Bank of America Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Securitizations and Other Variable Interest Entities

Securitizations and Other Variable Interest Entities

6 Months Ended

Jun. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Securitizations and Other Variable Interest Entities

The Corporation utilizes VIEs in the ordinary course of business to support its own and its customers’ financing and investing needs. The tables in this Note present the assets, liabilities and maximum loss exposure of consolidated and unconsolidated VIEs at June 30, 2020 and December 31, 2019 in situations where the Corporation has continuing involvement with transferred assets or if the Corporation otherwise has a variable interest in the VIE. For more information on the Corporation's use of VIEs and related maximum loss exposure, see Note 1 – Summary of Significant Accounting Principles and Note 7 – Securitizations and Other Variable Interest Entities to the Consolidated Financial Statements of the Corporation’s 2019 Annual Report on Form 10-K.

The Corporation invests in ABS issued by third-party VIEs with which it has no other form of involvement and enters into certain

commercial lending arrangements that may also incorporate the use of VIEs, for example to hold collateral. These securities and loans are included in Note 4 – Securities or Note 5 – Outstanding Loans and Leases and Allowance for Credit Losses.

The Corporation did not provide financial support to consolidated or unconsolidated VIEs during the six months ended June 30, 2020 or the year ended December 31, 2019 that it was

not previously contractually required to provide, nor does it intend to do so.

The Corporation had liquidity commitments, including written put options and collateral value guarantees, with certain unconsolidated VIEs of $933 million and $1.1 billion at June 30, 2020 and December 31, 2019.

First-lien Mortgage Securitizations

As part of its mortgage banking activities, the Corporation securitizes a portion of the first-lien residential mortgage loans it originates or purchases from third parties. Except as described in Note 10 – Commitments and Contingencies, the Corporation does not provide guarantees or recourse to the securitization trusts other than standard representations and warranties.

The table below summarizes select information related to first-lien mortgage securitizations for the three and six months ended June 30, 2020 and 2019.




First-lien Mortgage Securitizations

	Residential Mortgage - Agency								Commercial Mortgage
	Three Months Ended June 30				Six Months Ended June 30				Three Months Ended June 30					Six Months Ended June 30
(Dollars in millions)	2020		2019		2020		2019		2020			2019		2020		2019
Proceeds from loan sales ⁽¹⁾	$	11,375	$	2,206	$	12,927	$	3,302	$	220		$	2,194	$	2,292	$	3,181
Gains (losses) on securitizations ⁽²⁾	715		8		721		15		(1		)	28		40		45
Repurchases from securitization trusts ⁽³⁾	167		242		295		486		—			—		—		—

⁽¹⁾

The Corporation transfers residential mortgage loans to securitizations sponsored primarily by the GSEs or Government National Mortgage Association (GNMA) in the normal course of business and primarily receives residential mortgage-backed securities in exchange. Substantially all of these securities are classified as Level 2 within the fair value hierarchy and are typically sold shortly after receipt.

⁽²⁾

A majority of the first-lien residential mortgage loans securitized are initially classified as LHFS and accounted for under the fair value option. Gains recognized on these LHFS prior to securitization, which totaled $34 million and $61 million, net of hedges, during the three and six months ended June 30, 2020 compared to $11 million and $19 million for the same periods in 2019, are not included in the table above.


⁽³⁾	The Corporation may have the option to repurchase delinquent loans out of securitization trusts, which reduces the amount of servicing advances it is required to make. The Corporation may also repurchase loans from securitization trusts to perform modifications. Repurchased loans include FHA-insured mortgages collateralizing GNMA securities.

The Corporation recognizes consumer mortgage servicing rights (MSRs) from the sale or securitization of consumer real estate loans. The unpaid principal balance of loans serviced for investors, including residential mortgage and home equity loans, totaled $183.4 billion and $210.5 billion at June 30, 2020 and 2019. Servicing fee and ancillary fee income on serviced loans was $124 million and $252 million during the three and six months ended June 30, 2020 compared to $144 million and $292 million for the same periods in 2019. Servicing advances on serviced loans, including loans serviced for others and loans held for investment, were $2.0 billion and $2.4 billion at June 30, 2020 and December 31, 2019. For more information on MSRs, see Note 14 – Fair Value Measurements.

During the three and six months ended June 30, 2019, the Corporation deconsolidated agency residential mortgage securitization trusts with total assets of $430 million and $1.1 billion. During the three months ended June 30, 2020, the Corporation completed the sale of $9.3 billion of consumer real estate loans through GNMA loan securitizations. As part of the securitizations, the Corporation retained $8.4 billion of mortgage-backed securities, which are classified as debt securities carried at fair value on the Consolidated Balance Sheet. Total gains on loan sales of $704 million were recorded in other income in the Consolidated Statement of Income.

The following table summarizes select information related to first-lien mortgage securitization trusts in which the Corporation held a variable interest at June 30, 2020 and December 31, 2019.




First-lien Mortgage VIEs

	Residential Mortgage
					Non-agency
	Agency				Prime				Subprime				Alt-A				Commercial Mortgage
(Dollars in millions)	June 30 2020		December 31 2019		June 30 2020		December 31 2019		June 30 2020		December 31 2019		June 30 2020		December 31 2019		June 30 2020		December 31 2019
Unconsolidated VIEs
Maximum loss exposure ⁽¹⁾	$	15,177	$	12,554	$	307	$	340	$	1,457	$	1,622	$	101	$	98	$	1,084	$	1,036
On-balance sheet assets
Senior securities:
Trading account assets	$	254	$	627	$	11	$	5	$	28	$	54	$	35	$	24	$	58	$	65
Debt securities carried at fair value	9,089		6,392		167		193		1,071		1,178		65		72		—		—
Held-to-maturity securities	5,834		5,535		—		—		—		—		—		—		875		809
All other assets	—		—		7		2		30		49		1		2		39		38
Total retained positions	$	15,177	$	12,554	$	185	$	200	$	1,129	$	1,281	$	101	$	98	$	972	$	912
Principal balance outstanding ⁽²⁾	$	154,300	$	160,226	$	7,022	$	7,268	$	7,275	$	8,594	$	18,393	$	19,878	$	55,693	$	60,129

Consolidated VIEs
Maximum loss exposure ⁽¹⁾	$	554	$	10,857	$	—	$	5	$	21	$	44	$	—	$	—	$	—	$	—
On-balance sheet assets
Trading account assets	$	554	$	780	$	94	$	116	$	214	$	149	$	—	$	—	$	—	$	—
Loans and leases, net	—		9,917		—		—		—		—		—		—		—		—
All other assets	—		161		—		—		—		—		—		—		—		—
Total assets	$	554	$	10,858	$	94	$	116	$	214	$	149	$	—	$	—	$	—	$	—
Total liabilities	$	—	$	4	$	94	$	111	$	193	$	105	$	—	$	—	$	—	$	—

⁽¹⁾

Maximum loss exposure includes obligations under loss-sharing reinsurance and other arrangements for non-agency residential mortgage and commercial mortgage securitizations, but excludes the reserve for representations and warranties obligations and corporate guarantees and also excludes servicing advances and other servicing rights and obligations. For more information, see Note 10 – Commitments and Contingencies and Note 14 – Fair Value Measurements.


⁽²⁾	Principal balance outstanding includes loans where the Corporation was the transferor to securitization VIEs with which it has continuing involvement, which may include servicing the loans.

Other Asset-backed Securitizations

The following table summarizes select information related to home equity, credit card and other asset-backed VIEs in which the Corporation held a variable interest at June 30, 2020 and December 31, 2019.




Home Equity Loan, Credit Card and Other Asset-backed VIEs

	Home Equity ⁽¹⁾					Credit Card ⁽²⁾						Resecuritization Trusts				Municipal Bond Trusts
(Dollars in millions)	June 30 2020		December 31 2019			June 30 2020			December 31 2019			June 30 2020		December 31 2019		June 30 2020		December 31 2019
Unconsolidated VIEs
Maximum loss exposure	$	348	$	412		$	—		$	—		$	9,673	$	7,526	$	3,309	$	3,701
On-balance sheet assets
Securities ⁽³⁾:
Trading account assets	$	—	$	—		$	—		$	—		$	1,067	$	2,188	$	—	$	—
Debt securities carried at fair value	9		11			—			—			3,107		1,126		—		—
Held-to-maturity securities	—		—			—			—			5,499		4,212		—		—
Total retained positions	$	9	$	11		$	—		$	—		$	9,673	$	7,526	$	—	$	—
Total assets of VIEs	$	862	$	1,023		$	—		$	—		$	20,951	$	21,234	$	3,826	$	4,395

Consolidated VIEs
Maximum loss exposure	$	67	$	64		$	15,340		$	17,915		$	123	$	54	$	1,292	$	2,656
On-balance sheet assets
Trading account assets	$	—	$	—		$	—		$	—		$	141	$	73	$	1,252	$	2,480
Loans and leases	133		122			23,155			26,985			—		—		—		—
Allowance for loan and lease losses	16		(2		)	(1,882		)	(800		)	—		—		—		—
All other assets	3		3			462			119			—		—		40		176
Total assets	$	152	$	123		$	21,735		$	26,304		$	141	$	73	$	1,292	$	2,656
On-balance sheet liabilities
Short-term borrowings	$	—	$	—		$	—		$	—		$	—	$	—	$	715	$	2,175
Long-term debt	85		64			6,373			8,372			18		19		—		—
All other liabilities	—		—			22			17			—		—		—		—
Total liabilities	$	85	$	64		$	6,395		$	8,389		$	18	$	19	$	715	$	2,175

⁽¹⁾

For unconsolidated home equity loan VIEs, the maximum loss exposure includes outstanding trust certificates issued by trusts in rapid amortization, net of recorded reserves. For both consolidated and unconsolidated home equity loan VIEs, the maximum loss exposure excludes the reserve for representations and warranties obligations and corporate guarantees. For more information, see Note 10 – Commitments and Contingencies.


⁽²⁾	At June 30, 2020 and December 31, 2019, loans and leases in the consolidated credit card trust included $9.1 billion and $10.5 billion of seller’s interest.


⁽³⁾	The retained senior securities were valued using quoted market prices or observable market inputs (Level 2 of the fair value hierarchy).

Home Equity Loans

The Corporation retains interests, primarily senior securities, in home equity securitization trusts to which it transferred home equity loans. In addition, the Corporation may be obligated to

provide subordinate funding to the trusts during a rapid amortization event. This obligation is included in the maximum loss exposure in the table above. The charges that will ultimately be recorded as a result of the rapid amortization events depend

on the undrawn portion of the HELOCs, performance of the loans, the amount of subsequent draws and the timing of related cash flows.

Credit Card Securitizations

The Corporation securitizes originated and purchased credit card loans. The Corporation’s continuing involvement with the securitization trust includes servicing the receivables, retaining an undivided interest (seller’s interest) in the receivables, and holding certain retained interests including subordinate interests in accrued interest and fees on the securitized receivables and cash reserve accounts.

No new senior debt securities were issued to third-party investors from the credit card securitization trust during the six months ended June 30, 2020 and 2019.

At June 30, 2020 and December 31, 2019, the Corporation held subordinate securities issued by the credit card securitization trust with a notional principal amount of $7.0 billion and $7.4 billion. These securities serve as a form of credit enhancement to the senior debt securities and have a stated interest rate of zero percent. No subordinate securities were issued by the credit card securitization trust during the six months ended June 30, 2020 and 2019.

Resecuritization Trusts

The Corporation transfers securities, typically MBS, into resecuritization VIEs generally at the request of customers seeking securities with specific characteristics. Generally, there are no significant ongoing activities performed in a resecuritization trust, and no single investor has the unilateral ability to liquidate the trust.

The Corporation resecuritized $10.7 billion and $18.1 billion of securities during the three and six months ended June 30, 2020 compared to $4.1 billion and $8.5 billion for the same periods in 2019. Securities transferred into resecuritization VIEs were measured at fair value with changes in fair value recorded in market making and similar activities prior to the resecuritization and,

accordingly, no gain or loss on sale was recorded. Securities received from the resecuritization VIEs were recognized at their fair value of $4.4 billion and $4.9 billion during the three and six months ended June 30, 2020 compared to $1.5 billion and $2.8 billion for the same periods in 2019, of which substantially all of the securities in the prior-year period were classified as trading account assets. Of the securities received as resecuritization proceeds during the three months ended June 30, 2020, $654 million, $2.1 billion and $1.7 billion were classified as trading account assets, debt securities carried at fair value and HTM securities, respectively. Of the securities received as resecuritizations proceeds during the six months ended June 30, 2020, $1.2 billion, $2.1 billion and $1.7 billion were classified as trading account assets, debt securities carried at fair value and HTM securities, respectively. Substantially all of the trading account securities and debt securities carried at fair value were categorized as Level 2 within the fair value hierarchy.

Municipal Bond Trusts

The Corporation administers municipal bond trusts that hold highly-rated, long-term, fixed-rate municipal bonds. The trusts obtain financing by issuing floating-rate trust certificates that reprice on a weekly or other short-term basis to third-party investors.

The Corporation’s liquidity commitments to unconsolidated municipal bond trusts, including those for which the Corporation was transferor, totaled $3.3 billion and $3.7 billion at June 30, 2020 and December 31, 2019. The weighted-average remaining life of bonds held in the trusts at June 30, 2020 was 7.0 years. There were no significant write-downs or downgrades of assets or issuers during the six months ended June 30, 2020 and 2019.

Other Variable Interest Entities

The table below summarizes select information related to other VIEs in which the Corporation held a variable interest at June 30, 2020 and December 31, 2019.




Other VIEs

	Consolidated			Unconsolidated			Total			Consolidated			Unconsolidated			Total
(Dollars in millions)	June 30, 2020									December 31, 2019
Maximum loss exposure	$	4,313		$	25,745		$	30,058		$	4,055		$	26,326		$	30,381
On-balance sheet assets
Trading account assets	$	2,135		$	597		$	2,732		$	2,213		$	549		$	2,762
Debt securities carried at fair value	—			71			71			—			74			74
Loans and leases	2,244			3,045			5,289			1,810			3,214			5,024
Allowance for loan and lease losses	(3		)	(130		)	(133		)	(2		)	(38		)	(40		)
All other assets	58			21,409			21,467			81			20,547			20,628
Total	$	4,434		$	24,992		$	29,426		$	4,102		$	24,346		$	28,448
On-balance sheet liabilities
Short-term borrowings	$	24		$	—		$	24		$	—		$	—		$	—
Long-term debt	98			—			98			46			—			46
All other liabilities	—			5,190			5,190			2			5,087			5,089
Total	$	122		$	5,190		$	5,312		$	48		$	5,087		$	5,135
Total assets of VIEs	$	4,434		$	101,761		$	106,195		$	4,102		$	98,491		$	102,593

Customer VIEs

Customer VIEs include credit-linked, equity-linked and commodity-linked note VIEs, repackaging VIEs and asset acquisition VIEs, which are typically created on behalf of customers who wish to obtain market or credit exposure to a specific company, index, commodity or financial instrument.

The Corporation’s maximum loss exposure to consolidated and unconsolidated customer VIEs totaled $2.1 billion and $2.2 billion at June 30, 2020 and December 31, 2019, including the notional amount of derivatives to which the Corporation is a counterparty,

net of losses previously recorded, and the Corporation’s investment, if any, in securities issued by the VIEs.

Collateralized Debt Obligation VIEs

The Corporation receives fees for structuring CDO VIEs, which hold diversified pools of fixed-income securities, typically corporate debt or ABS, which the CDO VIEs fund by issuing multiple tranches of debt and equity securities. CDOs are generally managed by third-party portfolio managers. The Corporation typically transfers assets to these CDOs, holds securities issued by the CDOs and may be a derivative counterparty to the CDOs. The Corporation’s

maximum loss exposure to consolidated and unconsolidated CDOs totaled $245 million and $304 million at June 30, 2020 and December 31, 2019.

Investment VIEs

The Corporation sponsors, invests in or provides financing, which may be in connection with the sale of assets, to a variety of investment VIEs that hold loans, real estate, debt securities or other financial instruments and are designed to provide the desired investment profile to investors or the Corporation. At June 30, 2020 and December 31, 2019, the Corporation’s consolidated investment VIEs had total assets of $601 million and $104 million. The Corporation also held investments in unconsolidated VIEs with total assets of $35.1 billion and $32.4 billion at June 30, 2020 and December 31, 2019. The Corporation’s maximum loss exposure associated with both consolidated and unconsolidated investment VIEs totaled $6.3 billion and $6.4 billion at June 30, 2020 and December 31, 2019 comprised primarily of on-balance sheet assets less non-recourse liabilities.

Leveraged Lease Trusts

The Corporation’s net investment in consolidated leveraged lease trusts totaled $1.7 billion at both June 30, 2020 and December 31, 2019. The trusts hold long-lived equipment such as rail cars, power generation and distribution equipment, and commercial aircraft. The Corporation structures the trusts and holds a significant residual interest. The net investment represents the Corporation’s maximum loss exposure to the trusts in the unlikely event that the leveraged lease investments become worthless. Debt issued by the leveraged lease trusts is non-recourse to the Corporation.

Tax Credit VIEs

The Corporation holds investments in unconsolidated limited partnerships and similar entities that construct, own and operate affordable housing, wind and solar projects. An unrelated third party is typically the general partner or managing member and has control over the significant activities of the VIE. The Corporation earns a return primarily through the receipt of tax credits allocated to the projects. The maximum loss exposure included in the Other VIEs table was $19.6 billion and $18.9 billion at June 30, 2020 and December 31, 2019. The Corporation’s risk of loss is generally mitigated by policies requiring that the project qualify for the expected tax credits prior to making its investment.

The Corporation’s investments in affordable housing partnerships, which are reported in other assets on the Consolidated Balance Sheet, totaled $10.3 billion and $10.0 billion, including unfunded commitments to provide capital contributions of $4.6 billion and $4.3 billion at June 30, 2020 and December 31, 2019. The unfunded commitments are expected to be paid over the next five years. The Corporation recognized tax credits and other tax benefits from investments in affordable housing partnerships of $342 million and $610 million and reported pretax losses in other income of $255 million and $527 million for the three and six months ended June 30, 2020. For the same periods in 2019, the Corporation recognized tax credits and other tax benefits of $291 million and $571 million and reported pretax losses in other income of $234 million and $482 million. Tax credits are recognized as part of the Corporation’s annual effective tax rate used to determine tax expense in a given quarter. Accordingly, the portion of a year’s expected tax benefits recognized in any given quarter may differ from 25 percent. The Corporation may from time to time be asked to invest additional amounts to support a troubled affordable housing project. Such

additional investments have not been and are not expected to be significant.