8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 28, 2015

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-34452	27-0467113
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Apollo Global Management, LLC 9 West 57th Street, 43rd Floor New York, New York	10019
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3200

n/a

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. Results of Operations and Financial Condition.

On April 28, 2015, Apollo Commercial Real Estate Finance, Inc. (the “Company”) issued an earnings release announcing its financial results for the quarter ended March 31, 2015. A copy of the earnings release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

On April 28, 2015, the Company posted supplemental financial information on the Investor Relations section of its website (www.apolloreit.com). A copy of the supplemental financial information is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information in Item 2.02 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, unless it is specifically incorporated by reference therein.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Earnings Release dated April 28, 2015
99.2	Supplemental Financial Information for the quarter ended March 31, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Apollo Commercial Real Estate Finance, Inc.
By:	/s/ Stuart A. Rothstein
Name:	Stuart A. Rothstein
Title:	President and Chief Executive Officer

Date: April 28, 2015

Exhibit Index

Exhibit No.	Description
99.1	Earnings Release dated April 28, 2015
99.2	Supplemental Financial Information for the quarter ended March 31, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	NYSE:ARI

CONTACT: Hilary Ginsberg

Investor Relations

(212) 822-0767

APOLLO COMMERCIAL REAL ESTATE FINANCE, INC. REPORTS

FIRST QUARTER 2015 FINANCIAL RESULTS AND

DECLARES A COMMON STOCK QUARTERLY DIVIDEND OF $0.44 PER SHARE

— 18.9% Increase in Operating Earnings Per Share of Common Stock –

New York, NY, April 28, 2015 – Apollo Commercial Real Estate Finance, Inc. (the “Company” or “ARI”) (NYSE:ARI) today reported financial results for the quarter ended March 31, 2015.

First Quarter 2015 Highlights

• Reported Operating Earnings (a non-GAAP financial measure defined below) per diluted share of common stock of $0.44 for the quarter ended March 31, 2015, an increase of 18.9% as compared to Operating Earnings per diluted share of common stock of $0.37 for the quarter ended March 31, 2014;

• Generated $28.6 million of net interest income from the Company’s $1.8 billion commercial real estate debt portfolio, which had a levered weighted average underwritten internal rate of return (“IRR”) of approximately 14.2% at March 31, 2015;

• Completed $195.2 million of commercial real estate first mortgage and mezzanine loan transactions, $175.2 million of which were funded at closing and 90% of which were floating rate;

• Funded $39.9 million for commercial real estate first mortgage and mezzanine loans that were previously closed in 2014;

• Completed an underwritten public offering of 11.5 million shares of common stock, including the full exercise of the underwriters’ option to purchase additional shares, raising net proceeds of $193.1 million;

• Amended and restated the Company’s master repurchase agreement with JPMorgan Chase Bank, N.A. (the “JPMorgan Facility”) to increase the borrowing capacity to $300 million, lower the interest rate on current balances and extend the maturity and entered into a $52.5 million repurchase agreement with Goldman Sachs Bank USA (the “Goldman Sachs Loan”) secured by certain participation interests in a first mortgage loan; and

• Increased the quarterly dividend per share of common stock by 10% to $0.44 for the quarter ended March 31, 2015.

“ARI has had a very strong start to 2015 with respect to capital deployment, capital formation and financial performance,” said Stuart Rothstein, Chief Executive Officer and President of the Company. “Year to date, ARI has completed $195.2 million of commercial real estate loan transactions and has funded $39.9 million of transactions that closed in 2014. In addition, ARI successfully completed a common stock offering, which brought the Company’s equity market capitalization over the $1 billion mark and expanded ARI’s main credit facility to increase borrowing capacity. ARI’s pipeline of commercial mortgage loans, both first mortgage and mezzanine, remains robust and the Company continues to benefit from a favorable macro-economic environment for commercial real estate lending.”

First Quarter 2015 Operating Results

The Company reported Operating Earnings of $22.2 million, or $0.44 per diluted share of common stock, for the three months ended March 31, 2015, representing a per share increase of 18.9% as compared to Operating Earnings of $14.0 million, or $0.37 per diluted share of common stock, for the three months ended March 31, 2014. Net income available to common stockholders for the three months ended March 31, 2015 was $23.7 million, or $0.47 per share of common stock, as compared to net income available to common stockholders of $15.7 million, or $0.42 per share of common stock, for the three months ended March 31, 2014.

First Quarter 2015 Investment Activity

New Investments – During the first quarter, ARI completed the following commercial real estate first mortgage and mezzanine loan transactions:

• $92.5 million first mortgage loan ($72.6 million of which was funded during the quarter) which was underwritten to generate a levered weighted average IRR of approximately 21%;

• $102.7 million of subordinate loans with a weighted average underwritten IRR of approximately 10%; simultaneously with closing, ARI syndicated a $30.7 million pari passu participation in one of the subordinate loans to a fund managed by affiliates of Apollo Global Management, LLC and retained a $52.0 million participation; and

• $39.9 million of fundings from previously closed loans.

Quarter End Commercial Real Estate Debt Portfolio Summary

The following table sets forth certain information regarding the Company’s commercial real estate debt portfolio at March 31, 2015 ($ amounts in thousands):

Description	Amortized Cost		Weighted Average Yield			Debt		Cost of Funds			Equity at Cost(1)		Current Weighted Average Underwritten IRR(2)			Levered Weighted Average Underwritten IRR(2)(3)
First mortgage loans	$	563,390		8.6	%	$	141,528		2.9	%	$	421,862		11.0	%		16.4	%
Subordinate loans(4)(5)		736,838		11.7			1		3.7			707,201		13.0			13.1
CMBS		510,740		6.5			433,904		3.4			106,963		16.2			16.2
Total/Weighted Average	$	1,810,968		9.3	%	$	575,433		3.1	%	$	1,236,026		12.6	%		14.2	%

Please see chart footnotes at the end of the press release.

Loan-to-Value

At March 31, 2015, the Company’s commercial real estate loan portfolio, which includes CMBS, held-to-maturity, had a weighted average LTV of 62%. Within the commercial real estate loan portfolio, the first mortgage loans had a weighted average LTV of 60% and the subordinate loans (including CMBS, held-to-maturity) had a weighted average LTV of 64%.

Book Value

The Company’s book value per share of common stock at March 31, 2015 was $16.44 as compared to $16.39 at December 31, 2014. For purposes of GAAP accounting, the Company carries loans at amortized cost and its CMBS are marked to market. Management has estimated that the fair value of the Company’s loan portfolio at March 31, 2015 was approximately $9.9 million greater than the carrying value as of the same date.

Capital Markets Activities

During the first quarter of 2015, ARI completed the following capital markets activities:

• Common Stock Offering – ARI completed a public offering of 11.5 million shares of common stock, including the full exercise of the underwriters’ option to purchase additional shares, raising net proceeds of $193.1 million;

• JP Morgan Facility – ARI amended and restated the JPMorgan Facility to increase the borrowing capacity from $175.0 million to $300.0 million. In addition, the JPMorgan Facility now has a two-year term plus a one-year extension option and the interest rate spread ranges from LIBOR + 2.25% to LIBOR + 4.75% depending on the collateral pledged, which may include mortgage and mezzanine loans secured by properties located in the United States, England or Wales; and

• Goldman Sachs Loan – ARI entered into the $52.5 million Goldman Sachs Loan. The Goldman Sachs Loan bears interest at LIBOR + 3.5% and is secured by certain participation interests in a first mortgage loan secured by a portfolio of international destination homes. The maturity date on the Goldman Sachs Loan is the earlier of April 30, 2019 or the repayment or sale of the purchased loan.

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Subsequent Events

New Investments – Subsequent to quarter end, ARI completed $8.0 million of fundings from previously closed loans.

Loan Repayments – Subsequent to quarter end, ARI received a $24.6 million principal repayment from a first mortgage loan secured by a hotel in Silver Springs, Maryland.

Dividend – ARI’s Board of Directors declared a dividend of $0.44 per share of common stock, which is payable on July 15, 2015 to common stockholders of record on June 30, 2015.

Definition of Operating Earnings

Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding); (ii) any unrealized gains or losses or other non-cash items included in net income available to common stockholders; (iii) unrealized income from unconsolidated joint ventures; (iv) foreign currency gains/(losses) and (v) the non-cash amortization expense related to the reclassification of a portion of the convertible senior notes to stockholders’ equity in accordance with GAAP.

Reconciliation of Operating Earnings to Net Income Available to Common Stockholders

The tables below reconcile Operating Earnings and Operating Earnings per share of common stock with net income available to common stockholders and net income available to common stockholders per share of common stock for the three month periods ended March 31, 2015 and March 31, 2014 ($ amounts in thousands, except share and per share data):

	Three Months Ended March 31, 2015			Earnings Per Share (Diluted)			Three Months Ended March 31, 2014			Earnings Per Share (Diluted)
Operating Earnings:
Net income available to common stockholders	$	23,653		$	0.47		$	15,720		$	0.42
Adjustments:
Unrealized gain on securities		(3,409	)		(0.07	)		(2,184	)		(0.06	)
Unrealized loss on derivative instruments		3,044			0.06			—			—
Equity-based compensation expense		1,117			0.02			426			0.01
Foreign currency gain		(2,722	)		(0.05	)		—			—
Amortization of convertible senior notes related to equity reclassification		539			0.01			29			—
Total adjustments:		(1,431	)		(0.03	)		(1,729	)		(0.05	)
Operating Earnings	$	22,222		$	0.44		$	13,991		$	0.37
Basic weighted average shares of common stock outstanding:		49,563,822						37,122,842
Diluted weighted average shares of common stock outstanding:		50,171,687						37,341,050

Teleconference Details:

The Company will host a conference call to discuss its financial results on Wednesday, April 29, 2015 at 11:00 a.m. Eastern Time. Members of the public who are interested in participating in the Company’s first quarter 2015 earnings teleconference call should dial from the U.S., (877) 331-6553, or from outside the U.S., (760) 666-3769,

3

shortly before 11:00 a.m. and reference the Apollo Commercial Real Estate Finance, Inc. Teleconference Call (number 21408595). Please note the teleconference call will be available for replay beginning at 1:00 p.m. on Wednesday, April 29, 2015, and ending at midnight on Wednesday, May 6, 2015. To access the replay, callers from the U.S. should dial (855) 859-2056 and callers from outside the U.S. should dial (404) 537-3406, and enter conference identification number 21408595.

Webcast:

The conference call will also be available on the Company’s website at www.apolloreit.com. To listen to a live broadcast, please go to the site at least 15 minutes prior to the scheduled start time in order to register, download and install any necessary audio software. A replay of the call will also be available for 30 days on the Company’s website.

Supplemental Information

The Company provides supplemental financial information to offer more transparency into its results and make its reporting more informative and easier to follow. The supplemental financial information is available in the investor relations section of the Company’s website at www.apolloreit.com.

About Apollo Commercial Real Estate Finance, Inc.

Apollo Commercial Real Estate Finance, Inc. (NYSE: ARI) is a real estate investment trust that primarily originates, acquires, invests in and manages performing commercial real estate mortgage loans, subordinate financings, CMBS and other commercial real estate-related debt investments. The Company is externally managed and advised by ACREFI Management, LLC, a Delaware limited liability company and an indirect subsidiary of Apollo Global Management, LLC, a leading global alternative investment manager with approximately $160 billion of assets under management at December 31, 2014.

Additional information can be found on the Company’s website at www.apolloreit.com.

Dividend Reinvestment Plan

The Company adopted a Direct Stock Purchase and Dividend Reinvestment Plan (the “Plan”). The Plan provides new investors and existing holders of the Company’s common stock with a convenient and economical method to purchase shares of its common stock. By participating in the Plan, participants may purchase additional shares of the Company’s common stock by reinvesting some or all of the cash dividends received on their shares of the Company’s common stock. In addition, the Plan permits participants to make optional cash investments of up to $10,000 per month, and, with the Company’s prior approval, optional cash investments in excess of $10,000 per month, for the purchase of additional shares of the Company’s common stock.

The Plan is administered by a division of Wells Fargo Bank, N.A. (“Wells”). Stockholders and other persons may obtain a copy of the Plan prospectus and an enrollment form by contacting Wells at (800) 468-9716 or (651) 450-4064, if outside the United States, or visiting Wells’ website at www.shareowneronline.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy securities.

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company’s control. These forward-looking statements include information about possible or assumed future results of the Company’s business, financial condition, liquidity, results of operations, plans and objectives. When used in this release, the words believe, expect, anticipate, estimate, plan, continue, intend, should, may or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: the return on equity; the yield on investments; the ability to borrow to finance assets; the Company’s ability to deploy the proceeds of its capital raises or acquire its target assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. For a further list and description of such risks and uncertainties, see the reports filed by the Company with the Securities and Exchange Commission. The forward-looking statements, and other risks, uncertainties and factors are based on the Company’s beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company. Forward-looking statements are not predictions of future events. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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Footnotes

(1) CMBS includes $30,127 of restricted cash related to the Company’s repurchase facility with UBS AG.

(2) The underwritten IRR for the investments shown in the above table and elsewhere in this press release reflect the returns underwritten by ACREFI Management, LLC, the Company’s external manager, calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the underwritten IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown in the table. See “Item 1A—Risk Factors—The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time.

(3) The Company’s ability to achieve its underwritten levered weighted average IRR with regard to its portfolio of first mortgage loans is additionally dependent upon the Company utilizing the JPMorgan Facility or any replacement facility with similar terms and re-borrowing approximately $184,261 in total. Without such re-borrowing, the levered weighted average underwritten IRRs will be as indicated in the current weighted average underwritten IRR column above.

(4) Subordinate loans include CMBS, held-to-maturity, which represents a loan the Company closed during May 2014 that was subsequently contributed to a securitization during August 2014. During May 2014, the Company closed a $155,000 floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. During June 2014, the Company syndicated a $90,000 senior participation in the loan and retained a $65,000 junior participation. During August 2014, both the $90,000 senior participation and the Company’s $65,000 junior participation were contributed to a CMBS securitization. In exchange for contributing its $65,000 junior participation, the Company received a CMBS secured solely by the $65,000 junior participation. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, ARI had one such participation sold with a carrying amount of $89,678.

(5) Subordinate loans also are net of a participation sold during February 2015. The Company presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, the Company had one such participation sold with a face amount of £20,000 and a carrying amount of $29,636.

5

Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands—except share and per share data)

	March 31, 2015			December 31, 2014
	(Unaudited)
Assets:
Cash	$	39,962		$	40,641
Restricted cash		30,127			30,127
Securities available-for-sale, at estimated fair value		—			17,105
Securities, at estimated fair value		520,449			522,730
Securities, held-to-maturity		154,446			154,283
Commercial mortgage loans, held for investment		563,390			458,520
Subordinate loans, held for investment		672,070			561,182
Investment in unconsolidated joint venture		18,901			37,016
Derivative instrument		1,026			4,070
Interest receivable		12,634			10,829
Deferred financing costs, net		9,090			7,444
Other assets		276			1,200
Total Assets	$	2,022,371		$	1,845,147
Liabilities and Stockholders’ Equity
Liabilities:
Borrowings under repurchase agreements	$	575,433		$	622,194
Convertible senior notes, net		246,881			246,464
Participations sold		119,314			89,584
Accounts payable and accrued expenses		3,319			7,578
Payable to related party		3,341			3,240
Dividends payable		27,601			21,018
Total Liabilities		975,889			990,078
Stockholders’ Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized and 3,450,000 shares issued and outstanding in 2015 and 2014 ($86,250 aggregate liquidation preference)		35			35
Common stock, $0.01 par value, 450,000,000 shares authorized, 58,413,205 and 46,900,442 shares issued and outstanding in 2015 and 2014, respectively		584			469
Additional paid-in-capital		1,062,064			868,035
Retained earnings (accumulated deficit)		(12,794	)		(10,485	)
Accumulated other comprehensive loss		(3,407	)		(2,985	)
Total Stockholders’ Equity		1,046,482			855,069
Total Liabilities and Stockholders’ Equity	$	2,022,371		$	1,845,147

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Apollo Commercial Real Estate Finance, Inc. and Consolidated Subsidiaries

Condensed Consolidated Statement of Operations

(in thousands—except share and per share data)

	Three months ended March 31, 2015			Three months ended March 31, 2014
	(Unaudited)			(Unaudited)
Net interest income:
Interest income from securities	$	8,287		$	2,419
Interest income from securities, held to maturity		3,045			—
Interest income from commercial mortgage loans		10,094			4,011
Interest income from subordinate loans		18,610			14,730
Interest expense		(11,482	)		(1,757	)
Net interest income		28,554			19,403
Operating expenses:
General and administrative expenses (includes $1,117 and $426 of equity-based compensation in 2015 and 2014, respectively)		(2,355	)		(1,442	)
Management fees to related party		(3,341	)		(2,565	)
Total operating expenses		(5,696	)		(4,007	)
Interest income from cash balances		11			—
Realized loss on sale of securities		(443	)		—
Unrealized gain on securities		3,409			2,184
Foreign currency gain		2,722			—
Loss on derivative instruments		(3,044	)		—
Net income		25,513			17,580
Preferred dividends		(1,860	)		(1,860	)
Net income available to common stockholders	$	23,653		$	15,720
Basic and diluted net income per share of common stock	$	0.47		$	0.42
Basic weighted average shares of common stock outstanding		49,563,822			37,122,842
Diluted weighted average shares of common stock outstanding		50,171,687			37,341,050
Dividend declared per share of common stock	$	0.44		$	0.40

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EX-99.2

Exhibit 99.2

Supplemental Financial Information Presentation

Q1 2015

April 29, 2015

Information is as of March 31, 2015 except as otherwise noted.

It should not be assumed that investments made in the future will be profitable or will equal the performance of investments in this document.

Legal Disclaimer COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

This presentation may contain forward-looking statements that are within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond management’s control. These forward-looking statements include information about possible or assumed future results of Apollo Commercial Real Estate Finance, Inc.’s (“ARI” or the “Company”) business, financial condition, liquidity, results of operations, plans and objectives. When used in this presentation, the words “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify forward-looking statements. Statements regarding the following subjects, among others, may be forward-looking: ARI’s business and investment strategy; ARI’s operating results; ARI’s ability to obtain and maintain financing arrangements; the return on equity, the yield on investments and risks associated with investing in real estate assets, including changes in business conditions and the general economy.

The forward-looking statements are based on management’s beliefs, assumptions and expectations of future performance, taking into account all information currently available to ARI. Forward-looking statements are not predictions of future events. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to ARI. Some of these factors are described under “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in ARI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and other periodic reports filed with the Securities and Exchange Commission (“SEC”), which are accessible on the SEC’s website at www.sec.gov. If a change occurs, ARI’s business, financial condition, liquidity and results of operations may vary materially from those expressed in ARI’s forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for management to predict those events or how they may affect ARI. Except as required by law, ARI is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This presentation contains information regarding ARI’s financial results that is calculated and presented on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”), including Operating Earnings and Operating Earnings per share. Please refer to slide 3 for a definition of “Operating Earnings” and the reconciliation of “Operating Earnings” to the applicable GAAP financial measure set forth on slide 17.

This presentation may contain statistics and other data that in some cases has been obtained from or compiled from information made available by third-party service providers. ARI makes no representation or warranty, expressed or implied, with respect to the accuracy, reasonableness or completeness of such information.

Past performance is not indicative nor a guarantee of future returns.

Index performance and yield data are shown for illustrative purposes only and have limitations when used for comparison or for other purposes due to, among other matters, volatility, credit or other factors (such as number and types of securities). Indices are unmanaged, do not charge any fees or expenses, assume reinvestment of income and do not employ special investment techniques such as leveraging or short selling. No such index is indicative of the future results of any investment by ARI.

1

Apollo Commercial Real Estate Finance, Inc.

2015 First Quarter Earnings Call

COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

April 29, 2015

Stuart Rothstein

Chief Executive Officer and President

Scott Weiner

Chief Investment Officer of the Manager

Megan Gaul

Chief Financial Officer, Treasurer and Secretary

Hilary Ginsberg

Investor Relations Manager

2

ARI – Financial Summary COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

($ amounts in thousands, except per share data) Three Months Ended

Income Statement March 31, 2015 March 31, 2014% Change

Interest income $ 40,036 $ 21,160 89.2%

Interest expense $(11,482) $(1,757) 553.5%

Net interest income $ 28,554 $ 19,403 47.2%

Operating earnings(1) $ 22,222 $ 13,991 58.8%

Operating earnings per share(1) $ 0.44 $ 0.37 18.9%

Diluted weighted average shares of common

stock outstanding 50,171,687 37,341,050 34.4%

Balance sheet March 31, 2015 December 31, 2014% Change

Investments at amortized cost (2) $ 1,810,968 $ 1,618,623 11.9%

Net equity in investments at cost $ 1,236,026 $ 1,026,556 20.4%

Common stockholders’ equity $ 960,232 $ 768,819 24.9%

Preferred stockholders’ equity $ 86,250 $ 86,250 -

Outstanding repurchase agreement borrowings $ 575,433 $ 622,194 -7.5%

Convertible senior notes $ 246,881 $ 246,464 0.2%

Debt to common equity(3) 0.9x 1.2x

Fixed charge coverage(4) 2.7x 2.8x

(1) Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding), (ii) any unrealized gains or losses or other non-cash items included in net income, (iii) unrealized income from unconsolidated joint venture; (iv) foreign currency gains/losses (v) the non-cash amortization expense related to the reclassification of a portion of the senior convertible notes to stockholders” equity in accordance with GAAP. Please see slide 17 for a reconciliation of Operating Earnings and Operating Earnings per Share to GAAP Net Income and GAAP Net Income per share.

(2) Includes Commercial Mortgage-Backed Securities, (“CMBS”) held-to-maturity, which are net of a participation sold during June 2014. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, ARI had one such participation sold with a carrying amount of $89,678. Subordinate loans also are net of a participation sold in February 2015. At March 31, 2015, this participation sold had a face amount of £20,000 and a carrying amount of $29,636.

(3) Debt to common equity is net of participations sold.

(4) Fixed charge coverage is EBITDA divided by interest expense plus the preferred stock dividends.

3

ARI – Historical Financial Overview COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

Operating Earnings ($000s) (1) Operating Earnings per Share of Common Stock(1)

$90,000 $2.00

$75,000

$1.60

$21,179 $0.27 $0.45

$60,000

$1.20 $0.39 $0.39

$45,000 $14,488 $0.44 $0.44

$20,768

$0.80 $0.38 $0.35

$30,000 $7,376 $13,272

$8,277 $9,218 $18,045 $0.40 $0.41 $0.31 $0.42

$15,000 $7,643 $11,721 $0.40

$8,526 $22,222 $0.42 $0.39 $0.37 $0.44

$7,086 $8,796 $11,963 $13,991 $0.29

$0 $5,047 $0.00

2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

Net Interest Income ($000s) Dividends per Share of Common Stock

$105,000 $2.00

$90,000

$27,049 $1.60

$75,000 $0.40 $0.40 $0.40 $0.40

$60,000 $20,021 $1.20

$26,570

$0.40 $0.40 $0.40 $0.40

$45,000 $12,303 $18,786 $0.80

$30,000 $10,946 $13,236 $23,784 $0.40 $0.40 $0.40 $0.40

$17,233

$10,236 $0.40

$11,951

$15,000 $28,554

$9,683 $17,067 $19,403 $0.40 $0.40 $0.40 $0.40 $0.44

$7,599 $11,187

$0 $0.00

2011 2012 2013 2014 2015 2011 2012 2013 2014 2015

(1) Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation

unconsolidated expense (a portion joint of venture; which may (iv) become foreign cash-based currency gains/(losses); upon final vesting and (v) and the settlement non-cash of amortization awards should expense the holder related elect to the net reclassification share settlement of to a portion satisfy income of the senior tax withholding), convertible (ii) notes any to unrealized stockholders” gains equity or losses in accordance or other non-cash with GAAP. items Please included see in slide net income, 17 for a (iii) reconciliation unrealized of income Operatingfrom 4

Earnings and Operating Earnings per Share to GAAP Net Income and GAAP Net Income per share.

ARI – Q1 Financial Highlights COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Financial Results & Earnings Per Share

§ Operating Earnings for the quarter ended March 31, 2015 of $22.2 million, or $0.44 per diluted share of common stock, an 18.9% per share increase as compared to Operating Earnings of $14.0 million, or $0.37 per diluted share of common stock for the quarter ended March 31, 2014(1)

– Net interest income of $28.6 million

– Total expenses of $5.7 million, comprised of management fees of $3.3 million, G&A of $1.3 million and equity-based compensation of $1.1 million

– Net income available to common stockholders for the quarter ended March 31, 2015 of $23.7 million, or $0.47 per diluted share of common stock

Dividends

§ Declared a divided of $0.44 per share of common stock for the quarter ending March 31, 2015, a 10% increase from the prior quarter § Declared a dividend of $0.44 per share of common stock for the quarter ending June 30, 2015

“ 10.2% annualized dividend yield based on $17.23 closing price on April 27, 2015

§ Declared a dividend on the Company’s 8.625% Series A Cumulative Redeemable Perpetual Preferred Stock of $0.5391 per share for stockholders of record on March 31, 2015

Book Value

§ GAAP book value of $16.44 per share as of March 31, 2015

(1) Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based

compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding) (ii) any unrealized gains or losses or other non-cash items included in net income (iii) unrealized

income from unconsolidated joint venture; (iv) foreign currency gains/(losses); and (v) the non-cash amortization expense related to the reclassification of a portion of the senior convertible notes to stockholders” equity in accordance with GAAP.Please see slide 17 for a reconciliation

of Operating Earnings and Operating Earnings per Share to GAAP Net Income and GAAP Net Income per share.

5

ARI – Q1 New Investments and Fundings COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Summary of New Investments

Quarter Ended

3/31/2015

Number of Loans Closed 3

Capital Committed to New Loans ($ in thousands) $195 million

Capital Deployed in New Loans ($ in thousands) $175 million

Fixed Rate %/Floating Rate %(1) 10%/90%

First Mortgage %/Subordinate Loan %(1) 47%/53%

Weighted Average Loan-to-Value 64.0%

Weighted Average Levered IRR(2) 15.0%

Funding of Previously Closed Loans $40 million

(1) Based upon committed amount of loan.

(2) The Internal Rate of Return (“IRR”) for the investments shown in this presentation reflect the returns underwritten by ACREFI Management, LLC, the Company’s external manager (the “Manager”), calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown above. See “Item 1A“Risk Factors“The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time.

6

ARI – Commercial Real Estate Debt Portfolio Overview

COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Current Levered

Remaining Weighted Weighted

Weighted Average Average

Asset Type Amortized Equity Average Life Underwritten Underwritten

($000s) Cost Borrowings at Cost(1)(years )(2) IRR(3) IRR(3)(4)

First Mortgage Loans $ 563,390 $ 141,528 $ 421,862 3.2 11.0% 16.4%

Subordinate Loans(5)(6) 736,838 1 707,201 3.5 13.0 13.1

CMBS 510,740 433,904 106,963 2.1 16.2 16.2

Investments at March 31, 2015 $ 1,810,968 $ 575,433 $ 1,236,026 3.0 Years 12.6% 14.2%

(1) CMBS includes $30.1 million of restricted cash related to the Company’s master repurchase agreement with UBS AG (the “UBS Facility”). (2) Remaining Weighted Average Life assumes all extension options are exercised.

(3) The underwritten IRR for the investments shown in this table reflect the returns underwritten by the Manager, calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the underwritten IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown in the table. See “Item 1A“Risk Factors“The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time.

(4) The Company’s ability to achieve its underwritten levered weighted average IRR with regard to its portfolio of first mortgage loans is additionally dependent upon the Company re-borrowing approximately $184,261 in total under the JPMorgan Facility or any replacement facility with similar terms.Without such re-borrowing, the levered weighted average underwritten IRRs will be as indicated in the current weighted average underwritten IRR column above.

(5) Subordinate loans include CMBS, held-to-maturity, which represents a loan the Company closed during May 2014 that was subsequently contributed to a securitization during August 2014. During May 2014, the Company closed a $155,000 floating-rate whole loan secured by the first mortgage and equity interests in an entity that owns a resort hotel in Aruba. During June 2014, the Company syndicated a $90,000 senior participation in the loan and retained a $65,000 junior participation. During August 2014, both the $90,000 senior participation and the Company’s $65,000 junior participation were contributed to a CMBS securitization. In exchange for contributing its $65,000 junior participation, the Company received a CMBS secured solely by the $65,000 junior participation. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, ARI had one such participation sold with a carrying amount of $89,678.

(6) Subordinate loans also are net of a participation sold during February 2015. The Company presents the participations sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, the Company had one such participation sold with a face amount of £20,000 and a carrying amount of $29,636.

7

ARI – Commercial Real Estate Debt Portfolio Overview COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

Net Invested Equity at Amortized Cost Basis(1)

CMBS

9%

Subordinate Loans

57% First Mortgage

Loans

34%

Property Type by Net Equity(1) Geographic Diversification by Net Equity(1)

Securities International

9% 15%

Residential -

Residential—for rental

sale 13% Southwest

35% 3% New York City

38%

Industrial West

3% 10%

Hotel Midwest

16% 10%

Retail Northeast (excluding

7% Mixed Use NYC)

Ski Resort Office 2% Mid-Atlantic Securities 3%

4% Healthcare 3% 9% Southeast 9%

8% 3%

(1) one Subordinate such participation loans include sold CMBS, with a carrying held-to-maturity amount which of $89,678. are net Subordinate of a participation loans also sold are during net June of a participation 2014. ARI presents sold in February the participation 2015. At sold March as both 31, assets 2015, and this non-recourse participation sold liabilities had a because face amount the participation of £20,000 and does a carrying not qualify amount as a sale of $ according 29,636. to GAAP. At March 31, 2015, ARI had 8

ARI – Loan Portfolio—Maturity and Type

COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Fully Extended Loan Maturities and Future Fundings Loan Position and Rate Type(1)(3)

(1)(2)(3)(4)

$600

$516.9 Senior Loan Fixed

14%

$500 Senior Loan

Floating

31%

( $ in Millions) $400

$300 $277.7 Subordinate Loan

Fixed

25%

$220.7 $208.8

$200 $164.7

$145.3

$134.1 Subordinate Loan

Floating

$100 30%

$50.0

$36.9 $30.2 $32.0

$0

2015 2016 2017 2018 2019 2020 2021 2022 2023

Fully extended maturity Future funding commitment

61% Floating Rate/39% Fixed Rate

(1) Based upon Face Amount of Loans; Does not include CMBS, but does include CMBS, held-to-maturity. (2) Maturities reflect the fully funded amounts of the loans.

(3) Subordinate loans include CMBS, held-to-maturity which are net of a participation sold during June 2014. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, ARI had one such participation sold with a carrying amount of $89,678. Subordinate loans also are net of a participation sold in February 2015. At March 31, 2015, this participation sold had a face amount of £20,000 and a carrying amount of $29,636.

(4) Future funding dates are based upon the Manager’s projections and are subject to change.

9

COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

ARI – Loan Portfolio – Loan Level LTV (Through Last Invested Dollar)

First Mortgage Loans

Balance at 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

Description ($ in thousands) Location 3/31/2015 Starting LTV Ending LTV

First Mortgage—Destination homes Various $ 100,046 0% 49%

First Mortgage—Retail New York $ 72,550 0% 57%

First Mortgage—Pre-development loan New York $ 67,300 0% 58%

First Mortgage—Multifamily North Dakota $ 57,167 0% 72%

First Mortgage—Destination homes New York/Hawaii $ 50,000 0% 75%

First Mortgage—Condo development Maryland $ 50,000 0% 65%

First Mortgage—Multifamily New York $ 34,500 0% 72%

First Mortgage—Hotel Pennsylvania $ 34,000 0% 65%

First Mortgage—Condo conversion(1) New York $ 34,015 0% 30%

First Mortgage—Retail Ohio $ 25,000 0% 55%

First Mortgage—Hotel Maryland $ 24,489 0% 65%

First Mortgage—Condo development Maryland $ 21,000 0% 66%

Total/Weighted Average $ 570,067 60%

Subordinate Financings

Balance at

Description ($ in thousands) Location 3/31/2015 Starting LTV Ending LTV 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%

Subordinate—Condo development (2) New York $ 78,900 32% 47%

Subordinate—Resort hotel(3) Aruba $ 65,000 35% 60%

Subordinate—Condo construction New York $ 59,027 50% 60%

Subordinate—Healthcare portfolio UK $ 51,150 51% 70%

Subordinate—Pre-development loan(4) London $ 50,958 45% 78%

Subordinate—Healthcare portfolio Various $ 50,000 57% 62%

Subordinate—Pre-development loan New York $ 44,000 48% 71%

Subordinate—Ski resort California $ 40,000 41% 66%

Subordinate—Hotel portfolio Various $ 33,511 43% 49%

Subordinate—Industrial portfolio Various $ 32,000 65% 72%

Subordinate—Condo conversion(1) New York $ 29,900 30% 56%

Subordinate—Hotel portfolio Minnesota $ 24,407 56% 68%

Subordinate—Mixed-use Pennsylvania $ 22,500 54% 69%

Subordinate—Hotel New York $ 20,000 50% 61%

Subordinate—Hotel California $ 20,000 58% 74%

Subordinate—Multifamily/Condo/Hotel(5) Various $ 19,500 79% 90%

Subordinate—Ski resort Montana $ 15,000 46% 59%

Subordinate—Multifamily New York $ 14,608 35% 47%

Subordinate—Office New York $ 14,000 61% 70%

Subordinate—Office Missouri $ 9,674 59% 69%

Subordinate—Office Michigan $ 8,795 41% 53%

Subordinate—Mixed-use North Carolina $ 6,525 62% 75%

Total/Weighted Average $ 709,455 64%

(1) Both loans are for the same property; Mezzanine loan ending LTV includes committed amount plus PIK. (2) LTV is based upon the committed amount plus PIK.

(3) This is CMBS, held-to-maturity and is net of a participation sold. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, this participation sold had a carrying amount of

$89,678. 10 (4) Based upon £32.1 face amount plus PIK converted to USD based upon the conversion rate on March 31, 2015.

(5) Ending LTV is based upon the committed amount of $19.5 million.

ARI – CMBS Portfolio(1) COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

CUSIP Description CUSIP Description

92978PAJ8 WBCMT 2006-C29 AJ 59025KAG7 MLMT 2007-C1 AM

07388QAH2 BSCMS 2007-PW17 AJ 22546BAH3 CSMC 2007-C5 AM

07401DAH4 BSCMS 2007PW18 AJ 36159XAH3 GECMC 2007-C1 AM

46625YVZ3 JPMCC 2005-CB13 AJ 46627QBC1 JMPCC 2006-CB15 AM

50180CAG5 LBUBS 2006-C7 AJ 46631BAJ4 JPMCC 2007-LD11 AM

60688CAJ5 MLCFC 2007-9 AJ 14986DAJ9 CD 2006-CD3 AJ

05947US25 BACM 2005-3 AJ 17311QBN9 CGCMT 2007-C6 AJ

61756UAJ0 MSC 2007-1Q16 AJ 17313KAK7 CGCMT 2008-C7 AJ

46629YAH2 JPMCC 2007-CB18AJ 20047QAH8 COMM 2006-C7 AJ

173311QAE0 CGCMT 2007-C6 AJFX 61755YAK0 MSC 2007-IQ15 AJ

Remaining Weighted

Average Life with Estimated Net Equity

Face Amortized Cost Extensions (years) Fair Value Debt at Cost(2)

CMBS – Total $ 520,883 $ 510,740 2.1 Years $ 520,449 $ 433,904 $ 106,963

(1) Does not include CMBS, held-to-maturity. 11

(2) Includes $30.1 million of restricted cash related to the UBS Facility

Portfolio Metrics – Quarterly Migration Summary COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

Portfolio Metrics ($ in thousands)

Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014

(Investment balances represent amortized cost)

First Mortgage Loans $ 563,390 $ 458,520 $ 369,924 $ 343,810 $ 185,516

Subordinate Loans(1) 736,838 625,881 650,084 659,045 484,979

CMBS 510,740 534,222 511,445 339,724 173,174

Total Investments $ 1,810,968 $ 1,618,623 $ 1,531,453 $ 1,342,579 $ 843,669

(Investment balances represent net equity, at cost)

First Mortgage Loans $ 421,862 $ 290,396 $ 247,202 $ 197,112 $ 185,513

Subordinate Loans(1) 707,201 625,881 650,084 659,045 484,979

CMBS 106,963(4) 110,279(4) 99,988(5) 70,325(4) 36,310(4)

Net Equity in Investments at Cost $ 1,236,026 $ 1,026,556 $ 997,274 $ 926,482 $ 706,802

Levered Weighted Average Underwritten IRR(2) 14.2% (6) 13.4% (6) 13.7% (6) 13.9% (6) 14.1% (6)

Weighted Average Duration 3.0 Years 3.2 Years 3.0 Years 3.2 Years 3.2 Years

Loan Portfolio Weighted Average Ending LTV(3) 62.0% 62.0% 58.0% 58.0% 58.0%

Borrowings Under Repurchase Agreements $ 575,433 $ 622,194 $ 537,766 $ 446,224 $ 166,994

Convertible Senior Notes $ 246,881 $ 246,464 $ 246,054 $ 139,362 $ 139,163

Debt-to-Common Equity 0.9x (7) 1.2x (7) 1.1x (7) 0.8x (7) 0.5x

(1) Subordinate loans include CMBS, held-to-maturity which are net of a participation sold during June 2014. ARI presents the participation sold as both assets and non-recourse liabilities because the participation does not qualify as a sale according to GAAP. At March 31, 2015, ARI had one such participation sold with a carrying amount of $89,678. Subordinate loans also are net of a participation sold in February 2015. At March 31, 2015, this participation sold had a face amount of £20,000 and a carrying amount of $29,636.

(2) The underwritten IRR for the investments shown in this presentation reflect the returns underwritten by the Manager, calculated on a weighted average basis assuming no dispositions, early prepayments or defaults but assuming that extension options are exercised and that the cost of borrowings remains constant over the remaining term. With respect to certain loans, the underwritten IRR calculation assumes certain estimates with respect to the timing and magnitude of future fundings for the remaining commitments and associated loan repayments, and assumes no defaults. IRR is the annualized effective compounded return rate that accounts for the time-value of money and represents the rate of return on an investment over a holding period expressed as a percentage of the investment. It is the discount rate that makes the net present value of all cash outflows (the costs of investment) equal to the net present value of cash inflows (returns on investment). It is derived from the negative and positive cash flows resulting from or produced by each transaction (or for a transaction involving more than one investment, cash flows resulting from or produced by each of the investments), whether positive, such as investment returns, or negative, such as transaction expenses or other costs of investment, taking into account the dates on which such cash flows occurred or are expected to occur, and compounding interest accordingly. There can be no assurance that the actual IRRs will equal the underwritten IRRs shown in the table. See “Item 1A“Risk Factors“The Company may not achieve its underwritten internal rate of return on its investments which may lead to future returns that may be significantly lower than anticipated” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of some of the factors that could adversely impact the returns received by the Company from the investments shown in the table over time (3) Does not include CMBS.

(4) Includes $30.1 million of restricted cash related to the UBS Facility.

(5) Includes $30.1 million of restricted cash related to the UBS Facility and $26.5 million related to investments purchased not yet settled.

(6) Represents an underwritten levered weighted average IRR. The Company’s ability to achieve the underwritten levered weighted average IRR additionally depends upon the Company re-borrowing approximately $184,261 under the JPMorgan Facility or any replacement facility with similar terms with regard to its portfolio of first mortgage loans.Without such re-borrowing, the levered weighted average underwritten IRR will be lower than the amount shown above, as indicated in the current weighted average underwritten IRR column on slide 7.

(7) Net of participations sold.

12

Financing Overview COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

§ ARI had total borrowings outstanding of $575.4 million at March 31, 2015:

Weighted Average

Remaining Weighted

Facility ($000s) Debt Balance Maturity(1) Average Rate

UBS Facility $ 133,899 3.5 Years 2.7%

Deutsche Bank Facility 300,005 3.0 Years 3.7%

JPMorgan Facility 89,005 2.8 Years 2.4%

Goldman Sachs Loan 52,524 4.1 Years 3.7%

Total Borrowings at March 31, 2015 $575,433 3.0 Years 3.1%

(1) Assumes extension options on the UBS Facility are exercised.

13

COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Financials

14

Consolidated Balance Sheets COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

(in thousands“except share and per share data)

March 31, 2015 December 31, 2014

Assets:(Unaudited)

Cash $ 39,962 $ 40,641

Restricted cash 30,127 30,127

Securities available-for-sale, at estimated fair value—17,105

Securities, at estimated fair value 520,449 522,730

Securities, held-to-maturity 154,446 154,283

Commercial mortgage loans, held for investment 563,390 458,520

Subordinate loans, held for investment 672,070 561,182

Investment in unconsolidated joint venture 18,901 37,016

Derivative instrument 1,026 4,070

Interest receivable 12,634 10,829

Deferred financing costs, net 9,090 7,444

Other assets 276 1,200

Total Assets $ 2,022,371 $ 1,845,147

Liabilities and Stockholders’ Equity

Liabilities:

Borrowings under repurchase agreements $ 575,433 $ 622,194

Convertible senior notes, net 246,881 246,464

Participations sold 119,314 89,584

Accounts payable and accrued expenses 3,319 7,578

Payable to related party 3,341 3,240

Dividends payable 27,601 21,018

Total Liabilities 975,889 990,078

Stockholders’ Equity:

Preferred stock, $0.01 par value, 50,000,000 shares authorized and 3,450,000 shares issued and outstanding in 2015

and 2014 ($86,250 aggregate liquidation preference) 35 35

Common stock, $0.01 par value, 450,000,000 shares authorized 58,413,205 and 46,900,442 shares issued and

outstanding in 2015 and 2014, respectively 584 469

Additional paid-in-capital 1,062,064 868,035

Retained earnings (accumulated deficit)(12,794)(10,485)

Accumulated other comprehensive loss(3,407)(2,985)

Total Stockholders’ Equity 1,046,482 855,069

Total Liabilities and Stockholders’ Equity $ 2,022,371 $ 1,845,147

15

Consolidated Statement of Operations COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

Three months ended

March 31, 2015 March 31, 2014

Net interest income:

Interest income from securities $ 8,287 $ 2,419

Interest income from securities, held to maturity 3,045 -

Interest income from commercial mortgage loans 10,094 4,011

Interest income from subordinate loans 18,610 14,730

Interest expense(11,482)(1,757)

Net interest income 28,554 19,403

Operating expenses:

General and administrative expenses (includes $1,117 and $426 of

equity-based compensation in 2015 and 2014, respectively)(2,355)(1,442)

Management fees to related party(3,341)(2,565)

Total operating expenses(5,696)(4,007)

Interest income from cash balances 11 -

Realized loss on sale of securities(443) -

Unrealized gain on securities 3,409 2,184

Foreign currency gain 2,722 -

Loss on derivative instruments(3,044) -

Net income $ 25,513 $ 17,580

Preferred dividends(1,860)(1,860)

Net income available to common stockholders $ 23,653 $ 15,720

Basic and diluted net income per share of common stock $ 0.47 $ 0.42

Basic weighted average shares of common stock outstanding 49,563,822 37,122,842

Diluted weighted average shares of common stock outstanding 50,171,687 37,341,050

Dividend declared per share of common stock $ 0.44 $ 0.40

16

Reconciliation of Operating Earnings to Net Income COMMERCIAL REAL ESTATE FINANCE, INC. (“ARI”)

Three Months Ended

Earnings Per Share Earnings Per Share

March 31, 2015(Diluted) March 31, 2014(Diluted)

Operating Earnings:

Net income available to common stockholders $ 23,653 $ 0.47 $ 15,720 $ 0.42

Adjustments:

Unrealized gain on securities(3,409)(0.07)(2,184)(0.06)

Unrealized loss on derivative instruments 3,044 0.06 —

Equity-based compensation expense 1,117 0.02 426 0.01

Foreign currency gain(2,722)(0.05) —

Amortization of convertible senior notes related to equity reclassification 539 0.01 29 -

Total adjustments:(1,431)(0.03)(1,729)(0.05)

Operating Earnings $ 22,222 $ 0.44 $ 13,991 $ 0.37

Basic weighted average shares of common stock outstanding 49,563,822 37,122,842

Diluted weighted average shares of common stock outstanding 50,171,687 37,341,050

17

Financial Metrics – Quarterly Migration Summary COMMERCIAL REAL ESTATE FINANCE, INC. (“ ARI”)

Financial Metrics

($ in thousands, except per share data) Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014

Net Interest Income $ 28,554 $ 27,049 $ 26,570 $ 23,784 $ 19,403

Management Fee 3,341 3,236 3,193 2,966 2,565

General and Administrative Costs 1,238 1,315 1,126 1,117 1,016

Non-Cash Stock Based Compensation 1,117 481 308 362 426

Net Income Available to Common Stockholders $ 23,653 $ 20,182 $ 17,299 $ 22,098 $ 15,720

GAAP Diluted EPS $ 0.47 $ 0.43 $ 0.37 $ 0.51 $ 0.42

Operating Earnings(1) $ 22,222 $ 21,179 $ 20,768 $ 18,045 $ 13,991

Operating EPS(1) $ 0.44 $ 0.45 $ 0.44 $ 0.42 $ 0.37

Distributions Declared to Common Stockholders $ 0.44 $ 0.40 $ 0.40 $ 0.40 $ 0.40

GAAP Book Value per Share of Common Stock $ 16.44 $ 16.39 $ 16.42 $ 16.30 $ 16.21

Total Stockholders’ Equity $ 1,046,482 $ 855,069 $ 855,686 $ 849,998 $ 687,912

Diluted weighted average shares of common stock outstanding 50,171,687 47,085,617 47,068,929 43,099,354 37,341,050

Return on Common Equity Based on Operating Earnings(2) 10.9% 11.0% 10.8% 10.6% 9.4%

(1) Operating Earnings is a non-GAAP financial measure that is used by the Company to approximate cash available for distribution and is defined by the Company as net income available to common stockholders, computed in accordance with GAAP, adjusted for (i) equity-based compensation expense (a portion of which may become cash-based upon final vesting and settlement of awards should the holder elect net share settlement to satisfy income tax withholding) (ii) any unrealized gains or losses or other non-cash items included in net income (iii) unrealized income from unconsolidated joint venture; (iv) foreign currency gains or losses; and (v) the non-cash amortization expense related to the reclassification of a portion of the senior convertible notes to stockholders” equity in accordance with GAAP. Please see slide 17 for a reconciliation of Operating Earnings and Operating Earnings per Share to GAAP net income and GAAP net income per share.

(2) Return on common equity is calculated as annualized Operating Earnings for the period as a percentage of average stockholders” equity for the period.

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