Quarterly report pursuant to Section 13 or 15(d)

Securitizations and Other Variable Interest Entities

v3.21.2
Securitizations and Other Variable Interest Entities
 6 Months Ended
Jun. 30, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Securitizations and Other Variable Interest Entities Securitizations and Other Variable Interest EntitiesThe 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 and liabilities of consolidated and unconsolidated VIEs at June 30, 2021 and December 31, 2020 in situations where the Corporation has continuing involvement with transferred assets or if the Corporation otherwise has a variable interest in the VIE. The tables also present the Corporation's maximum loss exposure at June 30, 2021 and December 31, 2020 resulting from its involvement with consolidated and unconsolidated VIEs
in which the Corporation holds a variable interest. 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 6 – Securitizations and Other Variable Interest Entities to the Consolidated Financial Statements of the Corporation’s 2020 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. In addition, the Corporation has used VIEs in connection with its funding activities.
The Corporation did not provide financial support to consolidated or unconsolidated VIEs during the six months ended June 30, 2021 or the year ended December 31, 2020 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 $968 million and $929 million at June 30, 2021 and December 31, 2020.
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, 2021 and 2020.
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) 2021 2020 2021 2020 2021 2020 2021 2020
Proceeds from loan sales (1)
$ 1,652  $ 11,375  $ 2,895  $ 12,927  $ 2,175  $ 220  $ 2,840  $ 2,292 
Gains on securitizations (2)
3  715  5  721  31  (1) 64  40 
Repurchases from securitization trusts (3)
98  167  178  295  —  —  —  — 
(1)The Corporation transfers residential mortgage loans to securitizations sponsored primarily by the Government-sponsored enterprise (GSEs) or Government National Mortgage Association (GNMA) in the normal course of business and primarily receives RMBS 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 $40 million and $73 million, net of hedges, during the three and six months ended June 30, 2021 compared to $34 million and $61 million for the same periods in 2020, 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 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 $138.7 billion and $183.4 billion at June 30, 2021 and 2020. Servicing fee and ancillary fee income on serviced loans was $104 million and $217 million during the three and six months ended June 30, 2021 compared to $124 million and $252 million for the same periods in 2020. Servicing advances on serviced loans, including loans serviced for others and loans held for investment, were $2.1 billion and $2.2 billion at June 30, 2021 and December 31, 2020. For more information on MSRs, see Note 14 – Fair Value Measurements.

During the six 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, 2021 and December 31, 2020.
First-lien Mortgage VIEs
Residential Mortgage    
      Non-agency    
  Agency Prime Subprime Alt-A Commercial Mortgage
(Dollars in millions) June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020
Unconsolidated VIEs                    
Maximum loss exposure (1)
$ 12,573  $ 13,477  $ 219  $ 250  $ 1,015  $ 1,031  $ 55  $ 46  $ 1,252  $ 1,169 
On-balance sheet assets
                    
Senior securities:
                    
Trading account assets
 $ 195  $ 152  $ 5  $ 2  $ 25  $ 8  $ 24  $ 12  $ 7  $ 60 
Debt securities carried at fair value
 6,260  7,588  87  103  651  676  31  33  —  — 
Held-to-maturity securities
 6,118  5,737  —  —  —  —  —  —  1,016  925 
All other assets —  —  6  6  28  26  —  1  57  50 
Total retained positions
 $ 12,573  $ 13,477  $ 98  $ 111  $ 704  $ 710  $ 55  $ 46  $ 1,080  $ 1,035 
Principal balance outstanding (2)
$ 114,769  $ 133,497  $ 5,400  $ 6,081  $ 6,409  $ 6,691  $ 15,181  $ 16,554  $ 70,340  $ 59,268 
Consolidated VIEs                    
Maximum loss exposure (1)
$ 1,080  $ 1,328  $ 17  $ 66  $ 23  $ 53  $ —  $ —  $ —  $ — 
On-balance sheet assets
                    
Trading account assets
 $ 1,080  $ 1,328  $ 122  $ 350  $ 226  $ 260  $ —  $ —  $ —  $ — 
All other assets —  —  —  —  —  —  —  —  —  — 
Total assets $ 1,080  $ 1,328  $ 122  $ 350  $ 226  $ 260  $ —  $ —  $ —  $ — 
Total liabilities $ —  $ —  $ 105  $ 284  $ 203  $ 207  $ —  $ —  $ —  $ — 
(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 table below 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, 2021 and December 31, 2020.
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
2021		 December 31
2020		 June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020		 June 30
2021		 December 31
2020
Unconsolidated VIEs            
Maximum loss exposure $ 179  $ 206  $ —  $ —  $ 6,788  $ 8,543  $ 3,736  $ 3,507 
On-balance sheet assets            
Securities (3):
           
Trading account assets $ —  $ —  $ —  $ —  $ 617  $ 948  $ —  $ — 
Debt securities carried at fair value
 1  2  —  —  2,282  2,727  —  — 
Held-to-maturity securities —  —  —  —  3,889  4,868  —  — 
Total retained positions $ 1  $ 2  $ —  $ —  $ 6,788  $ 8,543  $ —  $ — 
Total assets of VIEs $ 501  $ 609  $ —  $ —  $ 15,535  $ 17,250  $ 4,305  $ 4,042 
Consolidated VIEs            
Maximum loss exposure $ 52  $ 58  $ 9,960  $ 14,606  $ 281  $ 217  $ 309  $ 1,030 
On-balance sheet assets            
Trading account assets $ —  $ —  $ —  $ —  $ 284  $ 217  $ 269  $ 990 
Loans and leases 183  218  14,468  21,310  —  —  —  — 
Allowance for loan and lease losses
 15  14  (1,059) (1,704) —  —  —  — 
All other assets 3  4  1,063  1,289  —  —  40  40 
Total assets $ 201  $ 236  $ 14,472  $ 20,895  $ 284  $ 217  $ 309  $ 1,030 
On-balance sheet liabilities            
Short-term borrowings
 $ —  $ —  $ —  $ —  $ —  $ —  $ 287  $ 432 
Long-term debt 150  178  4,497  6,273  3  —  —  — 
All other liabilities —  —  15  16  —  —  —  — 
Total liabilities $ 150  $ 178  $ 4,512  $ 6,289  $ 3  $ —  $ 287  $ 432 
(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, 2021 and December 31, 2020, loans and leases in the consolidated credit card trust included $3.0 billion and $7.6 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 home equity lines
of credit, 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 six months ended June 30, 2021, there were $1.0 billion of new senior debt securities issued to third-party investors from the credit card securitization trust. 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.
At June 30, 2021 and December 31, 2020, the Corporation held subordinate securities issued by the credit card securitization trust with a notional principal amount of $6.6 billion and $6.8 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 $161 million of these subordinate securities issued by the credit card securitization trust during the six months ended June 30, 2021. No subordinate securities were issued by the credit card securitization trust during the six months ended June 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 $5.9 billion and $14.7 billion of securities during the three and six months ended June 30, 2021 compared to $10.7 billion and $18.1 billion for the same periods in 2020. 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. During the three and six months ended June 30, 2021 and 2020, resecuritization proceeds included securities with an initial fair value of $233 million and $519 million compared to $4.4 billion and $4.9 billion, of which substantially all of the securities in the current-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 resecuritization 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 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 $3.7 billion and $3.5 billion at June 30, 2021 and December 31, 2020. The weighted-average remaining life of bonds held in the trusts at June 30, 2021 was 6.5 years. There were no significant write-downs or downgrades of assets or issuers during the six months ended June 30, 2021 and 2020.
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, 2021 and December 31, 2020.
Other VIEs
Consolidated Unconsolidated Total Consolidated Unconsolidated Total
(Dollars in millions) June 30, 2021 December 31, 2020
Maximum loss exposure $ 4,565  $ 24,829  $ 29,394  $ 4,106  $ 23,870  $ 27,976 
On-balance sheet assets            
Trading account assets $ 2,437  $ 606  $ 3,043  $ 2,080  $ 623  $ 2,703 
Debt securities carried at fair value —  8  8  —  9  9 
Loans and leases 2,319  182  2,501  2,108  184  2,292 
Allowance for loan and lease losses (3) (8) (11) (3) (3) (6)
All other assets 28  23,541  23,569  54  22,553  22,607 
Total $ 4,781  $ 24,329  $ 29,110  $ 4,239  $ 23,366  $ 27,605 
On-balance sheet liabilities            
Short-term borrowings $ 37  $ —  $ 37  $ 22  $ —  $ 22 
Long-term debt 179  —  179  111  —  111 
All other liabilities —  5,972  5,972  —  5,658  5,658 
Total $ 216  $ 5,972  $ 6,188  $ 133  $ 5,658  $ 5,791 
Total assets of VIEs $ 4,781  $ 83,221  $ 88,002  $ 4,239  $ 77,984  $ 82,223 
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 $2.7 billion and $2.3 billion at June 30, 2021 and December 31, 2020, 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 $256 million and $298 million at June 30, 2021 and December 31, 2020.
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, 2021 and December 31, 2020, the Corporation’s consolidated investment VIEs had total assets of $764 million and $494 million. The Corporation also held investments in unconsolidated VIEs with total assets of $6.6 billion and $5.4 billion at June 30, 2021 and December 31, 2020. The Corporation’s maximum loss exposure associated with both consolidated and unconsolidated investment VIEs totaled $1.9 billion and $1.5 billion at June 30, 2021 and December 31, 2020 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 $1.6 billion and $1.7 billion at June 30, 2021 and December 31, 2020. 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 $22.8 billion and $22.0 billion at June 30, 2021 and December 31, 2020. 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 $11.7 billion and $11.2 billion, including unfunded commitments to provide capital contributions of $5.3 billion and $5.0 billion, at June 30, 2021 and December 31, 2020. 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 $334 million and $727 million and reported pretax losses in other income of $279
million and $555 million for the three and six months ended June 30, 2021. For the same periods in 2020, the Corporation recognized tax credits and other tax benefits of $342 million and $610 million and reported pretax losses in other income of $255 million and $527 million. These tax credits are recognized as part of the Corporation’s annual effective tax rate used to determine tax expense in a given quarter. The Corporation may 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.