NOTE 14 - FAIR VALUE ELECTION AND MEASUREMENT

The Company measures certain assets and liabilities at fair value, which are classified as level 1, 2, or 3 within the fair value hierarchy, as shown below, on the basis of whether the measurement employs observable or unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own assumptions taking into account information about market participant assumptions that is readily available.


•	Level 1: Quoted prices for identical instruments in active markets


•	Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets


•	Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. The Company’s recurring fair value measurements are based on either a requirement to measure such assets and liabilities at fair value or on the Company’s election to measure certain financial assets and liabilities at fair value. Assets and liabilities that are required to be measured at fair value on a recurring basis include trading securities, securities AFS, and derivative financial instruments. Assets and liabilities that the Company has elected to measure at fair value on a recurring basis include MSRs and certain LHFS, LHFI, trading loans, brokered time deposits, and issuances of fixed rate debt.

The Company elects to measure certain assets and liabilities at fair value to better align its financial performance with the economic value of actively traded or hedged assets or liabilities. The use of fair value also enables the Company to mitigate non-economic earnings volatility caused from financial assets and liabilities being carried at different bases of accounting, as well as to more accurately portray the active and dynamic management of the Company’s balance sheet.

The Company uses various valuation techniques and assumptions in estimating fair value. The assumptions used to estimate the value of an instrument have varying degrees of impact to the overall fair value of an asset or liability. This process involves the gathering of multiple sources of information, including broker quotes, values provided by pricing services, trading activity in other identical or similar securities, market indices, and pricing matrices. When observable market prices for the asset or liability are not available, the Company employs various modeling techniques, such as discounted cash flow analyses, to estimate fair value. Models used to produce material financial reporting information are validated prior to use and following any material change in methodology. Their performance is monitored quarterly, and any material deterioration in model performance is addressed. This review is performed by an internal group that reports to Enterprise Risk.

The Company has formal processes and controls in place to support the appropriateness of its fair value estimates. For fair values obtained from a third party, or those that include certain trader estimates of fair value, there is an independent price validation function that provides oversight for these estimates. For level 2 instruments and certain level 3 instruments, the validation generally involves evaluating pricing received from two or more third party pricing sources that are widely used by market participants. The Company evaluates this pricing information from both a qualitative and quantitative perspective and determines whether any pricing differences exceed acceptable thresholds. If thresholds are exceeded, the Company assesses differences in valuation approaches used, which may include contacting a pricing service to gain further insight into the valuation of a particular security or class of securities to resolve the pricing variance, which could include an adjustment to the price used for financial reporting purposes.

The Company classifies instruments within level 2 in the fair value hierarchy when it determines that external pricing sources estimated fair value using prices for similar instruments trading in active markets. A wide range of quoted values from pricing sources may imply a reduced level of market activity and indicate that significant adjustments to price indications have been made. In such cases, the Company evaluates whether the asset or liability should be classified as level 3.

Determining whether to classify an instrument as level 3 involves judgment and is based on a variety of subjective factors, including whether a market is inactive. A market is considered inactive if significant decreases in the volume and level of activity for the asset or liability have been observed. In making this determination the Company evaluates the number of recent transactions in either the primary or secondary market, whether or not price quotations are current, the nature of market participants, the variability of price quotations, the breadth of bid/ask spreads, declines in, or the absence of, new issuances, and the availability of public information. When a market is determined to be inactive, significant adjustments may be made to price indications when estimating fair value. In making these adjustments the Company seeks to employ assumptions a market participant would use to value the asset or liability, including consideration of illiquidity in the referenced market.

Recurring Fair Value Measurements

The following tables present certain information regarding assets and liabilities measured at fair value on a recurring basis and the changes in fair value for those specific financial instruments for which fair value has been elected.



	June 30, 2016
	Fair Value Measurements
(Dollars in millions)	Level 1		Level 2		Level 3		Netting Adjustments ¹			Assets/Liabilities at Fair Value
Assets
Trading assets and derivative instruments:
U.S. Treasury securities		$531		$—		$—		$—			$531
Federal agency securities	—		396		—		—			396
U.S. states and political subdivisions	—		54		—		—			54
MBS - agency	—		826		—		—			826
CLO securities	—		3		—		—			3
Corporate and other debt securities	—		499		—		—			499
CP	—		139		—		—			139
Equity securities	53		—		—		—			53
Derivative instruments	325		6,200		73		(4,929		)	1,669
Trading loans	—		2,680		—		—			2,680
Total trading assets and derivative instruments	909		10,797		73		(4,929		)	6,850

Securities AFS:
U.S. Treasury securities	4,441		—		—		—			4,441
Federal agency securities	—		372		—		—			372
U.S. states and political subdivisions	—		171		4		—			175
MBS - agency	—		23,524		—		—			23,524
MBS - non-agency residential	—		—		83		—			83
ABS	—		—		11		—			11
Corporate and other debt securities	—		31		5		—			36
Other equity securities ²	84		—		610		—			694
Total securities AFS	4,525		24,098		713		—			29,336

Residential LHFS	—		2,172		4		—			2,176
LHFI	—		—		246		—			246
MSRs	—		—		1,061		—			1,061

Liabilities
Trading liabilities and derivative instruments:
U.S. Treasury securities	473		—		—		—			473
MBS - agency	—		3		—		—			3
Corporate and other debt securities	—		311		—		—			311
Derivative instruments	164		5,714		13		(5,433		)	458
Total trading liabilities and derivative instruments	637		6,028		13		(5,433		)	1,245

Brokered time deposits	—		49		—		—			49
Long-term debt	—		970		—		—			970

¹Amounts represent offsetting cash collateral received from, and paid to, the same derivative counterparties, and the impact of netting derivative assets and derivative liabilities when a legally enforceable master netting agreement or similar agreement exists.

² Includes $84 million of mutual fund investments, $202 million of FHLB of Atlanta stock, $402 million of Federal Reserve Bank of Atlanta stock, and $6 million of other.



	December 31, 2015
	Fair Value Measurements
(Dollars in millions)	Level 1		Level 2		Level 3		Netting Adjustments ¹			Assets/Liabilities at Fair Value
Assets
Trading assets and derivative instruments:
U.S. Treasury securities		$538		$—		$—		$—			$538
Federal agency securities	—		588		—		—			588
U.S. states and political subdivisions	—		30		—		—			30
MBS - agency	—		553		—		—			553
CLO securities	—		2		—		—			2
Corporate and other debt securities	—		379		89		—			468
CP	—		67		—		—			67
Equity securities	66		—		—		—			66
Derivative instruments	262		4,182		21		(3,313		)	1,152
Trading loans	—		2,655		—		—			2,655
Total trading assets and derivative instruments	866		8,456		110		(3,313		)	6,119

Securities AFS:
U.S. Treasury securities	3,449		—		—		—			3,449
Federal agency securities	—		411		—		—			411
U.S. states and political subdivisions	—		159		5		—			164
MBS - agency	—		23,124		—		—			23,124
MBS - non-agency residential	—		—		94		—			94
ABS	—		—		12		—			12
Corporate and other debt securities	—		33		5		—			38
Other equity securities ²	93		—		440		—			533
Total securities AFS	3,542		23,727		556		—			27,825

Residential LHFS	—		1,489		5		—			1,494
LHFI	—		—		257		—			257
MSRs	—		—		1,307		—			1,307

Liabilities
Trading liabilities and derivative instruments:
U.S. Treasury securities	503		—		—		—			503
MBS - agency	—		37		—		—			37
Corporate and other debt securities	—		259		—		—			259
Derivative instruments	161		4,261		6		(3,964		)	464
Total trading liabilities and derivative instruments	664		4,557		6		(3,964		)	1,263

Long-term debt	—		973		—		—			973
Other liabilities ³	—		—		23		—			23

¹ Amounts represent offsetting cash collateral received from, and paid to, the same derivative counterparties, and the impact of netting derivative assets and derivative liabilities when a legally enforceable master netting agreement or similar agreement exists.

² Includes $93 million of mutual fund investments, $32 million of FHLB of Atlanta stock, $402 million of Federal Reserve Bank of Atlanta stock, and $6 million of other.

³ Includes contingent consideration obligations related to acquisitions.

The following tables present the difference between fair value and the aggregate UPB for which the FVO has been elected for certain trading loans, LHFS, LHFI, brokered time deposits, and long-term debt instruments.



(Dollars in millions)	Fair Value at June 30, 2016		Aggregate UPB at June 30, 2016		Fair Value Over/(Under) Unpaid Principal
Assets:
Trading loans		$2,680		$2,630		$50
LHFS:
Accruing	2,176		2,079		97
LHFI:
Accruing	240		239		1
Past due loans of 90 days or more	1		1		—
Nonaccrual	5		7		(2		)
Liabilities:
Brokered time deposits	49		50		(1		)
Long-term debt	970		907		63

(Dollars in millions)	Fair Value at December 31, 2015		Aggregate UPB at December 31, 2015		Fair Value Over/(Under) Unpaid Principal
Assets:
Trading loans		$2,655		$2,605		$50
LHFS:
Accruing	1,494		1,453		41
LHFI:
Accruing	254		259		(5		)
Nonaccrual	3		5		(2		)
Liabilities:
Long-term debt	973		907		66

The following tables present the change in fair value during the three and six months ended June 30, 2016 and 2015 of financial instruments for which the FVO has been elected, as well as for MSRs. The tables do not reflect the change in fair value attributable to related economic hedges the Company uses to mitigate the market-related risks associated with the financial instruments. Generally, changes in the fair value of economic hedges are recognized in trading income, mortgage production related income, mortgage servicing related income, or other noninterest income as appropriate, and are designed to partially offset the change in fair value of the financial instruments referenced in the tables below. The Company’s economic hedging activities are deployed at both the instrument and portfolio level.



	Fair Value (Loss)/Gain for the Three Months Ended June 30, 2016 for Items Measured at Fair Value Pursuant to Election of the FVO													Fair Value Gain/(Loss) for the Six Months Ended June 30, 2016 for Items Measured at Fair Value Pursuant to Election of the FVO
(Dollars in millions)	Trading Income			Mortgage Production Related Income ¹		Mortgage Servicing Related Income			Other Noninterest Income		Total Changes in Fair Values Included in Earnings ²			Trading Income		Mortgage Production Related Income ¹		Mortgage Servicing Related Income			Other Noninterest Income		Total Changes in Fair Values Included in Earnings ²
Assets:
Trading loans		($1	)		$—		$—			$—		($1	)		$5		$—		$—			$—		$5
LHFS	—			22		—			—		22			—		77		—			—		77
LHFI	—			—		—			3		3			—		—		—			6		6
MSRs	—			2		(185		)	—		(183		)	—		2		(432		)	—		(430		)
Liabilities:
Long-term debt	5			—		—			—		5			3		—		—			—		3

¹Income related to LHFS does not include income from IRLCs. For the three and six months ended June 30, 2016, income related to MSRs includes income recognized upon the sale of loans reported at LOCOM.

²Changes in fair value for the three and six months ended June 30, 2016 exclude accrued interest for the period then ended. Interest income or interest expense on trading loans, LHFS, LHFI, and long-term debt that have been elected to be measured at fair value are recognized in interest income or interest expense in the Consolidated Statements of Income.



	Fair Value (Loss)/Gain for the Three Months Ended June 30, 2015 for Items Measured at Fair Value Pursuant to Election of the FVO														Fair Value Gain/(Loss) for the Six Months Ended June 30, 2015 for Items Measured at Fair Value Pursuant to Election of the FVO
(Dollars in millions)	Trading Income			Mortgage Production Related Income ¹			Mortgage Servicing Related Income		Other Noninterest Income			Total Changes in Fair Values Included in Earnings ²			Trading Income		Mortgage Production Related Income ¹			Mortgage Servicing Related Income			Other Noninterest Income			Total Changes in Fair Values Included in Earnings ²
Assets:
Trading loans		($2	)		$—			$—		$—			($2	)		$2		$—			$—			$—			$2
LHFS	—			(24		)	—		—			(24		)	—		(12		)	—			—			(12		)
LHFI	—			—			—		(3		)	(3		)	—		—			—			(1		)	(1		)
MSRs	—			—			89		—			89			—		1			(37		)	—			(36		)
Liabilities:
Long-term debt	18			—			—		—			18			19		—			—			—			19

¹Income related to LHFS does not include income from IRLCs. For the three and six months ended June 30, 2015, income related to MSRs includes income recognized upon the sale of loans reported at LOCOM.

²Changes in fair value for the three and six months ended June 30, 2015 exclude accrued interest for the period then ended. Interest income or interest expense on trading loans, LHFS, LHFI, and long-term debt that have been elected to be measured at fair value are recognized in interest income or interest expense in the Consolidated Statements of Income.

The following is a discussion of the valuation techniques and inputs used in estimating fair value measurements for assets and liabilities measured at fair value on a recurring basis and classified as level 2 or 3.

Trading Assets and Derivative Instruments and Securities Available for Sale

Unless otherwise indicated, trading assets are priced by the trading desk and securities AFS are valued by an independent third party pricing service.

Federal agency securities

The Company includes in this classification securities issued by federal agencies and GSEs. Agency securities consist of debt obligations issued by HUD, FHLB, and other agencies or collateralized by loans that are guaranteed by the SBA and are, therefore, backed by the full faith and credit of the U.S. government. For SBA instruments, the Company estimated fair value based on pricing from observable trading activity for similar securities or obtained fair values from a third party pricing service. Accordingly, the Company classified these instruments as level 2.

U.S. states and political subdivisions

The Company’s investments in U.S. states and political subdivisions (collectively “municipals”) include obligations of county and municipal authorities and agency bonds, which are general obligations of the municipality or are supported by a specified revenue source. Holdings were geographically dispersed, with no significant concentrations in any one state or municipality. Additionally, all AFS municipal obligations classified as level 2 are highly rated or are otherwise collateralized by securities backed by the full faith and credit of the federal government.

Level 3 AFS municipal securities at June 30, 2016 and December 31, 2015 includes an immaterial amount of bonds that are redeemable with the issuer at par and cannot be traded in the market. As such, no significant observable market data for these instruments is available; therefore, these securities are priced at par.

MBS – agency

Agency MBS includes pass-through securities and collateralized mortgage obligations issued by GSEs and U.S. government agencies, such as Fannie Mae, Freddie Mac, and Ginnie Mae. Each security contains a guarantee by the issuing GSE or agency. For agency MBS, the Company estimated fair value based on pricing from observable trading activity for similar securities or obtained fair values from a third party pricing service; accordingly, the Company has classified these instruments as level 2.

MBS – non-agency residential

Non-agency residential MBS includes purchased interests in third party securitizations, as well as retained interests in Company-sponsored securitizations of 2006 and 2007 vintage residential mortgages (including both prime jumbo fixed rate collateral and floating rate collateral). At the time of purchase or origination, these securities had high investment grade ratings; however, through the credit crisis, they experienced deterioration in credit quality leading to downgrades to non-investment grade levels. The Company obtains pricing for these securities from an independent pricing service. The Company evaluates third party pricing to determine the reasonableness of the information relative to changes in market data, such as any recent trades, information received from market participants and analysts, and/or changes in the underlying collateral performance. The Company continued to classify non-agency residential MBS as level 3, as the Company believes that available third party pricing relies on significant unobservable assumptions, as evidenced by a persistently wide bid-ask price range and variability in pricing from the pricing services, particularly for the vintage and exposures held by the Company.

CLO Securities

CLO preference share exposure is estimated at fair value based on pricing from observable trading activity for similar securities. Accordingly, the Company has classified these instruments as level 2.

Asset-Backed Securities

ABS classified as securities AFS includes purchased interests in third party securitizations collateralized by home equity loans and are valued based on third party pricing with significant unobservable assumptions; as such, they are classified as level 3.

Corporate and other debt securities

Corporate debt securities are predominantly comprised of senior and subordinate debt obligations of domestic corporations and are classified as level 2. Other debt securities classified as trading in level 3 at December 31, 2015 included bonds that were not actively traded in the market and for which valuation judgments were highly subjective due to limited observable market data. At December 31, 2015, the fair value of these level 3 bonds were estimated using market comparable bond index yields. These bonds were sold during the first quarter of 2016.

Other debt securities classified as AFS in level 3 at June 30, 2016 and December 31, 2015 include bonds that are redeemable with the issuer at par and cannot be traded in the market. As such, observable market data for these instruments is not available.

Commercial Paper

The Company acquires CP that is generally short-term in nature (maturity of less than 30 days) and highly rated. The Company estimates the fair value of this CP based on observable pricing from executed trades of similar instruments; as such, CP is classified as level 2.

Equity securities

Equity securities classified as securities AFS primarily include FHLB of Atlanta stock and Federal Reserve Bank of Atlanta stock, which are redeemable with the issuer at cost and cannot be traded in the market. As such, observable market data for these instruments is not available and they are classified as level 3. The Company accounts for the stock based on industry guidance that requires these investments be carried at cost and evaluated for impairment based on the ultimate recovery of cost.

Derivative instruments

The Company holds derivative instruments for both trading and risk management purposes. Level 1 derivative instruments generally include exchange-traded futures or option contracts for which pricing is readily available. The Company’s level 2 instruments are predominantly OTC swaps, options, and forwards, measured using observable market assumptions for interest rates, foreign exchange, equity, and credit. Because fair values for OTC contracts are not readily available, the Company estimates fair values using internal, but standard, valuation models. The selection of valuation models is driven by the type of contract: for option-based products, the Company uses an appropriate option pricing model such as Black-Scholes. For forward-based products, the Company’s valuation methodology is generally a discounted cash flow approach.

The Company's derivative instruments classified as level 2 are primarily transacted in the institutional dealer market and priced with observable market assumptions at a mid-market valuation point, with appropriate valuation adjustments for liquidity and credit risk. To this end, the Company has evaluated liquidity premiums required by market participants, as well as the credit risk of its counterparties and its own credit. See Note 13, “Derivative Financial Instruments,” for additional information on the Company's derivative instruments.

The Company's derivative instruments classified as level 3 include IRLCs that satisfy the criteria to be treated as derivative financial instruments. The fair value of IRLCs on residential LHFS, while based on interest rates observable in the market, is highly dependent on the ultimate closing of the loans. These “pull-through” rates are based on the Company’s historical data and reflect the Company’s best estimate of the likelihood that a commitment will result in a closed loan. As pull-through rates increase, the fair value of IRLCs also increases. Servicing value is included in the fair value of IRLCs, and the fair value of servicing is determined by projecting cash flows, which are then discounted to estimate an expected fair value. The fair value of servicing is impacted by a variety of factors, including prepayment assumptions, discount rates, delinquency rates, contractually specified servicing fees, servicing costs, and underlying portfolio characteristics. Because these inputs are not transparent in market trades, IRLCs are considered to be level 3 assets. During the three and six months ended June 30, 2016, the Company transferred $87 million and $116 million, respectively, of net IRLCs out of level 3 as the associated loans were closed. During the three and six months ended June 30, 2015, the company transferred $37 million and $97 million, respectively, of net IRLCs out of level 3 as the associated loans were closed.

Trading loans

The Company engages in certain businesses whereby electing to measure loans at fair value for financial reporting aligns with the underlying business purpose. Specifically, the loans that are included within this classification are: (i) loans made, or acquired, in connection with the Company’s TRS business, (ii) loans backed by the SBA, and (iii) the loan sales and trading business within the Company’s Wholesale Banking segment. See Note 8, "Certain Transfers of Financial Assets and Variable Interest Entities," and Note 13, “Derivative Financial Instruments,” for further discussion of this business. All of these loans are classified as level 2 due to the nature of market data that the Company uses to estimate fair value.

The loans made in connection with the Company’s TRS business are short-term, senior demand loans supported by a pledge agreement granting first priority security interest to the Bank in all the assets held by the borrower, a VIE with assets comprised primarily of corporate loans. While these loans do not trade in the market, the Company believes that the par amount of the loans approximates fair value and no unobservable assumptions are used by the Company to value these loans. At both June 30, 2016 and December 31, 2015, the Company had outstanding $2.2 billion of these short-term loans measured at fair value.

SBA loans are similar to SBA securities discussed herein under “Federal agency securities,” except for their legal form. In both cases, the Company trades instruments that are fully guaranteed by the U.S. government as to contractual principal and interest and there is sufficient observable trading activity upon which to base the estimate of fair value. As these SBA loans are fully guaranteed, the changes in fair value are attributable to factors other than instrument-specific credit risk.

The loans from the Company’s sales and trading business are commercial and corporate leveraged loans that are either traded in the market or for which similar loans trade. The Company elected to measure these loans at fair value since they are actively traded. For the three and six months ended June 30, 2016, the Company recognized an immaterial amount of (losses)/gains in the Consolidated Statements of Income due to changes in fair value attributable to instrument-specific credit risk. For the three and six months ended June 30, 2015, the Company recognized an immaterial amount of losses in the Consolidated Statements of Income due to changes in fair value attributable to instrument-specific credit risk. The Company is able to obtain fair value estimates for substantially all of these loans through a third party valuation service that is broadly used by market participants. While most of the loans are traded in the market, the Company does not believe that trading activity qualifies the loans as level 1 instruments, as the volume and level of trading activity is subject to variability and the loans are not exchange-traded. At June 30, 2016 and December 31, 2015, $423 million and $356 million, respectively, of loans related to the Company’s trading business were held in inventory.

Loans Held for Sale and Loans Held for Investment

Residential LHFS

The Company values certain newly-originated mortgage LHFS predominantly at fair value based upon defined product criteria. The Company chooses to fair value these mortgage LHFS to eliminate the complexities and inherent difficulties of achieving hedge accounting and to better align reported results with the underlying economic changes in value of the loans and related hedge instruments. Any origination fees are recognized within mortgage production related income in the Consolidated Statements of Income when earned at the time of closing. The servicing value is included in the fair value of the loan and is initially recognized at the time the Company enters into IRLCs with borrowers. The Company employs derivative instruments to economically hedge changes in interest rates and the related impact on servicing value in the fair value of the loan. The mark-to-market adjustments related to LHFS and the associated economic hedges are captured in mortgage production related income.

LHFS classified as level 2 are primarily agency loans which trade in active secondary markets and are priced using current market pricing for similar securities, adjusted for servicing, interest rate risk, and credit risk. Non-agency residential mortgages are also included in level 2 LHFS. Transfers of certain mortgage LHFS into level 3 during the three and six months ended June 30, 2016 and 2015 were largely due to borrower defaults or the identification of other loan defects impacting the marketability of the loans.

For residential loans that the Company has elected to measure at fair value, the Company recognized an immaterial amount of gains/(losses) in the Consolidated Statements of Income due to changes in fair value attributable to borrower-specific credit risk for both the three and six months ended June 30, 2016 and 2015. In addition to borrower-specific credit risk, there are other more significant variables that drive changes in the fair values of the loans, including interest rates and general market conditions.

LHFI

LHFI classified as level 3 includes predominantly mortgage loans that are not marketable, largely due to the identification of loan defects. The Company chooses to measure these mortgage LHFI at fair value to better align reported results with the underlying economic changes in value of the loans and any related hedging instruments. The Company values these loans using a discounted cash flow approach based on assumptions that are generally not observable in current markets, such as prepayment speeds, default rates, loss severity rates, and discount rates. Level 3 LHFI also includes mortgage loans that are valued using collateral based pricing. Changes in the applicable housing price index since the time of the loan origination are considered and applied to the loan's collateral value. An additional discount representing the return that a buyer would require is also considered in the overall fair value.

Mortgage Servicing Rights

The Company records MSR assets at fair value using a discounted cash flow approach. The fair values of MSRs are impacted by a variety of factors, including prepayment assumptions, spreads, delinquency rates, contractually specified servicing fees, servicing costs, and underlying portfolio characteristics. The underlying assumptions and estimated values are corroborated by values received from independent third parties based on their review of the servicing portfolio, and comparisons to market transactions. Because these inputs are not transparent in market trades, MSRs are classified as level 3 assets. For additional information see Note 7, "Goodwill and Other Intangible Assets."

Liabilities

Trading liabilities and derivative instruments

Trading liabilities are primarily comprised of derivative contracts, but also include various contracts (primarily U.S. Treasury securities, corporate and other debt securities) that the Company uses in certain of its trading businesses. The Company's valuation methodologies for these derivative contracts and securities are consistent with those discussed within the corresponding sections herein under “Trading Assets and Derivative Instruments and Securities Available for Sale.”

During the second quarter of 2009, in connection with its sale of Visa Class B shares, the Company entered into a derivative contract whereby the ultimate cash payments received or paid, if any, under the contract are based on the ultimate resolution of litigation involving Visa. The value of the derivative was estimated based on the Company’s expectations regarding the ultimate resolution of that litigation, which involved a high degree of judgment and subjectivity. Accordingly, the value of the related derivative liability is classified as a level 3 instrument. See Note 12, "Guarantees," for a discussion of the valuation assumptions.

Brokered time deposits

The Company has elected to measure certain CDs at fair value. These debt instruments include embedded derivatives where the underlying is considered clearly and closely related to the host debt instrument. The Company elected to measure certain of these instruments at fair value to better align the economics of the CDs with the Company’s risk management strategies. The Company evaluated, on an instrument by instrument basis, whether a new issuance would be measured at fair value.

On January 1, 2016, the Company partially adopted ASU 2016-01, which requires changes in credit spreads for financial liabilities measured at fair value pursuant to a fair value option to be recognized in OCI. The impact to OCI is determined from the change in credit spreads above LIBOR swap spreads. For both the three and six months ended June 30, 2016 the impact on AOCI due to changes in credit spreads was immaterial. For additional information on the Company's partial adoption of ASU 2016-01, see Note 1, "Significant Accounting Policies."

The Company has classified CDs measured at fair value as level 2 instruments due to the Company's ability to reasonably measure all significant inputs based on observable market variables. The Company employs a discounted cash flow approach based on observable market interest rates for the term of the CD and an estimate of the Bank's credit risk. For the embedded derivative features, the Company uses the same valuation methodologies as if the derivative were a standalone derivative, as discussed herein under "Derivative instruments."

Long-term debt

The Company has elected to measure at fair value certain fixed rate issuances of public debt that are valued by obtaining price indications from a third party pricing service and utilizing broker quotes to corroborate the reasonableness of those marks. Additionally, information from market data of recent observable trades and indications from buy side investors, if available, are taken into consideration as additional support for the value. Due to the availability of this information, the Company determined that the appropriate classification for these debt issuances is level 2. The election to fair value certain fixed rate debt issuances was made to align the accounting for the debt with the accounting for offsetting derivative positions, without having to apply complex hedge accounting.

The Company utilizes derivative financial instruments to convert interest rates on its debt from fixed to floating rates. Prior to January 1, 2016, changes in the Company’s credit spreads for public debt measured at fair value impacted earnings. For the three and six months ended June 30, 2015, the estimated earnings impact from changes in credit spreads above U.S. Treasury rates resulted in an immaterial amount of gains and losses. On January 1, 2016, the Company partially adopted ASU 2016-01, which requires changes in credit spreads for certain financial instruments elected to be measured at fair value to be recognized in OCI. The impact to OCI for public debt measured at fair value is determined based on the change in credit spreads above LIBOR swap spreads. Upon adoption, the Company recognized a $5 million one-time, cumulative credit risk adjustment in AOCI to recognize the change in credit spreads that occurred prior to January 1, 2016. For the three and six months ended June 30, 2016, the impact on AOCI from changes in credit spreads resulted in an immaterial loss, net of tax. For additional information on the Company's partial adoption of ASU 2016-01, see Note 1, "Significant Accounting Policies."

Other liabilities

At December 31, 2015 the Company’s other liabilities measured at fair value on a recurring basis included a contingent consideration obligation related to a prior business combination. Contingent consideration was adjusted to fair value until settled. As the assumptions used to measure fair value were based on internal metrics that were not observable in the market, the contingent consideration liability was considered level 3. During the first quarter of 2016 , the Company's contingent consideration obligation under the liability was settled and paid in full.

The valuation technique and range, including weighted average, of the unobservable inputs associated with the Company's level 3 assets and liabilities are as follows:



	Level 3 Significant Unobservable Input Assumptions
(Dollars in millions)	Fair value June 30, 2016		Valuation Technique	Unobservable Input ¹	Range (weighted average)
Assets
Trading assets and derivative instruments:
Derivative instruments, net ²		$60	Internal model	Pull through rate	41-100% (75%)
Derivative instruments, net ²		$60	Internal model	MSR value	22-192 bps (92 bps)
Securities AFS:
U.S. states and political subdivisions	4		Cost	N/A
MBS - non-agency residential	83		Third party pricing	N/A
ABS	11		Third party pricing	N/A
Corporate and other debt securities	5		Cost	N/A
Other equity securities	610		Cost	N/A
Residential LHFS	4		Monte Carlo/Discounted cash flow	Option adjusted spread	104-125 bps (121 bps)
				Conditional prepayment rate	5-27 CPR (14 CPR)
				Conditional default rate	0-2 CDR (0.5 CDR)
LHFI	240		Monte Carlo/Discounted cash flow	Option adjusted spread	62-784 bps (186 bps)
				Conditional prepayment rate	5-35 CPR (16 CPR)
				Conditional default rate	0-5 CDR (1.8 CDR)
	6		Collateral based pricing	Appraised value	NM ³
MSRs	1,061		Monte Carlo/Discounted cash flow	Conditional prepayment rate	3-31 CPR (14 CPR)
MSRs	1,061		Monte Carlo/Discounted cash flow	Option adjusted spread	(1)-126% (9%)

¹For certain assets and liabilities where the Company utilizes third party pricing, the unobservable inputs and their ranges are not reasonably available, and therefore, have been noted as not applicable ("N/A").

²Represents the net of IRLC assets and liabilities entered into by the Mortgage Banking segment and includes the derivative liability associated with the Company's sale of Visa shares.

³Not meaningful.



	Level 3 Significant Unobservable Input Assumptions
(Dollars in millions)	Fair value December 31, 2015		Valuation Technique	Unobservable Input ¹	Range (weighted average)
Assets
Trading assets and derivative instruments:
Corporate and other debt securities		$89	Market comparables	Yield adjustment	126-447 bps (287 bps)
Derivative instruments, net ²	15		Internal model	Pull through rate	24-100% (79%)
Derivative instruments, net ²	15		Internal model	MSR value	29-210 bps (103 bps)
Securities AFS:
U.S. states and political subdivisions	5		Cost	N/A
MBS - non-agency residential	94		Third party pricing	N/A
ABS	12		Third party pricing	N/A
Corporate and other debt securities	5		Cost	N/A
Other equity securities	440		Cost	N/A
Residential LHFS	5		Monte Carlo/Discounted cash flow	Option adjusted spread	104-197 bps (125 bps)
				Conditional prepayment rate	2-17 CPR (8 CPR)
				Conditional default rate	0-2 CDR (0.5 CDR)
LHFI	251		Monte Carlo/Discounted cash flow	Option adjusted spread	62-784 bps (193 bps)
				Conditional prepayment rate	5-36 CPR (14 CPR)
				Conditional default rate	0-5 CDR (1.7 CDR)
	6		Collateral based pricing	Appraised value	NM ⁴
MSRs	1,307		Monte Carlo/Discounted cash flow	Conditional prepayment rate	2-21 CPR (10 CPR)
MSRs	1,307		Monte Carlo/Discounted cash flow	Option adjusted spread	(5)-110% (8%)
Liabilities
Other liabilities ³	23		Internal model	Loan production volume	150% (150%)

²Represents the net of IRLC assets and liabilities entered into by the Mortgage Banking segment and includes the derivative liability associated with the Company's sale of Visa shares.

³Input assumptions relate to the Company's contingent consideration obligations related to acquisitions. See Note 12, "Guarantees," for additional information.

⁴Not meaningful.

The following tables present a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (other than servicing rights which are disclosed in Note 7, “Goodwill and Other Intangible Assets”). Transfers into and out of the fair value hierarchy levels are assumed to occur at the end of the period in which the transfer occurred. None of the transfers into or out of level 3 have been the result of using alternative valuation approaches to estimate fair values. There were no transfers between level 1 and 2 during the three and six months ended June 30, 2016 and 2015.



	Fair Value Measurements Using Significant Unobservable Inputs
(Dollars in millions)	Beginning Balance April 1, 2016		Included in Earnings			OCI			Purchases		Sales			Settlements			Transfers to/from Other Balance Sheet Line Items			Transfers into Level 3		Transfers out of Level 3		Fair Value June 30, 2016		Included in Earnings (held at June 30, 2016) ¹
Assets
Trading assets:
Derivative instruments, net		$32		$116	²		$—			$—		$—			($1	)		($87	)		$—		$—		$60		$64	²
Securities AFS:
U.S. states and political subdivisions	5		—			—			—		—			(1		)	—			—		—		4		—
MBS - non-agency residential	88		—			—			—		—			(5		)	—			—		—		83		—
ABS	11		—			—			—		—			—			—			—		—		11		—
Corporate and other debt securities	5		—			—			—		—			—			—			—		—		5		—
Other equity securities	471		—			1		³	170		—			(32		)	—			—		—		610		—
Total securities AFS	580		—			1		³	170		—			(38		)	—			—		—		713		—

Residential LHFS	4		—			—			—		(7		)	—			(1		)	8		—		4		—
LHFI	255		3		⁴	—			—		—			(12		)	—			—		—		246		3		⁴



	Fair Value Measurements Using Significant Unobservable Inputs
(Dollars in millions)	Beginning Balance January 1, 2016		Included in Earnings				OCI				Purchases		Sales			Settlements			Transfers to/from Other Balance Sheet Line Items			Transfers into Level 3		Transfers out of Level 3			Fair Value June 30, 2016		Included in Earnings (held at June 30, 2016 ¹)
Assets
Trading assets:
Corporate and other debt securities		$89		($1	)	⁵		$—				$—		($88	)		$—			$—			$—		$—			$—		$—
Derivative instruments, net	15		161			²	—				—		—			—			(116		)	—		—			60		65		²
Total trading assets	104		160				—				—		(88		)	—			(116		)	—		—			60		65
Securities AFS:
U.S. states and political subdivisions	5		—				—				—		—			(1		)	—			—		—			4		—
MBS - non-agency residential	94		—				(1		)	³	—		—			(10		)	—			—		—			83		—
ABS	12		—				—				—		—			(1		)	—			—		—			11		—
Corporate and other debt securities	5		—				—				—		—			—			—			—		—			5		—
Other equity securities	440		—				1			³	276		—			(107		)	—			—		—			610		—
Total securities AFS	556		—				—			³	276		—			(119		)	—			—		—			713		—

Residential LHFS	5		—				—				—		(14		)	—			(2		)	17		(2		)	4		—
LHFI	257		6			⁴	—				—		—			(22		)	1			4		—			246		6		⁴
Liabilities
Other liabilities	23		—				—				—		—			(23		)	—			—		—			—		—

¹ Change in unrealized gains/(losses) included in earnings during the period related to financial assets/liabilities still held at June 30, 2016.

² Includes issuances, fair value changes, and expirations and are recognized in mortgage production related income.

³ Amount recognized in OCI is included in change in net unrealized gains/(losses) on securities AFS, net of tax.

⁴ Amounts are generally included in mortgage production related income; however, the mark on certain fair value loans is included in other noninterest income.

⁵ Amounts included in earnings are recognized in trading income.



	Fair Value Measurements Using Significant Unobservable Inputs
(Dollars in millions)	Beginning Balance April 1, 2015		Included in Earnings				OCI		Purchases		Sales			Settlements			Transfers to/from Other Balance Sheet Line Items			Transfers into Level 3		Transfers out of Level 3		Fair Value June 30, 2015		Included in Earnings (held at June 30, 2015¹)
Assets
Trading assets:
Derivative instruments, net		$37		$12		²		$—		$—		$—			$1			($36	)		$—		$—		$14		$—
Securities AFS:
U.S. states and political subdivisions	6		—				—		—		—			(1		)	—			—		—		5		—
MBS - non-agency residential	119		—				—		—		—			(7		)	—			—		—		112		—
ABS	21		—				—		—		—			(4		)	—			—		—		17		—
Corporate and other debt securities	5		—				—		—		—			(2		)	—			—		—		3		—
Other equity securities	616		—				—		83		—			(117		)	—			—		—		582		—
Total securities AFS	767		—				—		83		—			(131		)	—			—		—		719		—

Residential LHFS	4		—				—		—		(6		)	—			(1		)	5		—		2		—
LHFI	268		(3		)	³	—		—		—			(15		)	(1		)	14		—		263		(4		)	³
Liabilities
Other liabilities	21		2			⁴	—		—		—			—			—			—		—		23		2			⁴



	Fair Value Measurements Using Significant Unobservable Inputs
(Dollars in millions)	Beginning Balance January 1, 2015		Included in Earnings			OCI			Purchases		Sales			Settlements			Transfers to/from Other Balance Sheet Line Items			Transfers into Level 3		Transfers out of Level 3		Fair Value June 30, 2015		Included in Earnings (held at June 30, 2015 ¹)
Assets
Trading assets:
Derivative instruments, net		$20		$89	²		$—			$—		$—			$1			($96	)		$—		$—		$14		($4	)	²
Securities AFS:
U.S. states and political subdivisions	12		—			—			—		—			(7		)	—			—		—		5		—
MBS - non-agency residential	123		—			1			—		—			(12		)	—			—		—		112		—
ABS	21		—			—			—		—			(4		)	—			—		—		17		—
Corporate and other debt securities	5		—			—			—		—			(2		)	—			—		—		3		—
Other equity securities	785		—			—			104		—			(307		)	—			—		—		582		—
Total securities AFS	946		—			1		⁵	104		—			(332		)	—			—		—		719		—

Residential LHFS	1		—			—			—		(9		)	—			(1		)	11		—		2		—
LHFI	272		—			—			—		—			(24		)	(1		)	16		—		263		(2		)	³
Liabilities
Other liabilities	27		6		⁴	—			—		—			(10		)	—			—		—		23		6			⁴

¹ Change in unrealized gains/(losses) included in earnings for the period related to financial assets still held at June 30, 2015.

² Includes issuances, fair value changes, and expirations and are recognized in mortgage production related income.

³ Amounts are generally included in mortgage production related income; however, the mark on certain fair value loans is included in trading income.

⁴ Amounts included in earnings are recognized in other noninterest expense.

⁵Amounts recognized in OCI are included in change in net unrealized gains/(losses) on securities AFS, net of tax.

Non-recurring Fair Value Measurements

The following tables present losses recognized on assets still held at period end, and measured at fair value on a non-recurring basis, for the three and six months ended June 30, 2016 and the year ended December 31, 2015. Adjustments to fair value generally result from the application of LOCOM or through write-downs of individual assets. The tables do not reflect changes in fair value attributable to economic hedges the Company may have used to mitigate interest rate risk associated with LHFS.



			Fair Value Measurements						Losses for the Three Months Ended June 30, 2016			Losses for the Six Months Ended June 30, 2016
(Dollars in millions)	June 30, 2016		Level 1		Level 2		Level 3		Losses for the Three Months Ended June 30, 2016			Losses for the Six Months Ended June 30, 2016
LHFS		$17		$—		$17		$—		$—			$—
LHFI	63		—		—		63		—			—
OREO	8		—		1		7		(1		)	(1		)
Other assets	61		—		49		12		(24		)	(24		)

			Fair Value Measurements						Losses for the Year Ended December 31, 2015
(Dollars in millions)	December 31, 2015		Level 1		Level 2		Level 3		Losses for the Year Ended December 31, 2015
LHFS		$202		$—		$—		$202		($6	)
LHFI	48		—		—		48		—
OREO	19		—		—		19		(4		)
Other assets	36		—		29		7		(6		)

Discussed below are the valuation techniques and inputs used in developing fair value measurements for assets measured at fair value on a non-recurring basis and classified as level 1, 2, and/or 3.

Loans Held for Sale

At June 30, 2016, LHFS classified as level 2 consisted of commercial loans which were measured using observable market data from comparable loans. At December 31, 2015, LHFS consisted of commercial loans that were valued using significant unobservable assumptions from comparably rated loans. As such, these loans are classified as level 3. The decline in LHFS compared to December 31, 2015 was due to the sale of $185 million of these loans during the three months ended June 30, 2016.

Loans Held for Investment

At June 30, 2016 and December 31, 2015, LHFI consisted primarily of consumer and residential real estate loans discharged in Chapter 7 bankruptcy that had not been reaffirmed by the borrower, as well as nonperforming CRE loans for which specific reserves had been recognized. Cash proceeds from the sale of the underlying collateral is the expected source of repayment for a majority of these loans. Accordingly, the fair value of these loans is derived from the estimated fair value of the underlying collateral, incorporating market data if available. There were no gains or losses during the three and six months ended June 30, 2016 or the year ended December 31, 2015, as the charge-offs related to these loans are a component of the ALLL. Due to the lack of market data for similar assets, all of these loans are classified as level 3.

OREO

OREO is measured at the lower of cost, or fair value less costs to sell. OREO classified as level 2 consists primarily of residential homes and commercial properties for which binding purchase agreements exist. OREO classified as level 3 consists primarily of residential homes, commercial properties, and vacant lots and land for which initial valuations are based on property-specific appraisals, broker pricing opinions, or other limited, highly subjective market information. Updated value estimates are received regularly for level 3 OREO.

Other Assets

Other assets consists of cost and equity method investments, other repossessed assets, assets under operating leases where the Company is the lessor, branch properties, and land held for sale.

Investments in cost and equity method investments are valued based on the expected remaining cash flows to be received from these assets discounted at a market rate that is commensurate with the expected risk, considering relevant Company-specific valuation multiples, where applicable. Based on the valuation methodology and associated unobservable inputs, these investments are classified as level 3. During the three and six months ended June 30, 2016, the Company recognized impairment charges on its equity investments of $8 million. The Company did not recognize impairment charges on its equity investments during the year ended December 31, 2015.

Other repossessed assets comprises repossessed personal property that is measured at fair value less cost to sell. These assets are classified as level 3 as their fair value is determined based on a variety of subjective, unobservable factors. There were no losses recognized by the Company on other repossessed assets during the three and six months ended June 30, 2016 or the year ended December 31, 2015, as the impairment charges on repossessed personal property were a component of the ALLL.

The Company monitors the fair value of assets under operating leases where the Company is the lessor and recognizes impairment on the leased asset to the extent the carrying value is not recoverable and is greater than its fair value. Fair value is determined using collateral specific pricing digests, external appraisals, broker opinions, recent sales data from industry equipment dealers, and the discounted cash flows derived from the underlying lease agreement. As market data for similar assets and lease arrangements is available and used in the valuation, these assets are considered level 2. During both the three and six months ended June 30, 2016, the Company recognized impairment charges of $4 million attributable to the fair value of various personal property under operating leases. During the year ended December 31, 2015, the Company recognized impairment charges of $6 million attributable to changes in the fair value of various personal property under operating leases.

The Company recognized impairment charges of $7 million on branch properties during the three and six months ended June 30, 2016. These branches are classified as level 2, as their fair values were based on market comparables and broker opinions.

Land held for sale is recorded at the lesser of carrying value or fair value less cost to sell, and is considered level 2 as its fair value is determined based on market comparables and broker opinions. The Company recognized $5 million in impairment charges on land held for sale during the three and six months ended June 30, 2016. Impairment charges recognized on land held for sale were immaterial during the year ended December 31, 2015.

Fair Value of Financial Instruments

The measured amounts and fair values of the Company’s financial instruments are as follows:



	June 30, 2016				Fair Value Measurements
(Dollars in millions)	Measured Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents		$5,265		$5,265		$5,265		$—		$—	(a)
Trading assets and derivative instruments	6,850		6,850		909		5,868		73		(b)
Securities AFS	29,336		29,336		4,525		24,098		713		(b)
LHFS	2,468		2,475		—		2,400		75		(c)
LHFI, net	139,882		138,680		—		226		138,454		(d)
Financial liabilities:
Deposits	152,751		152,734		—		152,734		—		(e)
Short-term borrowings	4,857		4,857		—		4,857		—		(f)
Long-term debt	12,264		12,239		—		11,557		682		(f)
Trading liabilities and derivative instruments	1,245		1,245		637		595		13		(b)



	December 31, 2015				Fair Value Measurements
(Dollars in millions)	Measured Amount		Fair Value		Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents		$5,599		$5,599		$5,599		$—		$—	(a)
Trading assets and derivative instruments	6,119		6,119		866		5,143		110		(b)
Securities AFS	27,825		27,825		3,542		23,727		556		(b)
LHFS	1,838		1,842		—		1,803		39		(c)
LHFI, net	134,690		131,178		—		397		130,781		(d)
Financial liabilities:
Deposits	149,830		149,889		—		149,889		—		(e)
Short-term borrowings	4,627		4,627		—		4,627		—		(f)
Long-term debt	8,462		8,374		—		7,772		602		(f)
Trading liabilities and derivative instruments	1,263		1,263		664		593		6		(b)

The following methods and assumptions were used by the Company in estimating the fair value of financial instruments:


(a)	Cash and cash equivalents are valued at their carrying amounts, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments.


(b)	Trading assets and derivative instruments, securities AFS, and trading liabilities and derivative instruments that are classified as level 1 are valued based on quoted market prices. For those instruments classified as level 2 or 3, refer to the respective valuation discussions within this footnote.

(c)

LHFS are generally valued based on observable current market prices or, if quoted market prices are not available, quoted market prices of similar instruments. Refer to the LHFS section within this footnote for further discussion. When valuation assumptions are not readily observable in the market, instruments are valued based on the best available data to approximate fair value. This data may be internally developed and considers risk premiums that a market participant would require under then-current market conditions.

(d)

LHFI fair values are based on a hypothetical exit price, which does not represent the estimated intrinsic value of the loan if held for investment. The assumptions used are expected to approximate those that a market participant purchasing the loans would use to value the loans, including a market risk premium and liquidity discount. Estimating the fair value of the loan portfolio when loan sales and trading markets are illiquid or nonexistent requires significant judgment.

Generally, the Company measures fair value for LHFI based on estimated future discounted cash flows using current origination rates for loans with similar terms and credit quality, which derived an estimated value of 102% and 101% on the loan portfolio’s net carrying value at June 30, 2016 and December 31, 2015, respectively. The value derived from origination rates likely does not represent an exit price; therefore, an incremental market risk and liquidity discount was applied when estimating the fair value of these loans. The discounted value is a function of a market participant’s required yield in the current environment and is not a reflection of the expected cumulative losses on the loans.

(e)

Deposit liabilities with no defined maturity such as DDAs, NOW/money market accounts, and savings accounts have a fair value equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for CDs are estimated using a discounted cash flow approach that applies current interest rates to a schedule of aggregated expected maturities. The assumptions used in the discounted cash flow analysis are expected to approximate those that market participants would use in valuing deposits. The value of long-term relationships with depositors is not taken into account in estimating fair values. For valuation of brokered time deposits that the Company measures at fair value as well as those that are carried at amortized cost, refer to the respective valuation section within this footnote.

(f)

Fair values for short-term borrowings and certain long-term debt are based on quoted market prices for similar instruments or estimated discounted cash flows utilizing the Company’s current incremental borrowing rate for similar types of instruments. For long-term debt that the Company measures at fair value, refer to the respective valuation section within this footnote. For level 3 debt, the terms are unique in nature or there are no similar instruments that can be used to value the instrument without using significant unobservable assumptions. In these situations, the Company reviews current borrowing rates along with the collateral levels that secure the debt in determining an appropriate fair value adjustment.

Unfunded loan commitments and letters of credit are not included in the table above. At June 30, 2016 and December 31, 2015, the Company had $63.9 billion and $66.2 billion, respectively, of unfunded commercial loan commitments and letters of credit. A reasonable estimate of the fair value of these instruments is the carrying value of deferred fees plus the related unfunded commitments reserve, which was a combined $69 million and $66 million at June 30, 2016 and December 31, 2015, respectively. No active trading market exists for these instruments, and the estimated fair value does not include value associated with the borrower relationship. The Company does not estimate the fair values of consumer unfunded lending commitments which can generally be canceled by providing notice to the borrower.