Quarterly report pursuant to Section 13 or 15(d)

Securitizations and Other Variable Interest Entities

v3.20.2
Securitizations and Other Variable Interest Entities
 9 Months Ended
Sep. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Securitizations and Other Variable Interest Entities 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 September 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 nine months ended September 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 $918 million and $1.1 billion at September 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 nine months ended September 30, 2020 and 2019.
First-lien Mortgage Securitizations
 
Residential Mortgage - Agency Commercial Mortgage
Three Months Ended September 30 Nine Months Ended September 30 Three Months Ended September 30 Nine Months Ended September 30
(Dollars in millions) 2020 2019 2020 2019 2020 2019 2020 2019
Proceeds from loan sales (1)
$ 1,698  $ 2,718  $ 14,625  $ 6,020  $ 945  $ 1,360  $ 3,237  $ 4,541 
Gains (losses) on securitizations (2)
3  8  724  23  17  28  57  73 
Repurchases from securitization trusts (3)
68  209  363  695  —  —  —  — 
(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 $44 million and $105 million, net of hedges, during the three and nine months ended September 30, 2020 compared to $19 million and $38 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 $172.5 billion and $201.3 billion at September 30, 2020 and 2019. Servicing fee and ancillary fee income on serviced loans was $101 million and $353 million during the three and nine months ended September 30, 2020 compared to $144 million and $436 million for the same periods in 2019. Servicing advances on serviced loans, including loans serviced for others and loans held for investment, were $2.1 billion and $2.4 billion at September 30, 2020 and December 31, 2019. For more information on MSRs, see Note 14 – Fair Value Measurements.
During the three and nine months ended September 30, 2019, the Corporation deconsolidated agency residential mortgage securitization trusts with total assets of $65 million and $1.2 billion. During the nine months ended September 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 MBS, 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 September 30, 2020 and December 31, 2019.

First-lien Mortgage VIEs
Residential Mortgage    
      Non-agency    
  Agency Prime Subprime Alt-A Commercial Mortgage
(Dollars in millions) Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019
Unconsolidated VIEs                    
Maximum loss exposure (1)
$ 14,199  $ 12,554  $ 286  $ 340  $ 1,440  $ 1,622  $ 167  $ 98  $ 1,138  $ 1,036 
On-balance sheet assets
                    
Senior securities:
                    
Trading account assets
 $ 152  $ 627  $ 9  $ 5  $ 8  $ 54  $ 102  $ 24  $ 60  $ 65 
Debt securities carried at fair value
 8,337  6,392  156  193  1,071  1,178  64  72  —  — 
Held-to-maturity securities
 5,710  5,535  —  —  —  —  —  —  887  809 
All other assets —  —  6  2  31  49  1  2  61  38 
Total retained positions
 $ 14,199  $ 12,554  $ 171  $ 200  $ 1,110  $ 1,281  $ 167  $ 98  $ 1,008  $ 912 
Principal balance outstanding (2)
$ 144,735  $ 160,226  $ 6,555  $ 7,268  $ 6,928  $ 8,594  $ 17,478  $ 19,878  $ 57,832  $ 60,129 
Consolidated VIEs                    
Maximum loss exposure (1)
$ 611  $ 10,857  $ —  $ 5  $ 63  $ 44  $ —  $ —  $ —  $ — 
On-balance sheet assets
                    
Trading account assets
 $ 611  $ 780  $ 86  $ 116  $ 260  $ 149  $ —  $ —  $ —  $ — 
Loans and leases, net —  9,917  —  —  —  —  —  —  —  — 
All other assets —  161  —  —  2  —  —  —  —  — 
Total assets $ 611  $ 10,858  $ 86  $ 116  $ 262  $ 149  $ —  $ —  $ —  $ — 
Total liabilities $ —  $ 4  $ 86  $ 111  $ 199  $ 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 September 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) Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019		 Sep 30
2020		 December 31
2019
Unconsolidated VIEs            
Maximum loss exposure $ 329  $ 412  $ —  $ —  $ 9,201  $ 7,526  $ 3,320  $ 3,701 
On-balance sheet assets            
Securities (3):
           
Trading account assets $ —  $ —  $ —  $ —  $ 1,009  $ 2,188  $ 3  $ — 
Debt securities carried at fair value
 9  11  —  —  2,990  1,126  —  — 
Held-to-maturity securities —  —  —  —  5,202  4,212  —  — 
Total retained positions $ 9  $ 11  $ —  $ —  $ 9,201  $ 7,526  $ 3  $ — 
Total assets of VIEs $ 804  $ 1,023  $ —  $ —  $ 18,811  $ 21,234  $ 3,835  $ 4,395 
Consolidated VIEs            
Maximum loss exposure $ 62  $ 64  $ 14,770  $ 17,915  $ 265  $ 54  $ 1,246  $ 2,656 
On-balance sheet assets            
Trading account assets $ —  $ —  $ —  $ —  $ 265  $ 73  $ 1,206  $ 2,480 
Loans and leases 122  122  21,793  26,985  —  —  —  — 
Allowance for loan and lease losses
 15  (2) (1,824) (800) —  —  —  — 
All other assets 3  3  93  119  —  —  40  176 
Total assets $ 140  $ 123  $ 20,062  $ 26,304  $ 265  $ 73  $ 1,246  $ 2,656 
On-balance sheet liabilities            
Short-term borrowings
 $ —  $ —  $ —  $ —  $ —  $ —  $ 714  $ 2,175 
Long-term debt 78  64  5,273  8,372  —  19  —  — 
All other liabilities —  —  19  17  —  —  —  — 
Total liabilities $ 78  $ 64  $ 5,292  $ 8,389  $ —  $ 19  $ 714  $ 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 September 30, 2020 and December 31, 2019, loans and leases in the consolidated credit card trust included $9.0 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.
During the nine months ended September 30, 2019, there were $1.3 billion of new senior debt securities issued to third-party investors from the credit card securitization trust. There were no new senior debt securities issued to third-party investors from the credit card securitization trust during the nine months ended September 30, 2020.
At September 30, 2020 and December 31, 2019, the Corporation held subordinate securities issued by the credit card securitization trust with a notional principal amount of $6.9 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. There were $202 million of these subordinate securities issued by the credit card securitization trust during the nine months ended September 30, 2019. There were no subordinate securities issued by the credit card securitization trust during the nine months ended September 30, 2020.
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 $8.3 billion and $26.4 billion of securities during the three and nine months ended September 30, 2020 compared to $5.2 billion and $13.7 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 $598 million and $5.5 billion during the three and nine months ended September 30, 2020 compared to $750 million and $3.5 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. All of the securities received as resecuritization proceeds during the three months ended September 30, 2020 were classified as trading account assets. Of the securities received as resecuritizations proceeds during the nine months ended September 30, 2020, $1.8 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 September 30, 2020 and December 31, 2019. The weighted-average remaining life of bonds held in the trusts at September 30, 2020 was 6.9 years. There were no significant write-downs or downgrades of assets or issuers during the nine months ended September 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 September 30, 2020 and December 31, 2019.
Other VIEs
Consolidated Unconsolidated Total Consolidated Unconsolidated Total
(Dollars in millions) September 30, 2020 December 31, 2019
Maximum loss exposure $ 4,162  $ 26,192  $ 30,354  $ 4,055  $ 26,326  $ 30,381 
On-balance sheet assets            
Trading account assets $ 2,064  $ 601  $ 2,665  $ 2,213  $ 549  $ 2,762 
Debt securities carried at fair value —  74  74  —  74  74 
Loans and leases 2,179  3,036  5,215  1,810  3,214  5,024 
Allowance for loan and lease losses (3) (182) (185) (2) (38) (40)
All other assets 53  21,957  22,010  81  20,547  20,628 
Total $ 4,293  $ 25,486  $ 29,779  $ 4,102  $ 24,346  $ 28,448 
On-balance sheet liabilities            
Short-term borrowings $ 25  $ —  $ 25  $ —  $ —  $ — 
Long-term debt 106  —  106  46  —  46 
All other liabilities —  5,383  5,383  2  5,087  5,089 
Total $ 131  $ 5,383  $ 5,514  $ 48  $ 5,087  $ 5,135 
Total assets of VIEs $ 4,293  $ 105,922  $ 110,215  $ 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 $2.4 billion and $2.2 billion at September 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 $252 million and $304 million at September 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 September 30, 2020 and December 31, 2019, the Corporation’s consolidated investment VIEs had total assets of $552 million and $104 million. The Corporation also held investments in unconsolidated VIEs with total assets of $37.3 billion and $32.4 billion at September 30, 2020 and December 31, 2019. The Corporation’s maximum loss exposure associated with both consolidated and unconsolidated investment VIEs totaled $5.9 billion and $6.4 billion at September 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 September 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 $20.0 billion and $18.9 billion at September 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 $10.6 billion and $10.0 billion, including unfunded commitments to provide capital contributions of $4.8 billion and $4.3 billion at September 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 $376 million and $986 million and reported pretax losses in other income of $272 million and $799 million for the three and nine months ended September 30, 2020. For the same periods in 2019, the Corporation recognized tax credits and other tax benefits of $276 million and $847 million and reported pretax losses in other income of $250 million and $732 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.