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Loan Sale and Servicing Activities and Variable Interest Entities
6 Months Ended
Jun. 30, 2011
Loan Sale and Servicing Activities and Variable Interest Entities [Abstract]  
Loan Sale and Servicing Activities and Variable Interest Entities

Note 3 Loan Sale and Servicing Activities and Variable Interest Entities

 

Loan Sale and Servicing Activities

We have transferred residential and commercial mortgage loans in securitization or sales transactions in which we have continuing involvement. These transfers have occurred through Agency securitization, Non-Agency securitization, and whole-loan sale transactions. Agency securitizations consist of securitization transactions with Federal National Mortgage Association (FNMA), Federal Home Loan Mortgage Corporation (FHLMC), and Government National Mortgage Association (GNMA) (collectively the Agencies). FNMA and FHLMC generally securitize our transferred loans into mortgage-backed securities for sale into the secondary market through special purpose entities (SPEs) they sponsor. We, as an authorized GNMA issuer/servicer, pool Federal Housing Administration (FHA) and Department of Veterans Affairs (VA) insured loans into mortgage-backed securities for sale into the secondary market. In Non-Agency securitizations, we have transferred loans into securitization SPEs. In other instances third-party investors have purchased (in whole-loan sale transactions) and subsequently sold our loans into securitization SPEs. Third-party investors have also purchased our loans in whole-loan sale transactions. Securitization SPEs, which are legal entities that are utilized in the Agency and Non-Agency securitization transactions, are VIEs.

 

Our continuing involvement in the Agency securitizations, Non-Agency securitizations, and whole-loan sale transactions generally consists of servicing, repurchases of previously transferred loans and loss share arrangements, and, in limited circumstances, holding of mortgage-backed securities issued by the securitization SPEs. Refer to Note 3 Loan Sale and Servicing Activities and Variable Interest Entities in our 2010 Form 10-K for additional information regarding our continuing involvement in these transactions. In addition, further details of our repurchase and loss share obligations are contained in Note 17 Commitments and Guarantees.

 

Certain loans transferred to the Agencies contain removal of account provisions (ROAPs). Under these ROAPs, we hold an option to repurchase at par individual delinquent loans that meet certain criteria. When we have the unilateral ability to repurchase a delinquent loan, effective control over the loan has been regained and we recognize the loan and a corresponding liability on the balance sheet regardless of our intent to repurchase the loan. At June 30, 2011 and December 31, 2010, the balance of our ROAP asset and liability totaled $272 million and $336 million, respectively.

Certain Financial Information and Cash Flows Associated with Loan Sale and Servicing Activities 
    
  Residential Commercial Home Equity 
In millionsMortgages Mortgages (a) Loans/Lines (b) 
FINANCIAL INFORMATION - June 30, 2011          
Servicing portfolio (c) $124,765 $163,240 $5,810 
Carrying value of servicing assets (d)  996  592  1 
Servicing advances  525  451  6 
Servicing deposits  2,072  3,700  40 
Repurchase and recourse obligations (e)  95  55  55 
Carrying value of mortgage-backed securities held (f)  1,688  1,973    
FINANCIAL INFORMATION - December 31, 2010          
Servicing portfolio (c) $125,806 $162,514 $6,041 
Carrying value of servicing assets (d)  1,033  665  2 
Servicing advances  533  415  21 
Servicing deposits  2,661  3,537  61 
Repurchase and recourse obligations (e)  144  54  150 
Carrying value of mortgage-backed securities held (f)  2,171  1,875    

  Residential Commercial Home Equity 
In millionsMortgages Mortgages (a) Loans/Lines (b) 
CASH FLOWS - Three months ended June 30, 2011          
Sales of loans (g) $3,144 $421    
Repurchases of previously transferred loans (h)  365    $8 
Contractual servicing fees received  87  44  6 
Servicing advances recovered/(funded), net  (22)  (1)    
Cash flows on mortgage-backed securities held (f)  107  80    
CASH FLOWS - Three months ended June 30, 2010          
Sales of loans (g) $2,296 $636    
Repurchases of previously transferred loans (h)  465    $6 
Contractual servicing fees received  107  71  7 
Servicing advances recovered/(funded), net  174  57  3 
Cash flows on mortgage-backed securities held (f)  148  167    
CASH FLOWS - Six months ended June 30, 2011          
Sales of loans (g) $6,529 $904    
Repurchases of previously transferred loans (h)  809    $30 
Contractual servicing fees received  177  87  12 
Servicing advances recovered/(funded), net  8  (36)  15 
Cash flows on mortgage-backed securities held (f)  258  177    
CASH FLOWS - Six months ended June 30, 2010          
Sales of loans (g) $4,226 $978    
Repurchases of previously transferred loans (h)  1,206    $7 
Contractual servicing fees received  216  126  14 
Servicing advances recovered/(funded), net  60  2  9 
Cash flows on mortgage-backed securities held (f)  290  204    
(a)Represents financial and cash flow information associated with both commercial mortgage loan transfer and servicing activities.
(b)These activities were part of an acquired brokered home equity business in which PNC is no longer engaged. See Note 17 Commitments and Guarantees for further information.
(c)For our continuing involvement with residential mortgages and home equity loan/line transfers, amount represents outstanding balance of loans transferred
 and serviced. For commercial mortgages, amount represents the portion of the overall servicing portfolio in which loans have been transferred by us or third
 parties to VIEs.
(d)See Note 8 Fair Value and Note 9 Goodwill and Other Intangible Assets for further information.
(e)Represents liability for our loss exposure associated with loan repurchases for breaches of representations and warranties for our Residential Mortgage Banking and
 Distressed Assets Portfolio segments, and our multifamily commercial mortgage loss share arrangements for our Corporate & Institutional Banking segment.
 See Note 17 Commitments and Guarantees for further information.
(f)Represents securities held where PNC transferred to and/or serviced loans for a securitization SPE and we hold securities issued by that SPE.
(g)There were no gains or losses recognized on the transaction date for sales of residential mortgage and certain commercial mortgage loans as these loans are
 recognized on the balance sheet at fair value. For transfers of commercial loans not recognized on the balance sheet at fair value, gains/losses recognized on sales of
 these loans were insignificant for the periods presented.
(h)Includes repurchases of insured loans, government guaranteed loans, and loans repurchased through the exercise of our ROAP option.

Variable Interest Entities (VIEs)

As discussed in our 2010 Form 10-K, we are involved with various entities in the normal course of business that are deemed to be VIEs. The following provides a summary of VIEs, including those that we have consolidated and those in which we hold variable interests but have not consolidated into our financial statements as of June 30, 2011 and December 31, 2010.

Consolidated VIEs – Carrying Value (a)
                   
June 30, 2011  Credit Card Tax Credit   
In millionsMarket Street Securitization Trust Investments (b) Total 
Assets                
Cash and due from banks         $4  $4 
Interest-earning deposits with banks          9   9 
Investment securities $317           317 
Loans  3,010  $1,964       4,974 
Allowance for loan and lease losses      (105)       (105) 
Equity investments          1,332   1,332 
Other assets  421   8   606   1,035 
 Total assets $3,748  $1,867  $1,951  $7,566 
Liabilities                
Other borrowed funds $3,339  $287  $233  $3,859 
Accrued expenses      31   98   129 
Other liabilities  417       407   824 
 Total liabilities $3,756  $318  $738  $4,812 
                   
December 31, 2010  Credit Card Tax Credit   
In millionsMarket Street Securitization Trust Investments (b) Total 
Assets                
Cash and due from banks         $2  $2 
Interest-earning deposits with banks     $284   4   288 
Investment securities $192           192 
Loans  2,520   2,125       4,645 
Allowance for loan and lease losses      (183)       (183) 
Equity investments          1,177   1,177 
Other assets  271   9   396   676 
 Total assets $2,983  $2,235  $1,579  $6,797 
Liabilities                
Other borrowed funds $2,715  $523  $116  $3,354 
Accrued expenses      9   79   88 
Other liabilities  268       188   456 
 Total liabilities $2,983  $532  $383  $3,898 
(a) Amounts represent carrying value on PNC’s Consolidated Balance Sheet.
(b) Amounts primarily represent Low Income Housing Tax Credit (LIHTC) investments.

Assets and Liabilities of Consolidated VIEs (a)
          
  Aggregate Aggregate 
In millionsAssets Liabilities 
June 30, 2011        
Market Street $4,513  $4,517 
Credit Card Securitization Trust  1,902   475 
Tax Credit Investments (b)  1,958   775 
          
December 31, 2010        
Market Street $3,584  $3,588 
Credit Card Securitization Trust  2,269   1,004 
Tax Credit Investments (b)  1,590   420 
(a)Amounts in this table differ from total assets and liabilities in the preceding "Consolidated VIEs - Carrying Value" table as amounts in the preceding table reflect
 the elimination of intercompany assets and liabilities.
(b)Amounts primarily represent LIHTC investments.

Non-Consolidated VIEs  
                     
         Carrying  Carrying  
   Aggregate  Aggregate  PNC Risk  Value of  Value of  
In millionsAssets  Liabilities  of Loss  Assets  Liabilities  
June 30, 2011                  
Tax Credit Investments (a) $4,550 $2,488 $924 $924(c) $399(d) 
Commercial Mortgage-Backed Securitizations (b)  74,727  74,727  2,200  2,200(e)     
Residential Mortgage-Backed Securitizations (b)  35,729  35,729  1,712  1,710(e)  2(d) 
Collateralized Debt Obligations  16     1  1(c)     
 Total $115,022 $112,944 $4,837 $4,835  $401  
                     
         Carrying Carrying 
   Aggregate Aggregate PNC Risk Value of Value of 
In millionsAssets Liabilities of Loss Assets Liabilities 
December 31, 2010                  
Tax Credit Investments (a) $4,086 $2,258 $782 $782(c) $301(d) 
Commercial Mortgage-Backed Securitizations (b)  79,142  79,142  2,068  2,068(e)     
Residential Mortgage-Backed Securitizations (b)  42,986  42,986  2,203  2,199(e)  4(d) 
Collateralized Debt Obligations  18     1  1(c)     
 Total $126,232 $124,386 $5,054 $5,050  $305  
(a)Amounts primarily represent LIHTC investments. Aggregate assets and aggregate liabilities represent estimated balances due to limited availability of financial
 information associated with certain acquired partnerships.
(b)Amounts reflect involvement with securitization SPEs where PNC transferred to and/or services loans for a SPE and we hold securities issued by that SPE.
 We also invest in other mortgage and asset-backed securities issued by third-party VIEs with which we have no continuing involvement. Further information
 on these securities is included in Note 7 Investment Securities and values disclosed represent our maximum exposure to loss for those securities’ holdings.
(c)Included in Equity investments on our Consolidated Balance Sheet.
(d)Included in Other liabilities on our Consolidated Balance Sheet.
(e)Included in Trading securities, Investment securities, Other intangible assets, and Other assets on our Consolidated Balance Sheet.

Market Street

Market Street Funding LLC (Market Street) is a multi-seller asset-backed commercial paper conduit that is owned by an independent third party. Market Street's activities primarily involve purchasing assets or making loans secured by interests in pools of receivables from US corporations that desire access to the commercial paper market. Market Street funds the purchases of assets or loans by issuing commercial paper and is supported by pool-specific credit enhancements, liquidity facilities and program-level credit enhancement. Generally, Market Street mitigates its potential interest rate risk by entering into agreements with its borrowers that reflect interest rates based upon its weighted average commercial paper cost of funds. During 2010 and the first six months of 2011, Market Street met all of its funding needs through the issuance of commercial paper.

 

PNC Bank, N.A. provides certain administrative services, the program-level credit enhancement and all of the liquidity facilities to Market Street in exchange for fees negotiated based on market rates. Through these arrangements, PNC Bank, N.A. has the power to direct the activities of the SPE that most significantly affect its economic performance and these arrangements expose PNC Bank, N.A. to expected losses or residual returns that are significant to Market Street.

 

The commercial paper obligations at June 30, 2011 and December 31, 2010 were supported by Market Street's assets. While PNC Bank, N.A. may be obligated to fund under the $7.2 billion of liquidity facilities for events such as commercial paper market disruptions, borrower bankruptcies, collateral deficiencies or covenant violations, our credit risk under the liquidity facilities is secondary to the risk of first loss provided by the borrower such as by the over-collateralization of the assets or by another third party in the form of deal-specific credit enhancement. Deal-specific credit enhancement that supports the commercial paper issued by Market Street is generally structured to cover a multiple of expected losses for the pool of assets and is sized to generally meet rating agency standards for comparably structured transactions. In addition, PNC Bank, N.A. would be required to fund $1.4 billion of the liquidity facilities regardless of whether the underlying assets are in default. Market Street creditors have no direct recourse to PNC Bank, N.A.

 

PNC Bank, N.A. provides program-level credit enhancement to cover net losses in the amount of 10% of commitments, excluding explicitly rated AAA/Aaa facilities. PNC Bank, N.A. provides 100% of the enhancement in the form of a cash collateral account funded by a loan facility. This facility expires in June 2016. At June 30, 2011, $750 million was outstanding on this facility. This amount is eliminated in PNC's Consolidated Balance Sheet as we consolidate Market Street. We are not required to nor have we provided additional financial support to the SPE.

 

Credit Card Securitization Trust

We are the sponsor of several credit card securitizations facilitated through a trust. This bankruptcy-remote SPE or VIE was established to purchase credit card receivables from the sponsor and to issue and sell asset-backed securities created by it to independent third-parties. The SPE was financed primarily through the sale of these asset-backed securities. These transactions were originally structured as a form of liquidity and to afford favorable capital treatment. At June 30, 2011, only Series 2007-1 issued by the SPE was outstanding. Series 2006-1 and 2008-3 were paid off during the first and second quarters of 2011, respectively.

 

Our continuing involvement in these securitization transactions consists primarily of holding certain retained interests and acting as the primary servicer. For each securitization series, our retained interests held are in the form of a pro-rata undivided interest, or sellers' interest, in the transferred receivables, subordinated tranches of asset-backed securities, interest-only strips, discount receivables, and subordinated interests in accrued interest and fees in securitized receivables. We have consolidated the SPE as we are deemed the primary beneficiary of the entity based upon our level of continuing involvement. Our role as primary servicer gives us the power to direct the activities of the SPE that most significantly affect its economic performance and our holding of retained interests gives us the obligation to absorb or receive expected losses or residual returns that are significant to the SPE. Accordingly, all retained interests held in the credit card SPE are eliminated in consolidation. The underlying assets of the consolidated SPE are restricted only for payment of the beneficial interest issued by the SPE. We are not required to nor have we provided additional financial support to the SPE. Additionally, creditors of the SPE have no direct recourse to PNC.

 

Tax Credit Investments

We make certain equity investments in various limited partnerships or limited liability companies (LLCs) that sponsor affordable housing projects utilizing the LIHTC pursuant to Sections 42 and 47 of the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on capital, to facilitate the sale of additional affordable housing product offerings and to assist us in achieving goals associated with the Community Reinvestment Act. The primary activities of the investments include the identification, development and operation of multi-family housing that is leased to qualifying residential tenants. Generally, these types of investments are funded through a combination of debt and equity. We typically invest in these partnerships as a limited partner or non-managing member. We make similar investments in other types of tax credit investments.

 

Also, we are a national syndicator of affordable housing equity (together with the investments described above, the LIHTC investments). In these syndication transactions, we create funds in which our subsidiaries are the general partner or managing member and sell limited partnership or non-managing member interests to third parties, and in some cases may also purchase a limited partnership or non-managing member interest in the fund and/or provide mezzanine financing to the fund. The purpose of this business is to generate income from the syndication of these funds, generate servicing fees by managing the funds, and earn tax credits to reduce our tax liability. General partner or managing member activities include selecting, evaluating, structuring, negotiating, and

closing the fund investments in operating limited partnerships or LLCs, as well as oversight of the ongoing operations of the fund portfolio.

 

Typically, the general partner or managing member will be the party that has the right to make decisions that will most significantly impact the economic performance of the entity. However, certain partnership or LLC agreements provide the limited partner or non-managing member the ability to remove the general partner or managing member without cause. This results in the limited partner or non-managing member being the party that has the right to make decisions that will most significantly impact the economic performance of the entity. The primary sources of losses and benefits in LIHTC investments are the tax credits, tax benefits due to passive losses on the investments, and development and operating cash flows. We have consolidated LIHTC investments in which we are the general partner or managing member and have a limited partnership interest or non-managing member interest that could potentially absorb losses or receive benefits that are significant. The assets are primarily included in Equity investments and Other assets on our Consolidated Balance Sheet with the liabilities classified in Other liabilities and third party investors' interests included in the Equity section as Noncontrolling interests. Neither creditors nor equity investors in the LIHTC investments have any recourse to our general credit. There are no terms or conditions that have required or could require us, as the primary beneficiary, to provide financial support. Also, we have not provided nor do we intend to provide financial or other support to the limited partnership or LLC that we are not contractually obligated to provide. The consolidated aggregate assets and liabilities of these LIHTC investments are provided in the Consolidated VIEs table and reflected in the “Other” business segment.

 

For tax credit investments in which we do not have the right to make decisions that will most significantly impact the economic performance of the entity, we are not the primary beneficiary and thus they are not consolidated. These investments are disclosed in the Non-Consolidated VIEs table. The table also reflects our maximum exposure to loss. Our maximum exposure to loss is equal to our legally binding equity commitments adjusted for recorded impairment and partnership results. We use the equity method to account for our investment in these entities with the investments reflected in Equity investments on our Consolidated Balance Sheet. In addition, we increase our recognized investments and recognize a liability for all legally binding unfunded equity commitments. These liabilities are reflected in Other liabilities on our Consolidated Balance Sheet.

 

Residential and Commercial Mortgage-Backed Securitizations

In connection with each Agency and Non-Agency securitization discussed above, we evaluate each SPE utilized in these transactions for consolidation. In performing these assessments, we evaluate our level of continuing involvement in these transactions as the nature of our involvement ultimately determines whether or not we hold a variable interest and/or are the primary beneficiary of the SPE. Factors we consider in our consolidation assessment include the significance of (1) our role as servicer, (2) our holdings of mortgage-backed securities issued by the securitization SPE, and (3) the rights of third-party variable interest holders.

 

Our first step in our assessment is to determine whether we hold a variable interest in the securitization SPE. We hold a variable interest in an Agency and Non-Agency securitization SPE through our holding of mortgage-backed securities issued by the SPE and/or our repurchase and recourse obligations. Each SPE in which we hold a variable interest is evaluated to determine whether we are the primary beneficiary of the entity. For Agency securitization transactions, our contractual role as servicer does not give us the power to direct the activities that most significantly affect the economic performance of the SPEs. Thus, we are not the primary beneficiary of these entities. For Non-Agency securitization transactions, we would be the primary beneficiary to the extent our servicing activities give us the power to direct the activities that most significantly affect the economic performance of the SPE and we hold a more than insignificant variable interest in the entity. At June 30, 2011, our level of continuing involvement in Non-Agency securitization SPEs did not result in PNC being deemed the primary beneficiary of any of these entities. Details about the Agency and Non-Agency securitization SPEs where we hold a variable interest and are not the primary beneficiary are included in the table above. Our maximum exposure to loss as a result of our involvement with these SPEs is the carrying value of the mortgage-backed securities, servicing assets, servicing advances, and our liabilities associated with our repurchase and recourse obligations. Creditors of the securitization SPEs have no recourse to PNC's assets or general credit.