Starwood Property Trust, Inc.: Form 10-Q for the period ended Sep 30, 2024

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, 2023 (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.

Overview

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 the United States (“U.S.”), Europe and Australia. 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 four reportable business segments as of September 30, 2024 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 the U.S., Europe and Australia (including distressed or non-performing loans). Our residential loans are secured by a first mortgage lien on residential property and primarily 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 and to be stabilized commercial real estate properties, including multifamily properties, that are held for investment.
• 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”).

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.

Economic Environment

During 2023, inflation began to moderate as a result of the monetary policy tightening actions taken by the Federal Reserve, including repeatedly raising interest rates. While the Federal Reserve began to lower interest rates in September 2024, interest rates may remain near recent highs which creates uncertainty for the economy and for our borrowers. Elevated interest rates over time may adversely affect our existing borrowers and lead to nonperformance as higher costs may dampen consumer spending and slow income growth, which may negatively impact the collateral underlying certain of our loans. Additionally, elevated interest rates could adversely affect the value of commercial real estate we own and that collateralizes our loans. It remains difficult to predict the full impact of recent events and any future changes in interest rates or inflation.

In addition, following the onset of the COVID-19 pandemic, the U.S. office sector has been adversely affected by the increase in remote working arrangements and, over the past several years, the retail sector has been adversely affected by electronic commerce. These negative factors have been considered in the determination of our current expected credit loss (“CECL”) allowance as discussed in Note 4 to the Condensed Consolidated Financial Statements. We may be required to record further increases to our CECL reserves in the future, depending on the performance of our portfolio and broader market conditions, and there may be volatility in the level of our CECL reserves, particularly if market conditions relevant to the office sector do not improve. Any such reserve increases are difficult to predict.

Developments During the Third Quarter of 2024

• Originated or acquired $848.2 million of commercial loans during the quarter, including the following:
• $301.4 million first mortgage loan (of which $41.8 million is classified as investment securities) secured by a portfolio of 34 high-quality big-box logistics assets located across the United Kingdom and Europe, which the Company has fully funded.
• $189.4 million first mortgage loan to refinance a residential development located in New York, of which the Company funded $149.2 million.
• $175.0 million first mortgage loan to renovate a 593-key beach resort located in Bermuda, of which the Company funded $22.6 million.
• $110.0 million first mortgage and mezzanine loan to refinance a 26-story luxury multifamily property located in New Jersey, of which the Company funded $95.0 million.
• $59.6 million first mortgage loan to refinance a Class A industrial property located in New York, of which the Company funded $54.8 million.
• Funded $133.5 million of previously originated commercial loan commitments and investment securities.
• Received gross proceeds of $1.1 billion ($356.2 million, net of debt repayments) from maturities and principal repayments on our commercial loans and investment securities.

Infrastructure Lending Segment

• Acquired $527.2 million of infrastructure loans and funded $8.3 million of pre-existing infrastructure loan commitments.
• Received proceeds of $409.5 million from principal repayments on our infrastructure loans and bonds.
• Entered into a credit facility to finance infrastructure loans with a maximum facility size of $250.0 million.

Investing and Servicing

• Originated commercial conduit loans of $614.9 million.
• Received proceeds of $703.2 million from sales of previously originated or acquired commercial conduit loans.
• Acquired CMBS for a purchase price of $126.1 million, of which $3.8 million related to non-controlling interests, and sold CMBS for total gross proceeds of $7.1 million.
• Obtained 16 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $12.9 billion, while $3.6 billion matured, bringing our total named special servicing portfolio to $107.3 billion.
• Sold commercial real estate for gross proceeds of $18.2 million and recognized a gain of $8.3 million, of which $2.5 million was attributable to non-controlling interests.

Corporate

• In September 2024, issued 20.1 million shares of our common stock for proceeds of $392.5 million.

Developments During the Nine Months Ended September 30, 2024

Commercial and Residential Lending Segment

• Originated or acquired $1.2 billion of commercial loans during the period, including the following:
• $301.4 million first mortgage loan (of which $41.8 million is classified as investment securities) secured by a portfolio of 34 high-quality big-box logistics assets located across the United Kingdom and Europe, which the Company has fully funded.
• £176.0 million ($219.8 million) first mortgage loan participation on a portfolio of vacation cottages, caravan homes and resorts across the United Kingdom, which the Company fully funded. Prior to acquisition, we had an existing participation in this loan, of which the outstanding balance was £352.0 million.
• $189.4 million first mortgage loan to refinance a residential development located in New York, of which the Company funded $149.2 million.
• $175.0 million first mortgage loan to renovate a 593-key beach resort located in Bermuda, of which the Company funded $22.6 million.
• $110.0 million first mortgage and mezzanine loan to refinance a 26-story luxury multifamily property located in New Jersey, of which the Company funded $95.0 million.
• $83.7 million first mortgage and mezzanine loan to refinance the existing debt of three multifamily properties and two new modular multifamily developments located in Georgia, Tennessee and Florida, of which the Company funded $55.7 million.
• $59.6 million first mortgage loan to refinance a Class A industrial property located in New York, of which the Company funded $54.8 million.
• $46.5 million first mortgage and mezzanine loan to finance the construction of four industrial properties located in California, of which the Company funded $18.4 million.
• Funded $364.2 million of previously originated commercial loan commitments and investment securities.
• Received gross proceeds of $2.6 billion ($1.0 billion, net of debt repayments) from maturities and principal repayments on our commercial loans and investment securities.
• Sold three units in a residential conversion project in New York for $12.1 million.

Infrastructure Lending Segment

• Acquired $884.0 million of infrastructure loans and funded $84.8 million of pre-existing infrastructure loan commitments.
• Received proceeds of $885.7 million from principal repayments on our infrastructure loans and bonds and $47.1 million from the sale of an infrastructure loan.
• Entered into a credit facility to finance infrastructure loans with a maximum facility size of $250.0 million.
• In May 2024, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2024-SIF3. The CLO has a contractual maturity of April 2036 and a weighted average cost of financing of SOFR + 2.41%, inclusive of the amortization of deferred issuance costs. On the closing date, the CLO issued $400.0 million of notes, of which $330.0 million of notes was purchased by third party investors and $70.0 million of subordinated notes were retained by us.

Property

• In May 2024, we refinanced $600.0 million of outstanding debt on our Medical Office Portfolio due November 2024 with $450.5 million of senior securitized mortgage debt and a $39.5 million mezzanine loan. The new debt carries an initial term of two years, followed by three successive one-year extension options and a weighted average coupon of SOFR + 2.52%.
• In February 2024, we sold the 16 retail properties which comprised our Property Segment's Master Lease Portfolio for net proceeds of $188.0 million, recognizing a net gain of $90.8 million.

Investing and Servicing Segment

• Originated or acquired commercial conduit loans of $1.2 billion.
• Received proceeds of $1.1 billion from sales of previously originated or acquired commercial conduit loans.
• Acquired CMBS for a purchase price of $134.0 million, of which $3.8 million related to non-controlling interests, and sold CMBS for total gross proceeds of $12.9 million, of which $2.8 million related to non-controlling interests.
• Obtained 23 new special servicing assignments for CMBS trusts with a total unpaid principal balance of $19.1 billion, while $10.4 billion matured and $0.1 billion transferred, bringing our total named special servicing portfolio to $107.3 billion.
• Sold commercial real estate for gross proceeds of $18.2 million and recognized a gain of $8.3 million, of which $2.5 million was attributable to non-controlling interests.

Corporate

• In September 2024, issued 20.1 million shares of our common stock for proceeds of $392.5 million.
• In June 2024, we repriced our $591.0 million term loan facility, reducing the spread by 50 bps from SOFR + 3.25% to SOFR + 2.75%.
• In March 2024, we issued $600.0 million of 7.25% Senior Notes due 2029 (the “2029 Senior Notes”) and swapped the notes to a floating rate of SOFR + 3.25%

Subsequent Events

Refer to Note 24 to the Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to September 30, 2024.

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.”

The following table compares our summarized results of operations for the three months ended September 30, 2024 and June 30, 2024 and for the nine months ended September 30, 2024 and 2023 by business segment (amounts in thousands):

76

Three Months Ended September 30, 2024 Compared to the Three Months Ended June 30, 2024

Revenues

For the three months ended September 30, 2024, revenues of our Commercial and Residential Lending Segment decreased $8.1 million to $385.5 million, compared to $393.6 million for the three months ended June 30, 2024. This was primarily due to a decrease in interest income from loans of $9.2 million comprised of (i) an $8.4 million decrease from commercial loans, reflecting lower average balances and additional loans placed on nonaccrual, partially offset by higher prepayment related income, and (ii) a $0.8 million decrease from residential loans reflecting lower average balances.

Costs and Expenses

For the three months ended September 30, 2024, costs and expenses of our Commercial and Residential Lending Segment increased $11.5 million to $294.5 million, compared to $283.0 million for the three months ended June 30, 2024. This increase was primarily due to a $22.0 million increase in the credit loss provision, partially offset by decreases of $7.0 million in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio and $3.3 million in general and administrative expenses. The increase in the credit loss provision was primarily due to higher LTVs on certain assets resulting from recent appraisals, as well as the impact of including future funding now considered probable under a loan guarantee arrangement (see Note 22 to the Condensed Consolidated Financial Statements). The decrease in interest expense was primarily due to lower average borrowings outstanding due to paydowns from net loan repayments and excess cash balances.

Net Interest Income (amounts in thousands)

For the three months ended September 30, 2024, net interest income of our Commercial and Residential Lending Segment decreased $2.1 million to $169.5 million, compared to $171.6 million for the three months ended June 30, 2024. This decrease reflects the decrease in interest income, partially offset by the decrease in interest expense on our secured financing facilities, both as discussed in the sections above.

During the three months ended September 30, 2024 and June 30, 2024, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities, excluding retained RMBS and loans for which interest income is not recognized, were as follows:

For the three months ended September 30, 2024, the weighted average unlevered yields on our commercial and residential loans were relatively unchanged from the previous quarter.

During the three months ended September 30, 2024 and June 30, 2024, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of the amortization of deferred financing fees, were 7.5% and 7.6%, respectively. Interest rate hedges had the effect of reducing these weighted average borrowing costs to 6.6% and 6.7% during the three months ended September 30, 2024 and June 30, 2024, respectively.

Other Income

For the three months ended September 30, 2024, other income of our Commercial and Residential Lending Segment decreased $14.5 million to $48.1 million compared to $62.6 million for the three months ended June 30, 2024. This decrease was primarily due to (i) a $117.6 million unfavorable change in gain (loss) on derivatives, partially offset by (ii) a $52.1 million increase in foreign currency gain, (iii) a $48.0 million favorable change in fair value of residential loans and (iv) a $3.2 million favorable change in fair value of primarily RMBS investment securities. The unfavorable change in gain (loss) on derivatives in the third quarter of 2024 reflects a $62.2 million unfavorable change in gain (loss) on interest rate swaps principally related to residential loans, which is partially offset by the favorable change in fair value of those loans, and a $55.4 million increased loss on foreign currency hedges. The interest rate swaps are used primarily to hedge our interest rate risk on residential loans held-for-sale and to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments. 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 increased foreign currency gain and the increased loss on foreign currency hedges reflect the weakening of the U.S. dollar against the pound sterling (“GBP”), Euro (“EUR”) and Australian dollar (“AUD”) in the third quarter of 2024, compared to a lesser weakening of the U.S. dollar against the GBP and AUD, partially offset by a strengthening against the EUR, in the second quarter of 2024.

Infrastructure Lending Segment

Revenues

For the three months ended September 30, 2024, revenues of our Infrastructure Lending Segment increased $0.2 million to $65.4 million, compared to $65.2 million for the three months ended June 30, 2024. This was primarily due to a $0.5 million increase in interest income on cash balances, partially offset by a decrease in interest income from loans of $0.3 million reflecting lower average loan balances, the effect of which was partially offset by higher prepayment related income.

Costs and Expenses

For the three months ended September 30, 2024, costs and expenses of our Infrastructure Lending Segment increased $2.6 million to $44.4 million, compared to $41.8 million for the three months ended June 30, 2024. The increase was primarily due to increases of $1.7 million in credit loss provision and $0.5 million in interest expense associated with the various secured financing facilities used to fund this segment’s investment portfolio.

Net Interest Income (amounts in thousands)

For the three months ended September 30, 2024, net interest income of our Infrastructure Lending Segment decreased $0.8 million to $25.7 million, compared to $26.5 million for the three months ended June 30, 2024. The decrease reflects the decrease in interest income from loans and increase in interest expense on the secured financing facilities, both as discussed in the sections above.

During the three months ended September 30, 2024 and June 30, 2024, the weighted average unlevered yield on the Infrastructure Lending Segment’s loans and investment securities, excluding those for which interest income is not recognized, was 10.4% and 10.3%, respectively.

During the three months ended September 30, 2024 and June 30, 2024, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 8.0% in each period.

Other Loss

For the three months ended September 30, 2024, other loss of our Infrastructure Lending Segment increased $0.4 million to $0.5 million, compared to $0.1 million for the three months ended June 30, 2024, primarily due to an increased loss from unconsolidated entities.

Property Segment

Change in Results by Portfolio (amounts in thousands)

See Notes 6 and 7 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios and fund.

Revenues

For the three months ended September 30, 2024, revenues of our Property Segment increased $0.6 million to $16.6 million, compared to $16.0 million for the three months ended June 30, 2024.

Costs and Expenses

For the three months ended September 30, 2024, costs and expenses of our Property Segment decreased $0.8 million to $23.6 million, compared to $24.4 million for the three months ended June 30, 2024. The decrease reflects a $1.2 million decrease in interest expense on variable rate borrowings secured by our Medical Office Portfolio, partially offset by a $0.5 million increase in costs of rental operations.

Other (Loss) Income

For the three months ended September 30, 2024, other income of our Property Segment decreased $12.5 million to a loss of $7.1 million compared to income of $5.4 million for the three months ended June 30, 2024. The decrease is primarily due to (i) a $12.0 million unfavorable change in income (loss) attributable to investments of the Woodstar Fund, primarily related to unrealized changes in fair value, and (ii) a $0.8 million unfavorable change in gain (loss) on derivatives which primarily hedge the interest rate risk on borrowings secured by our Medical Office Portfolio.

Investing and Servicing Segment

Revenues

For the three months ended September 30, 2024, revenues of our Investing and Servicing Segment decreased $3.3 million to $52.3 million, compared to $55.6 million for the three months ended June 30, 2024. The decrease in revenues is primarily due to a $4.6 million decrease in servicing fees, partially offset by a $1.0 million increase in interest income from conduit loans and CMBS investments. The decrease in servicing fees is primarily due to lower loan modification and assumption fees. The increase in interest income is primarily due to higher average conduit loan balances due to increased origination and securitization activity.

Costs and Expenses

For the three months ended September 30, 2024, costs and expenses of our Investing and Servicing Segment increased $2.1 million to $39.4 million, compared to $37.3 million for the three months ended June 30, 2024. The increase reflects increases in interest expense of $1.7 million, primarily related to the financing of conduit loans and CMBS investments, and general and administrative expenses of $0.6 million, primarily related to the increased loan origination and securitization activity.

Other Loss

For the three months ended September 30, 2024, other loss of our Investing and Servicing Segment decreased $0.5 million to $4.3 million, compared to $4.8 million for the three months ended June 30, 2024.

Corporate and Other Items

Corporate Costs and Expenses

For the three months ended September 30, 2024, corporate expenses decreased $4.0 million to $100.9 million, compared to $104.9 million for the three months ended June 30, 2024. This decrease is primarily due to a $3.1 million decrease in management fees, primarily reflecting lower incentive fees.

Corporate Other Income (Loss)

For the three months ended September 30, 2024, corporate other income (loss) improved $37.9 million to income of $28.7 million, compared to a loss of $9.2 million for the three months ended June 30, 2024. This was due to a favorable change in gain (loss) on our fixed-to-floating interest rate swaps which hedge a portion of our unsecured senior notes.

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

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 30, 2024, our income tax provision decreased $5.5 million to $10.4 million compared to $15.9 million for the three months ended June 30, 2024 due to lower taxable income of our TRSs in the third quarter of 2024 compared to the second quarter of 2024.

Net Loss Attributable to Non-controlling Interests

During the three months ended September 30, 2024, net loss attributable to non-controlling interests increased $3.7 million to $3.9 million, compared to $0.2 million during the three months ended June 30, 2024. The increase was primarily due to non-controlling interests in unfavorable changes in unrealized gains (losses) of the Woodstar Fund investments and a consolidated CMBS joint venture in the third quarter of 2024.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Revenues

For the nine months ended September 30, 2024, revenues of our Commercial and Residential Lending Segment decreased $68.5 million to $1.2 billion, compared to $1.3 billion for the nine months ended September 30, 2023. This decrease was primarily due to decreases in interest income from loans of $63.9 million and investment securities of $12.3 million, partially offset by a $5.4 million increase in rental income from foreclosed properties. The decrease in interest income from loans reflects (i) a $56.2 million decrease from commercial loans, reflecting lower average balances and additional loans placed on nonaccrual, partially offset by the effects of higher average index rates and prepayment related income, and (ii) a $7.7 million decrease from residential loans principally due to lower average balances. The decrease in interest income from investment securities was primarily due to lower average commercial investment balances due to repayments.

Costs and Expenses

For the nine months ended September 30, 2024, costs and expenses of our Commercial and Residential Lending Segment decreased $112.1 million to $870.4 million, compared to $982.5 million for the nine months ended September 30, 2023. This decrease was primarily due to decreases of (i) $62.3 million in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio and (ii) $57.4 million in credit loss provision, partially offset by (iii) a $6.9 million increase in general and administrative expenses, primarily for compensation and professional fees. The decrease in interest expense was primarily due to lower average borrowings outstanding due to paydowns from net loan repayments and excess cash balances, partially offset by the effect of higher average index rates. The decrease in credit loss provision was primarily due to (i) a lesser deterioration in modeled macroeconomic forecasts in the nine months of 2024 compared to the nine months of 2023 and (ii) the nonrecurrence of a $14.7 million realized credit loss on a commercial loan in the 2023 period, the effects of which were partially offset by (iii) selecting the most unfavorable modeled macroeconomic forecast for office and retail loans in the 2024 period and (iv) including future funding now considered probable in the 2024 period under a loan guarantee arrangement (see Note 22 to the Condensed Consolidated Financial Statements).

Net Interest Income (amounts in thousands)

For the nine months ended September 30, 2024, net interest income of our Commercial and Residential Lending Segment decreased $13.9 million to $530.9 million, compared to $544.8 million for the nine months ended September 30, 2023. This decrease reflects the decrease in interest income, partially offset by the decrease in interest expense on our secured financing facilities, both as discussed in the sections above.

During the nine months ended September 30, 2024 and 2023, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities, excluding retained RMBS and loans for which interest income is not recognized, were as follows:

The weighted average unlevered yield on our commercial loans increased primarily due to higher average index rates and prepayment related income. The unlevered yield on our residential loans was relatively unchanged.

During the nine months ended September 30, 2024 and 2023, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of the amortization of deferred financing fees, were 7.6% and 7.1%, respectively. The increase in borrowing rates primarily reflects higher average index rates. Interest rate hedges had the effect of adjusting these weighted average borrowing costs to 6.7% and 6.5% during the nine months ended September 30, 2024 and 2023, respectively.

Other Income

For the nine months ended September 30, 2024, other income of our Commercial and Residential Lending Segment increased $115.2 million to $137.1 million, compared to $21.9 million for the nine months ended September 30, 2023. This increase primarily reflects (i) a $228.2 million favorable change in fair value of residential loans, (ii) a $42.1 million favorable change in foreign currency gain (loss), (iii) the non-recurrence of a $23.8 million impairment loss on a foreclosed vacant building in the 2023 period and (iv) a $6.7 million increase in earnings from unconsolidated entities primarily due to an observable price change in an equity investment, partially offset by (v) a $121.0 million unfavorable change in gain (loss) on derivatives, and (vi) a $67.1 million unfavorable change in fair value of primarily RMBS investment securities. The unfavorable change in gain (loss) on derivatives during the nine months ended September 30, 2024 reflects (i) a $93.8 million decreased gain on interest rate swaps principally related to residential loans and (ii) a $27.2 million unfavorable change in gain (loss) on foreign currency hedges. The interest rate swaps are used primarily to hedge our interest rate risk on residential loans held-for-sale and to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments. 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 favorable change in foreign currency gain (loss) and the unfavorable change in gain (loss) on foreign currency hedges reflect the weakening of the U.S. dollar against the GBP, EUR and AUD during the nine months of 2024, compared to a strengthening of the U.S. dollar against the EUR and AUD, partially offset by a weakening against the GBP, in the nine months of 2023.

Infrastructure Lending Segment

Revenues

For the nine months ended September 30, 2024, revenues of our Infrastructure Lending Segment increased $22.0 million to $197.6 million, compared to $175.6 million for the nine months ended September 30, 2023. This increase was primarily due to increases in interest income of (i) $21.6 million from loans, principally due to higher average loan balances, interest rates and prepayment related income, and (ii) $1.6 million from cash balances, partially offset by (iii) a $1.3 million decrease in interest income from investment securities, primarily due to lower average balances resulting from repayments.

Costs and Expenses

For the nine months ended September 30, 2024 and 2023 costs and expenses of our Infrastructure Lending Segment were relatively unchanged at $132.1 million. A $15.3 million decrease in credit loss provision was substantially offset by (i) a $12.0 million increase in interest expense associated with the various secured financing facilities used to fund this segment’s investment portfolio and (ii) a $3.1 million increase in general and administrative expenses, primarily for compensation and professional fees. The decrease in the credit loss provision was primarily due to the nonrecurrence of specific allowances for a credit-deteriorated loan and investment security provided during the 2023 period. The increase in interest expense was primarily due to higher average interest rates and borrowings outstanding.

Net Interest Income (amounts in thousands)

For the nine months ended September 30, 2024, net interest income of our Infrastructure Lending Segment increased $8.3 million to $79.7 million, compared to $71.4 million for the nine months ended September 30, 2023. The increase reflects the net increase in interest income, partially offset by the increase in interest expense on the secured financing facilities, both as discussed in the sections above.

During the nine months ended September 30, 2024 and 2023, the weighted average unlevered yields on the Infrastructure Lending Segment’s loans and investment securities, excluding those for which interest income is not recognized, were 10.6% and 10.0%, respectively, primarily reflecting higher average interest rates in the 2024 period.

During the nine months ended September 30, 2024 and 2023, the Infrastructure Lending Segment’s weighted average secured borrowing rates, inclusive of the amortization of deferred financing fees, were 8.0% and 7.5%, respectively.

Other (Loss) Income

For the nine months ended September 30, 2024 and 2023, other income of our Infrastructure Lending Segment decreased $2.0 million to a loss of $0.7 million, compared to income of $1.3 million for the nine months ended September 30, 2023. The decrease primarily reflects a $2.0 million decrease in earnings from unconsolidated entities.

Property Segment

Change in Results by Portfolio (amounts in thousands)

Revenues

For the nine months ended September 30, 2024, revenues of our Property Segment decreased $17.7 million to $53.4 million, compared to $71.1 million for the nine months ended September 30, 2023, primarily due to the sale of our Master Lease Portfolio on February 29, 2024.

Costs and Expenses

For the nine months ended September 30, 2024, costs and expenses of our Property Segment decreased $10.2 million to $74.1 million, compared to $84.3 million for the nine months ended September 30, 2023. The decrease is primarily due to the sale of our Master Lease Portfolio on February 29, 2024.

Other Income

For the nine months ended September 30, 2024, other income of our Property Segment decreased $157.9 million to $100.3 million, compared to $258.2 million for the nine months ended September 30, 2023. The decrease is primarily due to (i) a $243.4 million decrease in income attributable to investments of the Woodstar Fund due to lower unrealized increases in fair value and (ii) a $3.0 million decreased gain on derivatives which primarily hedge our interest rate risk on borrowings secured by our Medical Office Portfolio, partially offset by (iii) a $90.8 million net gain on sale of the Master Lease Portfolio in the first quarter of 2024.

Investing and Servicing Segment

Revenues

For the nine months ended September 30, 2024, revenues of our Investing and Servicing Segment increased $23.7 million to $150.0 million, compared to $126.3 million for the nine months ended September 30, 2023. The increase in revenues is primarily due to (i) an $18.0 million increase in servicing fees principally related to loan modifications and (ii) a $9.2 million increase in interest income primarily due to higher average conduit loan balances due to increased origination and securitization activity, partially offset by (iii) a $5.1 million decrease in rental income due to fewer operating properties held.

Costs and Expenses

For the nine months ended September 30, 2024, costs and expenses of our Investing and Servicing Segment increased $8.1 million to $112.8 million, compared to $104.7 million for the nine months ended September 30, 2023. The increase in costs and expenses primarily reflects (i) a $9.4 million increase in general and administrative expenses, principally reflecting increased incentive compensation due to higher loan securitization volume and (ii) a $2.2 million increase in interest expense primarily on higher conduit loan balances, partially offset by (iii) a $4.0 million decrease in depreciation and other costs of rental operations due to fewer operating properties held.

Other Loss

For the nine months ended September 30, 2024, other loss of our Investing and Servicing Segment increased $7.3 million to $14.0 million, compared to $6.7 million for the nine months ended September 30, 2023. The increase in other loss was primarily due to (i) a $23.2 million greater decrease in fair value of CMBS investments, (ii) a $7.3 million decrease in earnings from unconsolidated entities, (iii) a $7.3 million decreased gain on sale of operating properties and (iv) a $4.3 million decreased gain on derivatives which primarily hedge our interest rate risk on conduit loans and CMBS investments, partially offset by (v) a $33.4 million greater increase in fair value of conduit loans.

Corporate and Other Items

Corporate Costs and Expenses

For the nine months ended September 30, 2024, corporate expenses increased $29.1 million to $314.4 million, compared to $285.3 million for the nine months ended September 30, 2023. This increase was primarily due to (i) a $24.2 million increase in interest expense reflecting higher average unsecured borrowings outstanding and higher index rates on our secured term loans and (ii) a $6.4 million increase in management fees, primarily reflecting higher incentive fees.

Corporate Other Income (Loss)

For the nine months ended September 30, 2024, corporate other income (loss) improved $29.1 million to income of $5.7 million, compared to a loss of $23.4 million for the nine months ended September 30, 2023. This was due to a favorable change in gain (loss) on fixed-to-floating interest rate swaps which hedge a portion of our unsecured senior notes.

Securitization VIE Eliminations

Refer to the preceding comparison of the three months ended September 30, 2024 to the three months ended June 30, 2024 for a discussion of the effect of securitization VIE eliminations.

Income Tax (Provision) Benefit

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 months ended September 30, 2024, our income taxes increased $46.5 million to a provision of $27.5 million, compared to a benefit of $19.0 million for the nine months ended September 30, 2023 due to taxable income of our TRSs in the 2024 period compared to tax losses in the 2023 period primarily attributable to unrealized fair value changes in our residential loans and related interest rate derivatives.

Net Income Attributable to Non-controlling Interests

For the nine months ended September 30, 2024, net income attributable to non-controlling interests decreased $63.8 million to $1.5 million, compared to $65.3 million for the nine months ended September 30, 2023. The decrease was primarily due to non-controlling interests in (i) lower income of the Woodstar Fund, reflecting lower unrealized increases in fair value, and (ii) losses of a consolidated CMBS joint venture in the 2024 period compared to income in the 2023 period.

Non-GAAP Financial Measures

Distributable Earnings is a non-GAAP financial measure. We calculate Distributable Earnings as GAAP net income (loss) excluding the following: (i) non-cash equity compensation expense; (ii) the incentive fee due under our management agreement; (iii) acquisition and investment pursuit costs associated with successful acquisitions; (iv) depreciation and amortization of real estate and associated intangibles; (v) unrealized gains (losses), net of realized gains (losses), as described further below; (vi) other non-cash items; and (vii) to the extent deducted from net income (loss), distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein (i.e. the Woodstar II Class A units), with each of the above adjusted for any related non-controlling interest. Distributable Earnings may be adjusted to exclude one-time events pursuant to changes in GAAP and certain other non-cash adjustments as determined by our Manager and approved by a majority of our independent directors.

As noted in (v) above, we exclude unrealized gains and losses from our calculation of Distributable Earnings and include realized gains and losses. The nature of these adjustments is described more fully in the footnotes to our reconciliation tables. In order to present each of these items within our Distributable Earnings reconciliation tables in a manner which can be agreed more easily to our GAAP financial statements, we reverse the entirety of those items within our GAAP financial statements which contain unrealized and realized components (i.e. those assets and liabilities carried at fair value, including loans or securities for which the fair value option has been elected, investment company assets and liabilities, derivatives, foreign currency conversions, and accumulated depreciation related to sold properties). The realized portion of these items is then separately included in the reconciliation table, along with a description as to how the amount was determined.

The CECL reserve and any property impairment losses have been excluded from Distributable Earnings consistent with other unrealized losses pursuant to our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit or property impairment losses 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 a foreclosure or other property, when the underlying asset is sold. Non-recoverability may also be determined if, in our determination, it is nearly certain the carrying amounts will not be collected or realized upon sale. The realized loss amount reflected in Distributable Earnings will equal the difference between the cash received, or expected to be received, and the Distributable Earnings basis of the asset, and is reflective of our economic experience as it relates to the ultimate realization of the asset. The timing of any such loss realization in our Distributable Earnings may differ materially from the timing of the corresponding CECL reserves, charge-offs or impairments in our consolidated financial statements prepared in accordance with GAAP.

We believe that Distributable Earnings provides 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 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 REIT 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 excluding the effects of certain transactions and GAAP adjustments that we believe are not necessarily indicative of our current loan portfolio and operations, and is a performance metric we consider when declaring our dividends. We also use Distributable Earnings (previously defined as “Core Earnings”) to compute the incentive fee due under our management agreement.

Distributable Earnings does not represent net income (loss) or cash generated from operating activities and should not be considered as an alternative to GAAP net income (loss), or an indication of our GAAP cash flows from operations, a measure of our liquidity, taxable income, or an indication of funds available for our cash needs. In addition, our methodology for calculating Distributable Earnings may differ from the methodologies employed by other companies to calculate the same or similar supplemental performance measures, and accordingly, our reported Distributable Earnings may not be comparable to the Distributable Earnings reported by other companies.

As discussed in Note 2 to the Condensed Consolidated Financial Statements, consolidation of securitization variable interest entities (“VIEs”) results in the elimination of certain key financial statement line items, particularly within revenues and other income, including unrealized changes in fair value of loans and investment securities. These line items are essential to understanding the true financial performance of our business segments and the Company as a whole. For this reason, as referenced in Note 2 to our Condensed Consolidated Financial Statements, we present business segment data in Note 23 without consolidation of these VIEs. This is how we manage our business and is the basis for all data reviewed with our board of directors, investors and analysts. This presentation also allows for a more transparent reconciliation of the unrealized gain (loss) adjustments below to the segment data presented in Note 23.

The weighted average diluted share count applied to Distributable Earnings for purposes of determining 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.

(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 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.

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 Distributable EPS calculation (amounts in thousands):

As noted above, the definition of Distributable Earnings allows management to make adjustments, subject to the approval of a majority of our independent directors. This is done in situations where such adjustments are considered appropriate in order for Distributable Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of Distributable Earnings became effective during the nine months ended September 30, 2024.

The following table summarizes our quarterly Distributable Earnings per weighted average diluted share for the nine months ended September 30, 2024 and 2023:

86

The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the three months ended September 30, 2024, by business segment (amounts in thousands, except per share data). Refer to the footnotes following the Distributable Earnings reconciliation table for the nine months ended September 30, 2023.

87

The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the three months ended June 30, 2024, by business segment (amounts in thousands, except per share data). Refer to the footnotes following the Distributable Earnings reconciliation table for the nine months ended September 30, 2023.

88

Three Months Ended September 30, 2024 Compared to the Three Months Ended June 30, 2024

The Commercial and Residential Lending Segment’s Distributable Earnings increased by $1.0 million, from $188.9 million during the second quarter of 2024 to $189.9 million in the third quarter of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $390.6 million, costs and expenses were $224.7 million, other income was $24.0 million and there was no income tax provision or benefit.

Revenues, consisting principally of interest income on loans, decreased by $8.5 million in the third quarter of 2024, primarily due to decreases in interest income from loans of $9.2 million comprised of (i) an $8.4 million decrease from commercial loans, reflecting lower average balances and additional loans placed on nonaccrual, partially offset by higher prepayment related income, and (ii) a $0.8 million decrease from residential loans reflecting lower average balances.

Costs and expenses decreased by $10.6 million in the third quarter of 2024, primarily due to (i) a $7.0 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio, primarily reflecting lower average borrowings outstanding due to paydowns from net loan repayments and excess cash balances, and (ii) a $3.3 million decrease in general and administrative expenses.

Other income decreased by $1.1 million in the third quarter of 2024.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s Distributable Earnings decreased by $0.8 million, from $23.6 million during the second quarter of 2024 to $22.8 million in the third quarter of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $65.4 million, costs and expenses were $42.5 million and other loss was $0.1 million.

Revenues, consisting principally of interest income on loans, increased by $0.2 million in the third quarter of 2024, primarily due to a $0.5 million increase in interest income on cash balances, partially offset by a decrease in interest income from loans of $0.3 million reflecting lower average loan balances, the effect of which was partially offset by higher prepayment related income.

Costs and expenses increased by $0.9 million in the third quarter of 2024, primarily due to a $0.5 million increase in interest expense and a $0.2 million increase in general and administrative expenses.

Other income decreased by $0.1 million from nominal income to a small loss in the third quarter of 2024.

Property Segment

Distributable Earnings by Portfolio (amounts in thousands)

The Property Segment’s Distributable Earnings decreased by $0.2 million, from $14.0 million during the second quarter of 2024 to $13.8 million in the third quarter of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $17.0 million, costs and expenses were $19.3 million, other income was $19.7 million and the deduction of income attributable to non-controlling interests in the Woodstar Fund was $3.6 million.

Revenues increased by $0.6 million in the third quarter of 2024, primarily attributable to the Medical Office Portfolio.

Costs and expenses decreased by $0.8 million in the third quarter of 2024, primarily due to a $1.2 million decrease in interest expense on variable rate borrowings secured by our Medical Office Portfolio, partially offset by a $0.5 million increase in costs of rental operations.

Other income decreased by $1.3 million in the third quarter of 2024, primarily due to a $3.1 million decrease in realized gains on derivatives which primarily hedge our interest rate risk on borrowings secured by our Medical Office Portfolio, partially offset by a $1.5 million increase in distributable income from the Woodstar Fund.

Income attributable to non-controlling interests in the Woodstar Fund increased by $0.3 million in the third quarter of 2024.

Investing and Servicing Segment

The Investing and Servicing Segment’s Distributable Earnings increased by $1.0 million, from $37.1 million during the second quarter of 2024 to $38.1 million in the third quarter of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $60.7 million, costs and expenses were $36.5 million, other income was $20.8 million, there was no income tax provision or benefit, and the deduction of income attributable to non-controlling interests was $6.9 million.

Revenues decreased by $2.2 million in the third quarter of 2024, primarily due to a $4.6 million decrease in servicing fees, partially offset by a $2.1 million increase in interest income from conduit loans and CMBS investments. 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 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.

Costs and expenses increased by $2.2 million in the third quarter of 2024, primarily due to increases in interest expense of $1.7 million, primarily related to the financing of conduit loans and CMBS investments, and general and administrative expenses of $0.6 million, primarily related to the increased loan origination and securitization activity.

Other income 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 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 and CMBS investments. 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 Distributable Earnings outlined above are also applied to the GAAP earnings of our unconsolidated entities. Other income increased by $8.7 million in the third quarter of 2024, primarily due to a $4.1 million increase in realized gains on conduit loans, a $3.8 million decrease in recognized credit losses on CMBS, a $3.2 million gain on sale of an operating property and a $2.9 million increase in realized gains from CMBS sales, partially offset by a $5.4 million unfavorable change in realized gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and CMBS investments.

Income attributable to non-controlling interests increased $3.3 million in the third quarter of 2024, primarily due to non-controlling interests in the gain on sale of an operating property.

Corporate

Corporate loss decreased by $0.2 million, from $105.9 million during the second quarter of 2024 to $105.7 million in the third quarter of 2024.

The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the nine months ended September 30, 2024, by business segment (amounts in thousands, except per share data):

91

The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the nine months ended September 30, 2023, by business segment (amounts in thousands, except per share data):

(1) The reconciling items in this section are exactly equivalent to the amounts recognized within GAAP net income (before the consolidation of VIEs), each of which can be agreed back to the respective lines within Note 23 to our Condensed Consolidated Financial Statements. They reflect both unrealized and realized (gains) and losses. For added transparency and consistency of presentation, the entire amount recognized in GAAP income is reversed in this section, and the realized components of these amounts are reflected in the next section entitled “Recognition of Distributable realized gains / (losses).”

(2) Represents the realized portion of GAAP gains (losses) on residential and commercial conduit loans carried under the fair value option that were sold during the period or expected to be sold in the near term subject to a binding agreement. The amount is calculated as the difference between (i) the net proceeds received or expected to be received in connection with a securitization or sale of loans and (ii) such loans’ historical cost basis.

(3) Represents loan losses that are deemed nonrecoverable, which is generally upon a realization event, such as when a loan is repaid, or in the case of foreclosure, when the underlying asset is sold. Non-recoverability may also be determined if, in our determination, it is nearly certain that the carrying amounts will not be collected or realized upon sale. The loss amount is calculated as the difference between the cash received or expected to be received and the Distributable Earnings basis of the asset.

(4) Represents the realized portion of GAAP gains (losses) on CMBS and RMBS carried under the fair value option that are sold or impaired during the period. Upon sale, the difference between the cash proceeds received and the historical cost basis of the security is treated as a realized gain or loss for Distributable Earnings purposes. We consider a CMBS or an RMBS credit loss to be realized when such amounts are deemed nonrecoverable. Non-recoverability is generally at the time the underlying assets within the securitization are liquidated, but non-recoverability may also be determined if, in our determination, it is nearly certain that all amounts due will not be collected. The amount is calculated as the difference between the cash received and the historical cost basis of the security.

(5) Represents GAAP income from the Woodstar Fund investments excluding unrealized changes in the fair value of its underlying assets and liabilities. The amount is calculated as the difference between the Woodstar Fund’s GAAP net income and its unrealized gains (losses), which represents changes in working capital and actual cash distributions received.

(6) Represents the realized portion of GAAP gains or losses on the termination or settlement of derivatives that are accounted for at fair value. Derivatives are only treated as realized for Distributable Earnings when they are terminated or settled, and cash is exchanged. The amount of cash received or paid to terminate or settle the derivative is the amount treated as realized for Distributable Earnings purposes at the time of such termination or settlement.

(7) Represents the realized portion of foreign currency gains (losses) related to assets and liabilities denominated in a foreign currency. Realization occurs when the foreign currency is converted back to USD. The amount is calculated as the difference between the foreign exchange rate at the time the asset was placed on the balance sheet and the foreign exchange rate at the time cash is received and is offset by any gains or losses on the related foreign currency derivative at settlement.

(8) Represents GAAP earnings (loss) from unconsolidated entities excluding non-cash items and unrealized changes in fair value recorded on the books and records of the unconsolidated entities. The difference between GAAP and Distributable Earnings for these entities principally relates to depreciation and unrealized changes in the fair value of mortgage loans and securities.

(9) Represents the realized gain (loss) on sales of properties held at depreciated cost. Because depreciation is a non-cash expense that is excluded from Distributable Earnings, GAAP gains upon sale of a property are higher, and GAAP losses are lower, than the respective realized amounts reflected in Distributable Earnings. The amount is calculated as net sales proceeds less undepreciated cost, adjusted for any noncontrolling interest.

Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

The Commercial and Residential Lending Segment’s Distributable Earnings increased by $3.0 million, from $581.0 million during the nine months of 2023 to $584.0 million in the nine months of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $1.2 billion, costs and expenses were $713.8 million, other income was $71.8 million and there was no income tax provision or benefit.

Revenues, consisting principally of interest income on loans, decreased by $69.2 million in the nine months of 2024, primarily due to decreases in interest income from loans of $63.9 million and investment securities of $13.1 million, partially offset by a $5.4 million increase in rental income from foreclosed properties. The decrease in interest income from loans reflects (i) a $56.2 million decrease from commercial loans, reflecting lower average balances and additional loans placed on nonaccrual, partially offset by the effects of higher average index rates and prepayment related income, and (ii) a $7.7 million decrease from residential loans principally due to lower average balances. The decrease in interest income from investment securities was primarily due to lower average commercial investment balances due to repayments.

Costs and expenses decreased by $71.3 million in the nine months of 2024, primarily due to (i) a $62.3 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio, reflecting lower average borrowings outstanding due to paydowns from net loan repayments and excess cash balances, partially offset by the effect of higher average index rates, and (ii) the nonrecurrence of a $14.7 million realized credit loss on a commercial loan in the 2023 period, partially offset by (iii) a $6.1 million increase in general and administrative expenses, primarily for compensation and professional fees.

Other income increased by $0.9 million in the nine months of 2024.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s Distributable Earnings increased by $17.8 million, from $49.1 million during the nine months of 2023 to $66.9 million in the nine months of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $197.6 million, costs and expenses were $130.1 million and other loss was $0.6 million.

Revenues, consisting principally of interest income on loans, increased by $22.0 million in the nine months of 2024, primarily due to increases in interest income of (i) $21.6 million from loans, principally due to higher average loan balances, interest rates and prepayment related income, and (ii) $1.6 million from cash balances, partially offset by (iii) a $1.3 million decrease in interest income from investment securities, primarily due to lower average balances resulting from repayments.

Costs and expenses increased by $5.3 million in the nine months of 2024, primarily due to a $12.0 million increase in interest expense, reflecting higher average interest rates and borrowings outstanding and a $2.7 million increase in general and administrative expenses, primarily for compensation and professional fees, partially offset by a $9.6 million decrease in recognized credit losses.

Other loss decreased by $1.1 million in the nine months of 2024, primarily due to a $1.7 million decreased loss from unconsolidated entities, partially offset by a $0.6 million loss on extinguishment of debt in the 2024 period.

Property Segment

Distributable Earnings by Portfolio (amounts in thousands)

94

The Property Segment’s Distributable Earnings increased by $21.6 million, from $65.4 million during the nine months of 2023 to $87.0 million in the nine months of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $54.7 million, costs and expenses were $61.8 million, other income was $104.2 million and the deduction of income attributable to non-controlling interests in the Woodstar Fund was $10.1 million.

Revenues decreased by $17.6 million in the nine months of 2024, primarily due to the sale of our Master Lease Portfolio on February 29, 2024.

Costs and expenses decreased by $0.4 million in the nine months of 2024, primarily due to the overall reduction in costs and expenses due to the sale of our Master Lease Portfolio on February 29, 2024, substantially offset by increases in other costs and expenses, particularly a $3.6 million increase in interest expense of our Medical Office Portfolio, reflecting higher index rates and higher cost of funds on the related debt which was refinanced in May 2024.

Other income increased by $40.5 million in the nine months of 2024, primarily due to a $37.4 million net gain on sale of our Master Lease Portfolio and an $8.8 million increase in distributable income from the Woodstar Fund, partially offset by a $4.0 million decrease in realized gains on derivatives which primarily hedge our interest rate risk on borrowings secured by our Medical Office Portfolio .

Income attributable to non-controlling interests in the Woodstar Fund increased $1.7 million in the third quarter of 2024.

Investing and Servicing Segment

The Investing and Servicing Segment’s Distributable Earnings increased by $23.5 million from $50.8 million during the nine months of 2023 to $74.3 million in the nine months of 2024. After making adjustments for the calculation of Distributable Earnings, revenues were $175.7 million, costs and expenses were $103.4 million, other income was $13.9 million, there was no income tax provision or benefit, and the deduction of income attributable to non-controlling interests was $11.9 million.

Revenues increased by $28.7 million in the nine months of 2024, primarily due to an $18.0 million increase in servicing fees principally related to loan modifications and a $14.5 million increase in interest income from conduit loans and CMBS investments, partially offset by a $5.3 million decrease in rental income due to fewer operating properties held.

Costs and expenses increased by $10.9 million in the nine months of 2024, primarily due to a $9.3 million increase in general and administrative expenses reflecting increased incentive compensation due to higher loan securitization volume.

Other income increased by $6.2 million in the nine months of 2024, primarily due to a $32.2 million increase in realized gains on conduit loans, partially offset by a $19.7 million increase in recognized credit losses on CMBS and a $5.6 million decrease in earnings from unconsolidated entities.

Income attributable to non-controlling interests increased $0.5 million.

Corporate

Corporate loss increased by $30.8 million, from $273.2 million during the nine months of 2023 to $304.0 million in the nine months of 2024, primarily due to (i) a $24.2 million increase in interest expense reflecting higher average unsecured borrowings outstanding and higher index rates on our secured term loans and (ii) an $8.3 million increase in realized losses on fixed-to-floating interest rate swaps which hedge a portion of our unsecured senior notes, partially offset by (iii) a $2.2 million decrease in general and administrative expenses.

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, 2023. Refer to our Form 10-K for a description of these strategies.

Sources of Liquidity

Our primary sources of liquidity are as follows:

Cash Flows for the Nine Months Ended September 30, 2024 (amounts in thousands)

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, principal collections and redemptions of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a GAAP basis. There is no net impact to overall cash resulting from these consolidations. Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents increased by $199.7 million during the nine months ended September 30, 2024, reflecting net cash provided by investing activities of $1.7 billion and net cash provided by operating activities of $351.0 million, partially offset by net cash used in financing activities of $1.8 billion.

Net cash provided by operating activities of $351.0 million during the nine months ended September 30, 2024 related primarily to cash interest income of $1.2 billion from our loans and $145.0 million from our investment securities, receipts from our interest rate derivatives of $62.2 million, servicing fees of $46.2 million, net rental income of $44.3 million, distributions from our affordable housing fund investments of $38.3 million and sales and principal collections of loans held-for-sale, net of originations and purchases, of $21.3 million. Offsetting these cash inflows was cash interest expense of $994.6 million, general and administrative expenses of $206.3 million and a net change in operating assets and liabilities of $6.0 million.

Net cash provided by investing activities of $1.7 billion for the nine months ended September 30, 2024 related primarily to proceeds received from principal collections and sale of loans held-for-investment of $3.6 billion and investment securities of $142.9 million, as well as net proceeds from the sale of real estate of $216.8 million. Offsetting these cash inflows was the origination, purchase and funding of loans held-for-investment of $2.1 billion and investment securities of $190.6 million.

Net cash used in financing activities of $1.8 billion for the nine months ended September 30, 2024 related primarily to payments on our debt and deferred financing costs, net of borrowings, of $1.7 billion and dividend distributions of $457.2 million. Offsetting these cash outflows was the net proceeds from issuances of common stock of $394.9 million.

Our Investment Portfolio

The following is a review of our 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 30, 2024 and December 31, 2023 (dollars in thousands):

(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 methodology resulted in mezzanine loans with carrying values of $1.0 billion being classified as first mortgages as of both September 30, 2024 and December 31, 2023.

(2) 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.

(3) Eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(4) CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

(5) Represents the weighted average coupon of residential mortgage loans.

(6) Calculated using applicable index rates for variable rate investments as of the respective period end and excludes loans for which interest income is not recognized. In addition to cash coupon, unlevered return includes the amortization of deferred origination and extension fees, loan origination costs, and purchase discounts, as well as the accrual of exit fees.

As of September 30, 2024 and December 31, 2023, 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:

98

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 30, 2024 and December 31, 2023 (dollars in thousands):

(1) Calculated using applicable index rates for variable rate investments as of the respective period end and excludes loans for which interest income is not recognized. In addition to cash coupon, unlevered return includes the amortization of deferred purchase discounts.

As of September 30, 2024 and December 31, 2023, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:

99

Property Segment

The following table sets forth the amount of each category of investments held within our Property Segment as of September 30, 2024 and December 31, 2023 (amounts in thousands):

The following table sets forth our net investment and other information regarding the Property Segment’s properties and lease intangibles as of September 30, 2024 (dollars in thousands):

As of September 30, 2024 and December 31, 2023, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:

100

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 30, 2024 and December 31, 2023 (amounts in thousands):

(1) Includes $1.16 billion and $1.13 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of September 30, 2024 and December 31, 2023, respectively. Also includes $151.1 million and $177.3 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2024 and December 31, 2023, respectively.

(2) Includes $30.3 million and $33.0 million of non-controlling interests in the consolidated entities which hold certain debt balances as of September 30, 2024 and December 31, 2023, respectively.

(3) Includes $35.6 million and $37.9 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2024 and December 31, 2023, respectively.

(4) Includes $14.7 million and $14.6 million of investments in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2024 and December 31, 2023, respectively.

Our REIS Equity Portfolio, as described in Note 6 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values as of September 30, 2024 and December 31, 2023, respectively:

102

New Credit Facilities and Amendments

Refer to Note 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, 2023.

Secured Borrowings

The following table is a summary of our secured borrowings as of September 30, 2024 (dollars in thousands):

(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 $2.5 billion as of September 30, 2024 are indexed to EURIBOR, BBSY, SARON and SONIA. The remainder are indexed to SOFR.

(f) Certain facilities with an aggregate initial maximum facility size of $11.1 billion may be increased to $11.5 billion, subject to certain conditions. The $11.5 billion amount includes such upsizes.

(g) Certain facilities with an outstanding balance of $342.6 million as of September 30, 2024 carry a rolling 12-month term which may reset quarterly with the lender’s consent. These facilities carry no maximum facility size.

(h) A facility with an outstanding balance of $300.9 million as of September 30, 2024 has a weighted average fixed annual interest rate of 3.25%. All other facilities are variable rate with a weighted average rate of SOFR + 2.09%.

(i) Includes: (i) $300.9 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $30.3 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 15 to the Condensed Consolidated Financial Statements).

(j) The maximum facility size as of September 30, 2024 of $450.0 million may be increased to $750.0 million, subject to certain conditions.

(k) Certain facilities with an aggregate initial maximum facility size of $448.4 million may be increased to $548.4 million, subject to certain conditions. The $548.4 million amount includes such upsizes.

(l) Consists of: (i) a $766.8 million term loan facility that matures in July 2026, of which $380.0 million has an annual interest rate of SOFR + 2.60% and $386.8 million has an annual interest rate of SOFR + 3.35%, subject to a 0.75% SOFR floor, (ii) a $150.0 million revolving credit facility that matures in April 2026 with an annual interest rate of SOFR + 2.60%, and (iii) a $589.5 million term loan facility that matures in November 2027, with an annual interest rate of SOFR + 2.75%, subject to a 0.50% SOFR floor. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $6.0 billion as of September 30, 2024.

The above table no longer reflects property mortgages of the Woodstar Portfolios which, as discussed in Notes 2 and 7 to the Condensed Consolidated Financial Statements, are now reflected within “Investments of consolidated affordable housing fund” on our condensed consolidated balance sheets.

Refer to Note 10 to 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):

(a) Variance primarily related to secured debt pay downs from unsecured senior note issuance and the sale of the Master Lease Portfolio.

Borrowings under Unsecured Senior Notes

During the three months ended September 30, 2024 and 2023, the weighted average effective borrowing rate on our unsecured senior notes was 5.6% and 5.1%, respectively. During the nine months ended September 30, 2024 and 2023, the weighted average effective borrowing rate on our unsecured senior notes was 5.4% and 4.7%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount.

Refer to Note 11 to the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

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 30, 2024. 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):

(a) Net of $400.0 million proceeds received from the unsecured senior notes that settled in October 2024 (see Note 24 to the Condensed Consolidated Financial Statements).

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.

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 30, 2024, we had 100,000,000 shares of preferred stock available for issuance and 162,784,073 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

Our strategies with regards to use of leverage have not changed significantly since December 31, 2023. Refer to our Form 10-K for a description of our strategies regarding use of leverage.

Cash Requirements

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 portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to Note 17 to the Condensed Consolidated Financial Statements and our Form 10-K for a detailed dividend history.

Contractual Obligations and Commitments

Our material contractual obligations and commitments as of September 30, 2024 are as follows (amounts in thousands):

(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 10 to the Condensed Consolidated Financial Statements for the expected maturities by year.

(b) Represents the fully extended maturity of the underlying collateral.

(c) Excludes $278.2 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. Includes $86.0 million of future funding now considered probable under a loan guarantee arrangement (see Note 22 to the Condensed Consolidated Financial Statements).

(d) Represents contractual commitments of $37.7 million under revolvers and letters of credit, $127.5 million under delayed draw term loans and $351.3 million of outstanding infrastructure loan purchase commitments.

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, CLOs and SASB 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, we are in discussions with our 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.

Critical Accounting Estimates

Refer to the section of our Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for a full discussion of our critical accounting estimates. Our critical accounting estimates have not materially changed since December 31, 2023.

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.

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, 2023 except as described below.

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 instruments. The following table presents our credit instruments as of September 30, 2024 and December 31, 2023 (dollars in thousands):

107

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. As discussed in Note 13 to the Condensed Consolidated Financial Statements, we entered into a series of derivative transactions during the three months ended June 30, 2024 related to our residential loan portfolio in an effort to extend hedge duration. These transactions involved a series of reverse swap trades which effectively locked a portion of positive cash flows from our original hedges for a period of time. We simultaneously entered into a forward starting swap which will not be effective until June 2027. While the fair value of the forward starting swap will impact earnings, it will not impact net investment income until its effective date.

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 30, 2024 and December 31, 2023 (dollars in thousands); however, consistent with Note 13 to the Condensed Consolidated Financial Statements, the notional value and number of credit instruments excludes the residential lending reverse swap trades and forward starting swaps as well as certain other interest rate swaps that were not effective as of September 30, 2024 and December 31, 2023:

The table below summarizes the estimated annual change in net investment income for our variable rate investments and our variable rate debt assuming increases or decreases in SOFR or other applicable index rates and adjusted for the effects of our interest rate hedging activities (amounts in thousands). However, this table excludes our floating rate residential loan debt along with its related hedges. As discussed in Note 13 to the Condensed Consolidated Financial Statements and above, the reverse swap trades represent locked positive cash flows, and the forward starting swap will not impact net investment income until June 2027. Once the reverse swap trades expire and the forward starting swap becomes effective (i.e. when it affects net investment income), we will again include these in our interest rate sensitivity. Also consistent with Note 13 to the Condensed Consolidated Financial Statements and above, this table also excludes certain other interest rate swaps that were not effective as of September 30, 2024.

(1) Includes the notional value of interest rate derivatives.

Foreign Currency Risk

Our loans and investments that are denominated in a foreign currency are also subject to risks related to fluctuations in exchange rates. We generally mitigate this exposure by matching the currency of our foreign currency assets to the currency of the borrowings that finance those assets. As a result, we substantially reduce our exposure to changes in portfolio value related to changes in foreign exchange rates.

We intend to hedge our net 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 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.

The following table represents our assets and liabilities that are denominated in Pounds Sterling (“GBP”), Euros (“EUR”), Australian dollars (“AUD”) and Swiss Francs (“CHF”), as well as our expected future net interest receipts (amounts in thousands):

(1) Primarily relates to expected net interest cash flows on the respective assets and liabilities over their term.

Substantially all of our net asset exposure to the GBP, EUR, AUD and CHF has been hedged with foreign currency forward contracts as of September 30, 2024, as indicated in the table above. Refer to Note 13 of the Condensed Consolidated Financial Statements for further detail regarding our foreign currency derivatives and their contractual maturities.

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 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.