Fair Value Measurements

Accounting principles related to fair value measurements provide a framework for measuring fair value that focuses on the exit price that would be received to sell an asset or paid to transfer a liability in the principal market (or in the absence of the principal market, the most advantageous market) accessible in an orderly transaction between willing market participants (the "Fair Value Framework"). Where required by the applicable accounting standards, assets and liabilities are measured at fair value using the "highest and best use" valuation premise. Fair value measurement guidance clarifies that financial instruments do not have alternative use and, as such, the fair value of financial instruments should be determined using an "in-exchange" valuation premise. However, the fair value measurement literature provides a valuation exception and permits an entity to measure the fair value of a group of financial assets and financial liabilities with offsetting credit risks and/or market risks based on the exit price it would receive or pay to transfer the net risk exposure of a group of assets or liabilities if certain conditions are met. We elected to apply the measurement exception to a group of derivative instruments with offsetting credit risks and market risks, which primarily relate to interest rate, foreign currency, debt and equity price risk, and commodity price risk as of the reporting date.

Fair Value Adjustments The best evidence of fair value is quoted market price in an actively traded market, where available. In the event listed price or market quotes are not available, valuation techniques that incorporate relevant transaction data and market parameters reflecting the attributes of the asset or liability under consideration are applied. Where applicable, fair value adjustments are made to ensure the financial instruments are appropriately recorded at fair value. The fair value adjustments reflect the risks associated with the products, contractual terms of the transactions, and the liquidity of the markets in which the transactions occur. The fair value adjustments are broadly categorized by the following major types:

Credit valuation adjustment - The credit valuation adjustment is an adjustment to a group of financial assets and financial liabilities, predominantly derivative assets and derivative liabilities, to reflect the credit quality of the parties to the transaction in arriving at fair value. A credit valuation adjustment to a financial asset is required to reflect the default risk of the counterparty. A debit valuation adjustment to a financial liability is recorded to reflect the default risk of HUSI. See "Valuation Techniques - Derivatives" below for additional details.

Liquidity risk adjustment - The liquidity risk adjustment (primarily in the form of bid-offer adjustment) reflects the cost that would be incurred to close out the market risks by hedging, disposing or unwinding the position. Valuation models generally produce mid-market values. The bid-offer adjustment is made in such a way that results in a measure that reflects the exit price that most represents the fair value of the financial asset or financial liability under consideration or, where applicable, the fair value of the net market risk exposure of a group of financial assets or financial liabilities. These adjustments relate primarily to Level 2 assets.

Model valuation adjustment - Where fair value measurements are determined using an internal valuation model based on observable and unobservable inputs, certain valuation inputs may be less readily determinable. There may be a range of possible valuation inputs that market participants may assume in determining the fair value measurement. The resultant fair value measurement has inherent measurement risk if one or more parameters are unobservable and must be estimated. An input valuation adjustment is necessary to reflect the likelihood that market participants may use different input parameters, and to mitigate the possibility of measurement error. In addition, the values derived from valuation techniques are affected by the choice of valuation model and model limitation. When different valuation techniques are available, the choice of valuation model can be subjective. Furthermore, the valuation model applied may have measurement limitations. In those cases, an additional valuation adjustment is also applied to mitigate the measurement risk. Model valuation adjustments are not material and relate primarily to Level 2 instruments.

We apply stress scenarios in determining appropriate liquidity risk and model risk adjustments for Level 3 fair values by reviewing the historical data for unobservable inputs (e.g., correlation, volatility). Some stress scenarios involve at least a 95 percent confidence interval (i.e., two standard deviations). We also utilize unobservable parameter adjustments when instruments are valued using internally developed models which reflects the uncertainty in the value estimates provided by the model.

Funding Fair Value Adjustment ("FFVA") - The FFVA reflects the estimated present value of the future market funding cost or benefit associated with funding uncollateralized derivative exposure at rates other than the Overnight Indexed Swap ("OIS") rate. See "Valuation Techniques - Derivatives" below for additional details.

Fair Value Hierarchy The Fair Value Framework establishes a three-tiered fair value hierarchy as follows:

Level 1 quoted market price - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 valuation technique using observable inputs - Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are inactive, and measurements determined using valuation models where all significant inputs are observable, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 valuation technique with significant unobservable inputs - Level 3 inputs are unobservable inputs for the asset or liability and include situations where fair values are measured using valuation techniques based on one or more significant unobservable inputs.

Classification within the fair value hierarchy is based on whether the lowest hierarchical level input that is significant to the fair value measurement is observable. As such, the classification within the fair value hierarchy is dynamic and can be transferred to other hierarchy levels in each reporting period.

Where fair value measurements are determined based on information obtained from independent pricing services or brokers, Finance applies appropriate validation procedures to substantiate fair value. For price validation purposes, quotations from at least two independent pricing sources are obtained for each financial instrument, where possible.

The following factors are considered in determining fair values:


•	similarities between the asset or the liability under consideration and the asset or liability for which quotation is received;


•	collaboration of pricing by referencing to other independent market data such as market transactions and relevant benchmark indices;


•	consistency among different pricing sources;


•	the valuation approach and the methodologies used by the independent pricing sources in determining fair value;


•	the elapsed time between the date to which the market data relates and the measurement date;


•	the source of the fair value information; and


•	whether the security is traded in an active or inactive market.

Greater weight is given to quotations of instruments with recent market transactions, pricing quotes from dealers who stand ready to transact, quotations provided by market-makers who structured such instrument and market consensus pricing based on inputs from a large number of survey participants. Any significant discrepancies among the external quotations are reviewed and adjustments to fair values are recorded where appropriate. Where the transaction volume of a specific instrument has been reduced and the fair value measurement becomes less transparent, Finance will apply more detailed procedures to understand and challenge the appropriateness of the unobservable inputs and the valuation techniques used by the independent pricing service. Where applicable, Finance will develop a fair value estimate using its own pricing model inputs to test reasonableness. Where fair value measurements are determined using internal valuation models, Finance will validate the fair value measurement by either developing unobservable inputs based on the industry consensus pricing surveys in which we participate or back testing by observing the actual settlements occurring soon after the measurement date.

Assets and Liabilities Recorded at Fair Value on a Recurring Basis The following table presents information about our assets and liabilities measured at fair value on a recurring basis at December 31, 2019 and 2018, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. Unless otherwise noted below, assets and liabilities in the following table are recorded at fair value through net income (loss).



	Fair Value Measurements on a Recurring Basis
December 31, 2019	Level 1		Level 2		Level 3		Gross Balance		Netting⁽⁶⁾			Net Balance
	(in millions)
Assets:
Trading assets, excluding derivatives:
U.S. Treasury, U.S. Government agencies and sponsored enterprises	$	6,763	$	38	$	—	$	6,801	$	—		$	6,801
Asset-backed securities:
Collateralized debt obligations	—		71		—		71		—			71
Residential mortgages	—		—		17		17		—			17
Student loans	—		80		—		80		—			80
Corporate and other domestic debt securities	—		—		510		510		—			510
Debt securities issued by foreign entities	10,095		221		—		10,316		—			10,316
Equity securities	5,693		—		—		5,693		—			5,693
Precious metals trading	—		1,909		—		1,909		—			1,909
Derivatives:⁽¹⁾
Interest rate contracts	110		12,275		10		12,395		—			12,395
Foreign exchange contracts	80		16,456		—		16,536		—			16,536
Equity contracts	—		4,922		185		5,107		—			5,107
Precious metals contracts	70		1,085		3		1,158		—			1,158
Credit contracts	—		1,060		79		1,139		—			1,139
Other contracts⁽²⁾	—		—		10		10		—			10
Derivatives netting	—		—		—		—		(33,193		)	(33,193		)
Total derivatives	260		35,798		287		36,345		(33,193		)	3,152
Securities available-for-sale:⁽³⁾
U.S. Treasury, U.S. Government agencies and sponsored enterprises	17,532		14,702		—		32,234		—			32,234
Asset-backed securities:
Home equity	—		32		—		32		—			32
Other	—		—		111		111		—			111
Debt securities issued by foreign entities	3,158		128		—		3,286		—			3,286
Loans⁽⁴⁾	—		178		—		178		—			178
Other assets:
Equity securities	—		147		—		147		—			147
Equity securities measured at net asset value⁽⁵⁾	—		—		—		136		—			136
Total assets	$	43,501	$	53,304	$	925	$	97,866	$	(33,193	)	$	64,673
Liabilities:
Domestic deposits⁽⁴⁾	$	—	$	6,435	$	774	$	7,209	$	—		$	7,209
Trading liabilities, excluding derivatives	1,182		124		—		1,306		—			1,306
Derivatives:⁽¹⁾
Interest rate contracts	3		13,570		—		13,573		—			13,573
Foreign exchange contracts	—		15,805		1		15,806		—			15,806
Equity contracts	—		3,955		113		4,068		—			4,068
Precious metals contracts	80		1,306		3		1,389		—			1,389
Credit contracts	—		1,048		20		1,068		—			1,068
Other contracts⁽²⁾	—		—		85		85		—			85
Derivatives netting	—		—		—		—		(33,900		)	(33,900		)
Total derivatives	83		35,684		222		35,989		(33,900		)	2,089
Short-term borrowings⁽⁴⁾	—		373		—		373		—			373
Long-term debt⁽⁴⁾	—		9,993		354		10,347		—			10,347
Total liabilities	$	1,265	$	52,609	$	1,350	$	55,224	$	(33,900	)	$	21,324



	Fair Value Measurements on a Recurring Basis
December 31, 2018	Level 1		Level 2		Level 3		Gross Balance		Netting⁽⁶⁾			Net Balance
	(in millions)
Assets:
Trading assets, excluding derivatives:
U.S. Treasury, U.S. Government agencies and sponsored enterprises	$	5,368	$	152	$	—	$	5,520	$	—		$	5,520
Asset-backed securities:
Collateralized debt obligations	—		—		100		100		—			100
Residential mortgages	—		—		16		16		—			16
Student loans	—		—		92		92		—			92
Corporate and other domestic debt securities	—		—		1,803		1,803		—			1,803
Debt securities issued by foreign entities	8,552		207		—		8,759		—			8,759
Equity securities	751		—		—		751		—			751
Precious metals trading	—		1,889		—		1,889		—			1,889
Derivatives:⁽¹⁾
Interest rate contracts	2		10,053		2		10,057		—			10,057
Foreign exchange contracts	—		15,919		2		15,921		—			15,921
Equity contracts	—		2,449		97		2,546		—			2,546
Precious metals contracts	16		829		—		845		—			845
Credit contracts	—		883		73		956		—			956
Other contracts⁽²⁾	—		—		5		5		—			5
Derivatives netting	—		—		—		—		(27,192		)	(27,192		)
Total derivatives	18		30,133		179		30,330		(27,192		)	3,138
Securities available-for-sale:⁽³⁾
U.S. Treasury, U.S. Government agencies and sponsored enterprises	16,198		11,699		—		27,897		—			27,897
Asset-backed securities:
Home equity	—		42		—		42		—			42
Other	—		—		107		107		—			107
Debt securities issued by foreign entities	2,362		971		—		3,333		—			3,333
Loans⁽⁴⁾	—		109		—		109		—			109
Other assets:
Equity securities	—		190		—		190		—			190
Equity securities measured at net asset value⁽⁵⁾	—		—		—		88		—			88
Other assets⁽⁷⁾	—		—		4		4		—			4
Total assets	$	33,249	$	45,392	$	2,301	$	81,030	$	(27,192	)	$	53,838
Liabilities:
Domestic deposits⁽⁴⁾	$	—	$	7,229	$	925	$	8,154	$	—		$	8,154
Trading liabilities, excluding derivatives	738		215		—		953		—			953
Derivatives:⁽¹⁾
Interest rate contracts	45		11,140		—		11,185		—			11,185
Foreign exchange contracts	15		15,715		3		15,733		—			15,733
Equity contracts	—		2,717		149		2,866		—			2,866
Precious metals contracts	274		626		—		900		—			900
Credit contracts	—		926		21		947		—			947
Other contracts⁽²⁾	—		—		40		40		—			40
Derivatives netting	—		—		—		—		(28,847		)	(28,847		)
Total derivatives	334		31,124		213		31,671		(28,847		)	2,824
Short-term borrowings⁽⁴⁾	—		560		—		560		—			560
Long-term debt⁽⁴⁾	—		10,837		412		11,249		—			11,249
Total liabilities	$	1,072	$	49,965	$	1,550	$	52,587	$	(28,847	)	$	23,740

⁽¹⁾

Includes trading derivative assets of $3,055 million and $3,048 million and trading derivative liabilities of $1,929 million and $2,690 million at December 31, 2019 and 2018, respectively, as well as derivatives held for hedging and commitments accounted for as derivatives. See Note 15, "Derivative Financial Instruments," for additional information. Excluding changes in fair value of a derivative instrument associated with a qualifying cash flow hedge, which are recognized initially in other comprehensive income, derivative assets and liabilities are recorded at fair value through net income (loss).


⁽²⁾	Consists of swap agreements entered into in conjunction with the sales of Visa Class B Shares.


⁽³⁾	Securities available-for-sale are recorded at fair value through other comprehensive income.


⁽⁴⁾	See Note 16, "Fair Value Option," for additional information. Excluding the fair value movement on fair value option liabilities attributable to our own credit spread, which is recorded in other comprehensive income, fair value option assets and liabilities are recorded at fair value through net income (loss).


⁽⁵⁾	Investments that are measured at fair value using the net asset value per share practical expedient have not been classified in the fair value hierarchy.


⁽⁶⁾	Represents counterparty and cash collateral netting which allow the offsetting of amounts relating to certain contracts if certain conditions are met.


⁽⁷⁾	Represented contingent consideration receivable associated with the sale of a portion of our PB business, which concluded in 2019.

Information on Level 3 assets and liabilities The following table summarizes additional information about changes in the fair value of Level 3 assets and liabilities during 2019 and 2018. As a risk management practice, we may risk manage the Level 3 assets and liabilities, in whole or in part, using securities and derivative positions that are classified as Level 1 or Level 2 measurements within the fair value hierarchy. Since those Level 1 and Level 2 risk management positions are not included in the table below, the information provided does not reflect the effect of such risk management activities related to the Level 3 assets and liabilities.



	Jan. 1, 2019			Total Realized / Unrealized Gains (Losses) Included in						Purch- ases		Issu- ances			Settle- ments			Transfers Into Level 3			Transfers Out of Level 3			Dec. 31, 2019			Current Period / Unrealized Gains (Losses) Still Held Included in
	Jan. 1, 2019			Earnings			Other Compre- hensive Income (Loss)			Purch- ases		Issu- ances			Settle- ments			Transfers Into Level 3			Transfers Out of Level 3			Dec. 31, 2019			Earnings			Other Compre- hensive Income (Loss)
	(in millions)
Assets:
Trading assets, excluding derivatives:⁽¹⁾
Collateralized debt obligations	$	100		$	2		$	—		$	—	$	—		$	(30	)	$	—		$	(72	)	$	—		$	—		$	—
Residential mortgage asset-backed securities	16			1			—			—		—			—			—			—			17			—			—
Student loan asset-backed securities	92			5			—			—		—			(17		)	—			(80		)	—			—			—
Corporate and other domestic debt securities	1,803			—			—			—		—			(1,293		)	—			—			510			—			—
Derivatives, net:⁽²⁾
Interest rate contracts	2			13			—			—		—			—			—			(5		)	10			11			—
Foreign exchange contracts	(1		)	4			—			—		—			21			(21		)	(4		)	(1		)	—			—
Equity contracts	(52		)	122			—			—		—			1			—			1			72			112			—
Credit contracts	52			(36		)	—			—		—			31			4			8			59			10			—
Other contracts⁽³⁾	(35		)	(63		)	—			—		—			23			—			—			(75		)	—			—
Other asset-backed securities available-for-sale⁽⁴⁾	107			—			4			—		—			—			—			—			111			—			4
Other assets⁽⁵⁾	4			—			—			—		—			(4		)	—			—			—			—			—
Total assets	$	2,088		$	48		$	4		$	—	$	—		$	(1,268	)	$	(17	)	$	(152	)	$	703		$	133		$	4
Liabilities:
Domestic deposits⁽⁶⁾	$	(925	)	$	(99	)	$	(14	)	$	—	$	(188	)	$	236		$	(7	)	$	223		$	(774	)	$	(149	)	$	(14	)
Long-term debt⁽⁶⁾	(412		)	(43		)	(5		)	—		(156		)	144			—			118			(354		)	(51		)	(5		)
Total liabilities	$	(1,337	)	$	(142	)	$	(19	)	$	—	$	(344	)	$	380		$	(7	)	$	341		$	(1,128	)	$	(200	)	$	(19	)



	Jan. 1, 2018			Total Realized / Unrealized Gains (Losses) Included in						Purch- ases		Issu- ances			Settle- ments			Transfers Into Level 3			Transfers Out of Level 3		Dec. 31, 2018			Current Period Unrealized Gains (Losses)
	Jan. 1, 2018			Earnings			Other Compre- hensive Income (Loss)			Purch- ases		Issu- ances			Settle- ments			Transfers Into Level 3			Transfers Out of Level 3		Dec. 31, 2018			Current Period Unrealized Gains (Losses)
	(in millions)
Assets:
Trading assets, excluding derivatives:⁽¹⁾
Collateralized debt obligations	$	129		$	13		$	—		$	—	$	—		$	(42	)	$	—		$	—	$	100		$	10
Residential mortgage asset-backed securities	—			—			—			—		—			—			16			—		16			—
Student loan asset-backed securities	—			—			—			—		—			—			92			—		92			—
Corporate and other domestic debt securities	1,803			—			—			—		—			—			—			—		1,803			—
Derivatives, net:⁽²⁾
Interest rate contracts	—			2			—			—		—			—			—			—		2			2
Foreign exchange contracts	—			(2		)	—			—		—			1			—			—		(1		)	(1		)
Equity contracts	81			(126		)	—			—		—			(26		)	(2		)	21		(52		)	(95		)
Credit contracts	114			(2		)	—			—		—			(60		)	—			—		52			(44		)
Other contracts⁽³⁾	(46		)	(15		)	—			—		—			26			—			—		(35		)	—
Other asset-backed securities available-for-sale⁽⁴⁾	111			—			(4		)	—		—			—			—			—		107			(4		)
Other assets⁽⁵⁾	15			(3		)	—			—		—			(8		)	—			—		4			—
Total assets	$	2,207		$	(133	)	$	(4	)	$	—	$	—		$	(109	)	$	106		$	21	$	2,088		$	(132	)
Liabilities:
Domestic deposits⁽⁶⁾	$	(897	)	$	32		$	13		$	—	$	(400	)	$	149		$	(28	)	$	206	$	(925	)	$	33
Long-term debt⁽⁶⁾	(641		)	51			10			—		(197		)	207			(1		)	159		(412		)	43
Total liabilities	$	(1,538	)	$	83		$	23		$	—	$	(597	)	$	356		$	(29	)	$	365	$	(1,337	)	$	76


⁽¹⁾	Gains (losses) on trading assets, excluding derivatives are included in trading revenue in the consolidated statement of income (loss).

⁽²⁾

Level 3 net derivatives included derivative assets of $287 million and derivative liabilities of $222 million at December 31, 2019 and derivative assets of $179 million and derivative liabilities of $213 million at December 31, 2018. Gains (losses) on derivatives, net are predominantly included in trading revenue and gain (loss) on instruments designated at fair value and related derivatives in the consolidated statement of income (loss).


⁽³⁾	Consists of swap agreements entered into in conjunction with the sales of Visa Class B Shares. Gains (losses) on these swap agreements are included in other income in the consolidated statement of income (loss).


⁽⁴⁾	Realized gains (losses) on securities available-for-sale are included in other securities gains, net in the consolidated statement of income (loss). Unrealized gains (losses) on securities available-for-sale are included in other comprehensive income.


⁽⁵⁾	Represented contingent consideration receivable associated with the sale of a portion of our PB business, which concluded in 2019. Gains (losses) associated with this transaction were included in other income in the consolidated statement of income (loss).


⁽⁶⁾	Excluding unrealized gains (losses) on fair value option liabilities attributable to our own credit spread, which are recorded in other comprehensive income, gains (losses) on fair value option liabilities are included in gain (loss) on instruments designated at fair value and related derivatives in the consolidated statement of income (loss).

Significant Unobservable Inputs for Recurring Fair Value Measurements

The following table presents quantitative information about the unobservable inputs used to determine the recurring fair value measurement of assets and liabilities classified as Level 3 fair value measurements at December 31, 2019 and 2018:



December 31, 2019
Financial Instrument Type	Fair Value (in millions)			Valuation Technique(s)	Significant Unobservable Inputs	Range of Inputs	Weighted Average⁽¹⁾
Residential mortgage asset-backed securities	$	17		Broker quotes or consensus pricing and, where applicable, discounted cash flows	Prepayment rates	1%	N/A
					Conditional default rates	8%	N/A
					Loss severity rates	70%	N/A
					Discount margin	600bps	N/A
Corporate and other domestic debt securities	$	510		Discounted cash flows	Spread volatility on collateral assets	4%	N/A
					Correlation between insurance claim shortfall and collateral value	80%	N/A
Interest rate derivative contracts	$	10		Market comparable adjusted for probability to fund and, where applicable, discounted cash flows	Probability to fund for rate lock commitments	42% - 100%	80%
					Likelihood of transaction being executed	90%	N/A
Foreign exchange derivative contracts⁽²⁾	$	(1	)	Option pricing model	Implied volatility of currency pairs	6% - 11%	8%
Equity derivative contracts⁽²⁾	$	72		Option pricing model	Equity / Equity Index volatility	7% - 36%	22%
					Equity / Equity and Equity / Index correlation	43% - 79%	49%
					Equity dividend yields	0% - 4%	2%
Credit derivative contracts	$	59		Option pricing model and, where applicable, discounted cash flows	Credit default swap spreads	41bps	N/A
Other derivative contracts	$	(75	)	Discounted cash flows	Conversion rate	1.6 times	N/A
					Expected duration	3 years	N/A
Other asset-backed securities available-for-sale	$	111		Discounted cash flows	Market assumptions related to yields for comparable instruments	0% - 3%	2%
Domestic deposits (structured deposits)⁽²⁾⁽³⁾	$	(774	)	Option adjusted discounted cash flows	Implied volatility of currency pairs	6% - 11%	8%
					Equity / Equity Index volatility	7% - 28%	13%
					Equity / Equity and Equity / Index correlation	43% - 49%	46%
Long-term debt (structured notes)⁽²⁾⁽³⁾	$	(354	)	Option adjusted discounted cash flows	Implied volatility of currency pairs	6% - 11%	8%
					Equity / Equity Index volatility	7% - 29%	16%
					Equity / Equity and Equity / Index correlation	54% - 79%	64%



December 31, 2018
Financial Instrument Type	Fair Value (in millions)			Valuation Technique(s)	Significant Unobservable Inputs	Range of Inputs
Collateralized debt obligations	$	100		Broker quotes or consensus pricing and, where applicable, discounted cash flows	Prepayment rates	0% - 1%
					Conditional default rates	0% - 1%
					Loss severity rates	90% - 95%
Residential mortgage asset-backed securities	$	16		Broker quotes or consensus pricing and, where applicable, discounted cash flows	Prepayment rates	1%
					Conditional default rates	4%
					Loss severity rates	85%
					Discount margin	250bps
Student loan asset-backed securities	$	92		Broker quotes or consensus pricing and, where applicable, discounted cash flows	Prepayment rates	6% - 7%
					Conditional default rates	1% - 2%
					Loss severity rates	25% - 40%
					Discount margin	91bps -115bps
Corporate and other domestic debt securities	$	1,803		Discounted cash flows	Spread volatility on collateral assets	2% - 4%
					Correlation between insurance claim shortfall and collateral value	80%
Interest rate derivative contracts	$	2		Market comparable adjusted for probability to fund and, where applicable, discounted cash flows	Probability to fund for rate lock commitments	3% - 99%
					Likelihood of transaction being executed	90%
Foreign exchange derivative contracts⁽²⁾	$	(1	)	Option pricing model	Implied volatility of currency pairs	8% - 12%
Equity derivative contracts⁽²⁾	$	(52	)	Option pricing model	Equity / Equity Index volatility	7% - 44%
					Equity / Equity and Equity / Index correlation	42% - 79%
					Equity dividend yields	0% - 7%
Credit derivative contracts	$	52		Option pricing model and, where applicable, discounted cash flows	Credit default swap spreads	102bps - 118bps
Other derivative contracts	$	(35	)	Discounted cash flows	Conversion rate	1.6 times
					Expected duration	2 years
Other asset-backed securities available-for-sale	$	107		Discounted cash flows	Market assumptions related to yields for comparable instruments	1% - 3%
Other assets	$	4		Discounted cash flows	Client transfer rates based on rating	50% - 95%
Domestic deposits (structured deposits)⁽²⁾⁽³⁾	$	(925	)	Option adjusted discounted cash flows	Implied volatility of currency pairs	8% - 12%
					Equity / Equity Index volatility	7% - 37%
					Equity / Equity and Equity / Index correlation	42% - 49%
Long-term debt (structured notes)⁽²⁾⁽³⁾	$	(412	)	Option adjusted discounted cash flows	Implied volatility of currency pairs	8% - 12%
					Equity / Equity Index volatility	7% - 42%
					Equity / Equity and Equity / Index correlation	45% - 79%


⁽¹⁾	For other asset-backed securities available-for-sale, the value shown is the arithmetic average. For foreign exchange derivatives, equity derivatives, structured deposits and structured notes, weighted averages are calculated based on the fair value of the instruments. For all remaining instrument types, weighted averages are calculated based on the notional value of the instruments.


⁽²⁾	We are the client-facing entity and we enter into identical but opposite derivatives to transfer the resultant risks to our affiliates. With the exception of counterparty credit risks, we are market neutral. The corresponding intra-group derivatives are presented as equity derivatives and foreign exchange derivatives in the table.


⁽³⁾	Structured deposits and structured notes contain embedded derivative features whose fair value measurements contain significant Level 3 inputs. See equity and foreign exchange derivatives below for a discussion of the uncertainty of Level 3 inputs related to structured deposits and structured notes.

N/A Not Applicable

Uncertainty of Level 3 Inputs to Fair Value Measurements

Residential mortgage asset-backed securities - Prepayment rate, probability of default, loss severity rate and discount margin are significant unobservable inputs.


•	Prepayment rate - The rate at which borrowers pay off the loans early. The prepayment rate is affected by a number of factors including location of the collateral, interest rate type of the loan, borrowers' credit and sensitivity to interest rate movement.


•	Probability of default - Annualized percentage of default rate over a group of collateral such as residential mortgage loans.


•	Loss severity rate - The loss severity rate is the percentage of total lifetime losses (both interest and principal) as a percentage of principal balance measured at default date.


•	Discount margin - An expected return earned in addition to the index underlying (in this case the London Interbank Offered Rate ("LIBOR")) is another input into valuation of securities.

A significant increase (decrease) in one or more of these inputs would have resulted in a lower (higher) fair value measurement of the securities. Generally, a change in assumption for default probability would have been accompanied by a directionally similar change in loss severity, and a directionally opposite change in prepayment speed.

Corporate and domestic debt securities - The fair value measurement of certain corporate debt securities is affected by the fair value of the underlying portfolios of investments used as collateral and the make-whole guarantee provided by third party guarantors. The probability that the collateral fair value declines below the collateral call threshold concurrent with the guarantors' failure to perform its make whole obligation is unobservable. Generally, an increase (decrease) in the probability the collateral value falls below the collateral call threshold would have been accompanied by a directionally similar change in default probability of the guarantor and would have resulted in a lower (higher) fair value measurement of the securities.

Interest rate derivatives - The fair value measurement of certain forward starting interest rate derivatives is affected by the underlying project contingency risk for which probability of execution is not certain (i.e., the interest rate derivative can be canceled if the project fails to execute). For mortgage rate lock commitments, the fair value measurement is affected by the probability of executing and funding the mortgage. An increase (decrease) in the likelihood of a project or mortgage being executed would have resulted in a lower (higher) fair value measurement of the interest rate derivative.

Equity and foreign exchange derivatives - The fair value measurement of a structured equity or foreign exchange derivative is primarily affected by the implied volatility of the underlying equity price or exchange rate of the paired foreign currencies. The level of volatility is a function of the nature of the underlying risk, the level of strike price and the years to maturity of the option. Depending on the underlying risk and tenure, we determine the implied volatility based on observable input where information is available. However, substantially all of the implied volatilities are derived based on historical information and are not observable. A significant increase (decrease) in the implied volatility would have resulted in a higher (lower) fair value of a long position in the derivative contract. For a derivative referenced to a basket of variables such as equities or foreign currencies, the fair value measurement is also affected by the correlation of the referenced variables. Correlation measures the relative change in values among two or more variables (i.e., equity or foreign currency pair), which can be positively or negatively correlated. A majority of the correlations are not observable, but are derived based on historical data. A significant increase (decrease) in the correlation of the referenced variables would have resulted in a higher (lower) fair value of a long position in the derivative contract.

Credit derivatives - The fair value measurement of certain credit derivatives is primarily affected by the credit spreads of credit default swap contracts insuring asset-backed securities. A significant increase (decrease) in the credit spreads would have resulted in a lower (higher) fair value measurement of the credit derivative.

Other derivatives - The fair value of the swap agreements we entered into in conjunction with the sales of Visa Class B Shares is dependent upon the final resolution of the related litigation. Significant unobservable inputs used in the fair value measurement include estimated changes in the conversion rate of Visa Class B Shares into Visa Class A Shares and the expected timing of the final resolution. An increase (decrease) in the loss estimate or in the timing of the resolution of the related litigation would have resulted in a higher (lower) fair value measurement of the derivative.

Other asset-backed securities available-for-sale - The fair value measurement of certain asset-backed securities is primarily affected by estimated yields which are determined based on current market yields of comparable instruments adjusted for market liquidity. An increase (decrease) in the yields would have resulted in a decrease (increase) in the fair value measurement of the securities.

Significant Transfers Into and Out of Level 3 Measurements During 2019, we transferred $223 million of domestic deposits and $118 million of long-term debt, which we have elected to carry at fair value, from Level 3 to Level 2 as a result of the embedded derivative no longer being unobservable as the derivative option is closer to maturity and there is more observability in short term volatility. Additionally, during 2019, we transferred $72 million of collateralized debt obligations ("CDOs") and $80 million of student loan asset-backed securities from Level 3 to Level 2 as the inputs used to value these securities have become more observable reflecting improved market liquidity for these securities.

During 2018, we transferred $206 million of domestic deposits and $159 million of long-term debt, which we have elected to carry at fair value, from Level 3 to Level 2 as a result of the embedded derivative no longer being unobservable as the derivative option is closer in maturity and there is more observability in short term volatility. During 2018, we transferred $21 million of equity contracts from Level 3 to Level 2 as the inputs used to value these contracts have become more observable. During 2018, we transferred $28 million of domestic deposits, which we have elected to carry at fair value, from Level 2 to Level 3 as a result of a change in the observability of underlying instruments that resulted in the embedded derivative being unobservable. Additionally, during 2018, we transferred $16 million of residential mortgage asset-backed securities and $92 million of student loan asset-backed securities from Level 2 to Level 3 as the inputs used to value these securities have become less observable.

Assets and Liabilities Recorded at Fair Value on a Non-recurring Basis Certain financial and non-financial assets are measured at fair value on a non-recurring basis and therefore, are not included in the tables above. These assets include (a) loans classified as held for sale reported at the lower of amortized cost or fair value, (b) impaired loans or assets that are written down to fair value based on the valuation of underlying collateral during the period and (c) goodwill or lease ROU assets that were written down during the period. These instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustment in certain circumstances (e.g., impairment). The following table presents the fair value hierarchy level within which the fair value of the financial and non-financial assets has been recorded at December 31, 2019 and 2018. The gains (losses) during 2019 and 2018 are also included.



	Non-Recurring Fair Value Measurements at December 31, 2019								Total Gains (Losses) For the Year Ended December 31, 2019
	Level 1		Level 2		Level 3		Total		Total Gains (Losses) For the Year Ended December 31, 2019
	(in millions)
Residential mortgage loans held for sale⁽¹⁾	$	—	$	12	$	—	$	12	$	—
Consumer loans⁽²⁾	—		14		—		14		(7		)
Impaired commercial loans⁽³⁾	—		—		50		50		(25		)
Real estate owned⁽⁴⁾	—		6		—		6		(1		)
Goodwill⁽⁵⁾	—		—		372		372		(365		)
Leases⁽⁶⁾	—		—		2		2		(13		)
Total assets at fair value on a non-recurring basis	$	—	$	32	$	424	$	456	$	(411	)



	Non-Recurring Fair Value Measurements at December 31, 2018								Total Gains (Losses) For the Year Ended December 31, 2018
	Level 1		Level 2		Level 3		Total		Total Gains (Losses) For the Year Ended December 31, 2018
	(in millions)
Consumer loans⁽²⁾	$	—	$	15	$	—	$	15	$	(8	)
Commercial loans held for sale⁽⁷⁾	—		36		—		36		5
Impaired commercial loans⁽³⁾	—		—		37		37		114
Real estate owned⁽⁴⁾	—		7		—		7		3
Total assets at fair value on a non-recurring basis	$	—	$	58	$	37	$	95	$	114


⁽¹⁾	At December 31, 2019, the fair value of the loans held for sale was below cost.


⁽²⁾	Represents residential mortgage loans held for investment whose carrying amount was reduced during the periods presented based on the fair value of the underlying collateral.

⁽³⁾

Certain commercial loans are considered impaired. As a matter of practical expedient, we measure the credit impairment of a collateral-dependent loan based on the fair value of the collateral asset. The collateral often involves real estate properties that are illiquid due to market conditions. As a result, these loans are classified as a Level 3 fair value measurement within the fair value hierarchy.


⁽⁴⁾	Real estate owned is required to be reported on the balance sheet net of transactions costs. The real estate owned amounts in the table above reflect the fair value unadjusted for transaction costs.


⁽⁵⁾	During the third quarter of 2019, the goodwill allocated to our RBWM business was written down to $372 million. See Note 9, "Goodwill," for further discussion of the results of our annual goodwill impairment testing, including the method for determining fair value and the events and circumstances leading to the impairment.


⁽⁶⁾	During the fourth quarter of 2019, we determined that we would exit certain branches and, as a result, the lease ROU assets associated with these branches were written down based on their estimated remaining useful lives. See Note 10, "Leases," for further discussion.


⁽⁷⁾	At December 31 2018, the fair value of the loans held for sale was below cost.

Significant Unobservable Inputs for Non-Recurring Fair Value Measurements

The following tables present quantitative information about non-recurring fair value measurements of assets and liabilities classified with Level 3 of the fair value hierarchy at December 31, 2019 and 2018:

At December 31, 2019

Financial Instrument Type

Fair Value (in millions)

Valuation Technique(s)

Significant Unobservable Inputs

Range of Inputs

Weighted Average⁽¹⁾

Impaired commercial loans

Valuation of third party appraisal
on underlying collateral

Loss severity rates

9% - 100%

45%



At December 31, 2018
Financial Instrument Type	Fair Value (in millions)		Valuation Technique(s)	Significant Unobservable Inputs	Range of Inputs
Impaired commercial loans	$	37	Valuation of third party appraisal on underlying collateral	Loss severity rates	13% - 100%


⁽¹⁾	Weighted average is calculated based on the carrying value of the loans.

Valuation Techniques

Following is a description of valuation methodologies used for assets and liabilities recorded at fair value.

Securities purchased and sold under resale and repurchase agreements designated under FVO - We elected to apply FVO accounting to certain securities purchased and sold under resale and repurchase agreements at fair value. The fair value of these resale and repurchase agreements is determined using market rates currently offered on comparable transactions with similar underlying collateral and maturities.

Consumer loans held for sale – Consumer loans held for sale are recorded at the lower of amortized cost or fair value. The fair value estimates of consumer loans held for sale are determined primarily using observed market prices of instruments with similar characteristics. Adjustments are made to reflect differences in collateral location, loan-to-value ratio, FICO scores, vintage year, default rates, the completeness of the loan documentation and other risk characteristics. Where observable market parameters are not available, fair value is determined using the discounted cash flow method using assumptions consistent with those which would be used by market participants in valuing such loans, including estimates of prepayment rates, default rates, loss severities and market rates of return. We also may hold discussions on value directly with potential investors.

Commercial loans held for sale - Commercial loans held for sale (that are not designated under FVO as discussed below) are recorded at the lower of amortized cost or fair value. The fair value estimates of commercial loans held for sale are determined primarily using observable market pricing obtained from independent sources, relevant broker quotes or observed market prices of instruments with similar characteristics. We also may hold discussions on value directly with potential investors.

Commercial loans held for sale designated under FVO – We elected to apply FVO accounting to certain commercial loans held for sale at fair value. Where available, fair value is based on observable market pricing obtained from independent sources, relevant broker quotes or observed market prices of instruments with similar characteristics. Where observable market parameters are not available, fair value is determined based on contractual cash flows adjusted for estimates of prepayment rates, expected default rates and loss severity discounted at management's estimate of the expected rate of return required by market participants. We also consider loan-specific risk mitigating factors such as collateral arrangements in determining the fair value estimate.

Commercial impaired loans – Generally represents collateral dependent commercial loans with fair value determined based on pricing quotes obtained from an independent third party appraisal.

Precious metals trading - Precious metals trading primarily includes physical inventory which is valued using spot prices.

Securities - Where available, debt and equity securities are valued based on quoted market prices. If a quoted market price for the identical security is not available, the security is valued based on quotes from similar securities, where possible. For certain securities, internally developed valuation models are used to determine fair values or validate quotes obtained from pricing services. The following summarizes the valuation methodology used for our major security classes:


•	U.S. Treasury, U.S. Government agency issued or guaranteed and obligations of U.S. state and political subdivisions – As these securities transact in an active market, fair value measurements are based on quoted prices for the identical security or quoted prices for similar securities with adjustments as necessary made using observable inputs which are market corroborated.

•

U.S. Government sponsored enterprises – For government sponsored mortgage-backed securities which transact in an active market, fair value measurements are based on quoted prices for the identical security or quoted prices for similar securities with adjustments as necessary made using observable inputs which are market corroborated. For government sponsored mortgage-backed securities which do not transact in an active market, fair value is determined primarily based on pricing information obtained from pricing services and is verified by internal review processes.


•	Asset-backed securities, including CDOs – Fair value is primarily determined based on pricing information obtained from independent pricing services adjusted for the characteristics and the performance of the underlying collateral.

•

Other domestic debt and foreign debt securities (corporate and government) - For non-callable corporate securities, a credit spread scale is created for each issuer. These spreads are then added to the equivalent maturity U.S. Treasury yield to determine current pricing. Credit spreads are obtained from the new market, secondary trading levels and dealer quotes. For securities with early redemption features, an option adjusted spread model is incorporated to adjust the spreads determined above. Additionally, we survey the broker/dealer community to obtain relevant trade data including benchmark quotes and updated spreads.

•

Equity securities – Fair value measurements are determined based on quoted prices for the identical security. Certain equity securities represent investments in private equity funds that help us comply with the Community Reinvestment Act. The fair value of these investments are estimated using the net asset value per share as calculated by the fund managers. Distributions will be received from the funds as the underlying assets are liquidated. While the funds do not allow us to redeem our investments, we are permitted to sell or transfer our investments subject to the approval of the fund manager. Unfunded commitments associated with these investments totaled $41 million and $72 million at December 31, 2019 and 2018, respectively.

The following tables provide additional information relating to our asset-backed securities, including CDOs, at December 31, 2019:

Trading asset-backed securities:



Rating of Securities:⁽¹⁾	Collateral Type:	Level 2		Level 3		Total
		(in millions)
AAA - A	Collateralized debt obligations	$	42	$	—	$	42
	Student loans	80		—		80
	Total AAA -A	122		—		122
BBB - B	Collateralized debt obligations	29		—		29
CCC - Unrated	Residential mortgages - Subprime	—		17		17
		$	151	$	17	$	168

Available-for-sale asset-backed securities:



Rating of Securities:⁽¹⁾	Collateral Type:	Level 2		Level 3		Total
		(in millions)
AAA - A	Home equity - Alt A	$	32	$	—	$	32
BBB -B	Other	—		111		111
		$	32	$	111	$	143


⁽¹⁾	We utilize Standard and Poor's ("S&P") as the primary source of credit ratings in the tables above. If S&P ratings are not available, ratings by Moody's and Fitch are used in that order. Ratings for CDOs represent the ratings associated with the underlying collateral.

Derivatives – Derivatives are recorded at fair value. Asset and liability positions in individual derivatives that are covered by legally enforceable master netting agreements, including receivables (payables) for cash collateral posted (received), are offset and presented net in accordance with accounting principles which allow the offsetting of amounts.

Derivatives traded on an exchange are valued using quoted prices. OTC derivatives, which comprise a majority of derivative contract positions, are valued using valuation techniques. The fair value for the majority of our derivative instruments are determined based on internally developed models that utilize independently corroborated market parameters, including interest rate yield curves, option volatilities, and currency rates. For complex or long-dated derivative products where market data is not available, fair value may be affected by the underlying assumptions about, among other things, the timing of cash flows, expected exposure, probability of default and recovery rates. The fair values of certain structured derivative products are sensitive to unobservable inputs such as default correlations of the referenced credit and volatilities of embedded options. These estimates are susceptible to significant change in future periods as market conditions change.

We use the OIS curves as the base discounting curve for measuring the fair value of all derivatives, both collateralized and uncollateralized, and apply a FFVA to reflect the estimated present value of the future market funding cost or benefit associated with funding uncollateralized derivative exposure at rates other than the OIS rate. The FFVA is calculated by applying future market funding spreads to the expected future funding exposure of any uncollateralized component of the OTC derivative portfolio. The expected future funding exposure is calculated by a simulation methodology, where available, and is adjusted for events that may terminate the exposure, such as the default of HUSI or the counterparty.

Significant inputs related to derivative classes are broken down as follows:


•	Credit Derivatives – Use credit default curves and recovery rates which are generally provided by broker quotes and various pricing services. Certain credit derivatives may also use correlation inputs in their model valuation.


•	Interest Rate Derivatives – Swaps use interest rate curves based on currency that are actively quoted by brokers and other pricing services. Options will also use volatility inputs which are also quoted in the broker market.


•	Foreign Exchange ("FX") Derivatives – FX transactions, to the extent possible, use spot and forward FX rates which are quoted in the broker market. Where applicable, we also use implied volatility of currency pairs as inputs.


•	Equity Derivatives – Use listed equity security pricing and implied volatilities from equity traded options position.


•	Precious Metal Derivatives – Use spot and forward metal rates which are quoted in the broker market.

As discussed earlier, we make fair value adjustments to model valuations in order to ensure that those values represent appropriate estimates of fair value. These adjustments, which are applied consistently over time, are generally required to reflect factors such as bid-ask spreads and counterparty credit risk that can affect prices in arms-length transactions with unrelated third parties. Such adjustments are based on management judgment and may not be observable.

We estimate the counterparty credit risk for financial assets and our own credit standing for financial liabilities (the "credit valuation adjustments") in determining the fair value measurement. For derivative instruments, we calculate the credit valuation adjustment by applying the probability of default of the counterparty to the expected exposure, and multiplying the result by the expected loss given default. We also take into consideration the risk mitigating factors including collateral agreements and master netting agreements in determining credit valuation adjustments. We estimate the implied probability of default based on the credit spread of the specific counterparty observed in the credit default swap market. Where credit default spread of the counterparty is not available, we use the credit default spread of a specific proxy (e.g., the credit default swap spread of the counterparty's parent) or a proxy based on credit default swaps referencing to credit names of similar credit standing.

Real estate owned - Fair value is determined based on third party appraisals obtained at the time we take title to the property and, if less than the carrying amount of the loan, the carrying amount of the loan is adjusted to the fair value. The carrying amount of the property is further reduced, if necessary, at least every 90 days to reflect observable local market data, including local area sales data.

Structured notes and deposits designated under FVO – Structured notes and deposits are hybrid instruments containing embedded derivatives and are elected to be measured at fair value in their entirety under FVO accounting principles. The valuation of hybrid instruments is predominantly driven by the derivative features embedded within the instruments and our own credit risk. The valuation of embedded derivatives may include significant unobservable inputs such as correlation of the referenced credit names or volatility of the embedded option. Cash flows of the funded notes and deposits in their entirety, including the embedded derivatives, are discounted at the relevant interest rates for the duration of the instrument adjusted for our own credit spreads. The credit spreads so applied are determined with reference to our own debt issuance rates observed in primary and secondary markets, internal funding rates, and the structured note rates in recent executions.

Long-term debt designated under FVO – We elected to apply FVO accounting to certain of our own debt issuances for which fair value hedge accounting otherwise would have been applied. These own debt issuances elected under FVO are traded in secondary markets and, as such, the fair value is determined based on observed prices for the specific instrument. The observed market price of these instruments reflects the effect of our own credit spreads. The credit spreads applied to these instruments were derived from the spreads at the measurement date.

Additional Disclosures About the Fair Value of Financial Instruments that are Not Carried at Fair Value on the Consolidated Balance Sheet The fair value estimates set forth below are made solely to comply with disclosures required by generally accepted accounting principles in the United States and should be read in conjunction with the financial statements and notes included in this report.

The carrying amount of certain financial instruments recorded at cost on the consolidated balance sheet is considered to approximate fair value because they are short-term in nature, bear interest rates that approximate market rates, and generally have negligible credit risk. These items include cash and due from banks, interest bearing deposits with banks, customer acceptance assets and liabilities, federal funds sold and purchased, securities purchased and sold under resale and repurchase agreements, deposits with no stated maturity (e.g., demand, savings and certain money market deposits), short-term borrowings and dividends payable.

The following table summarizes the carrying value and estimated fair value of our financial instruments, excluding financial instruments that are carried at fair value on a recurring basis, at December 31, 2019 and 2018, and their classification within the fair value hierarchy:



December 31, 2019	Carrying Value		Fair Value		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Short-term financial assets	$	3,800	$	3,800	$	1,744	$	2,038	$	18
Federal funds sold and securities purchased under agreements to resell	17,838		17,838		—		17,838		—
Securities held-to-maturity	13,293		13,431		—		13,431		—
Commercial loans, net of allowance for credit losses	47,704		49,252		—		—		49,252
Commercial loans held for sale	34		34		—		34		—
Consumer loans, net of allowance for credit losses	20,212		19,889		—		—		19,889
Consumer loans held for sale:
Residential mortgages	77		78		—		77		1
Financial liabilities:
Short-term financial liabilities	$	3,304	$	3,304	$	—	$	3,286	$	18
Deposits:
Without fixed maturities	96,161		96,161		—		96,161		—
Fixed maturities	16,323		16,264		—		16,264		—
Long-term debt	16,350		16,696		—		16,696		—



December 31, 2018	Carrying Value		Fair Value		Level 1		Level 2		Level 3
	(in millions)
Financial assets:
Short-term financial assets	$	17,237	$	17,237	$	1,514	$	15,700	$	23
Federal funds sold and securities purchased under agreements to resell	10,168		10,168		—		10,168		—
Securities held-to-maturity	14,670		14,443		—		14,443		—
Commercial loans, net of allowance for credit losses	48,884		50,671		—		—		50,671
Commercial loans held for sale	285		285		—		285		—
Consumer loans, net of allowance for credit losses	19,553		18,878		—		—		18,878
Consumer loans held for sale:
Residential mortgages	65		65		—		65		—
Other consumer	53		53		—		—		53
Financial liabilities:
Short-term financial liabilities	$	3,643	$	3,649	$	—	$	3,626	$	23
Deposits:
Without fixed maturities	91,794		91,794		—		91,794		—
Fixed maturities	10,996		10,933		—		10,933		—
Deposits held for sale	10		10		—		10		—
Long-term debt	19,379		19,688		—		19,688		—

Lending-related commitments - The fair value of loan commitments, revolving credit facilities and standby letters of credit are not included in the table. The majority of the lending-related commitments are not carried at fair value on a recurring basis nor are they actively traded. These instruments generate fees, which approximate those currently charged to originate similar commitments, which are recognized over the term of the commitment period. Deferred fees on loan commitments, revolving credit facilities and standby letters of credit totaled $162 million and $165 million at December 31, 2019 and 2018, respectively.