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Variable Interest Entities
9 Months Ended
Sep. 30, 2014
Variable Interest Entities  
Variable Interest Entities

2.  Variable Interest Entities

 

We have relationships with and may have a variable interest in various types of special purpose entities. Following is a discussion of our interest in entities that meet the definition of a VIE. When we are the primary beneficiary, we are required to consolidate the entity in our financial statements. The primary beneficiary of a VIE is defined as the enterprise with (1) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. For VIEs that are investment companies, the primary beneficiary is the enterprise who absorbs the majority of the entity’s expected losses, receives a majority of the expected residual returns or both. On an ongoing basis, we assess whether we are the primary beneficiary of VIEs in which we have a relationship.

 

Consolidated Variable Interest Entities

 

Grantor Trusts

 

We contributed undated subordinated floating rate notes to three grantor trusts. The trusts separated the cash flows by issuing an interest-only certificate and a residual certificate related to each note contributed. Each interest-only certificate entitles the holder to interest on the stated note for a specified term, while the residual certificate entitles the holder to interest payments subsequent to the term of the interest-only certificate and to all principal payments. We retained the interest-only certificates and the residual certificates were subsequently sold to third parties. We have determined these grantor trusts are VIEs due to insufficient equity to sustain them. We determined we are the primary beneficiary as a result of our contribution of securities into the trusts and our continuing interest in the trusts.

 

Collateralized Private Investment Vehicle

 

We invest in synthetic collateralized debt obligations, collateralized bond obligations, collateralized loan obligations and other collateralized structures, which are VIEs due to insufficient equity to sustain the entities (collectively known as “collateralized private investment vehicles”). The performance of the notes of these structures is primarily linked to a synthetic portfolio by derivatives; each note has a specific loss attachment and detachment point. The notes and related derivatives are collateralized by a pool of permitted investments. The investments are held by a trustee and can only be liquidated to settle obligations of the trusts. These obligations primarily include derivatives and the notes due at maturity or termination of the trusts. We determined we are the primary beneficiary for one of these entities because we act as the investment manager of the underlying portfolio and we have an ownership interest.

 

Commercial Mortgage-Backed Securities

 

We sold commercial mortgage loans to a real estate mortgage investment conduit trust. The trust issued various commercial mortgage-backed securities (“CMBS”) certificates using the cash flows of the underlying commercial mortgages it purchased. This is considered a VIE due to insufficient equity to sustain itself. We have determined we are the primary beneficiary as we retained the special servicing role for the assets within the trust as well as the ownership of the bond class that controls the unilateral kick out rights of the special servicer.

 

Mandatory Retirement Savings

 

We hold an equity interest in Chilean mandatory privatized social security funds in which we provide asset management services. We determined that the mandatory privatized social security funds, which include contributors for voluntary pension savings, voluntary non-pension savings and compensation savings accounts, are VIEs. This is because the equity holders as a group lack the power, due to voting rights or similar rights, to direct the activities of the entity that most significantly impact the entity’s economic performance and also because equity investors are protected from below-average market investment returns relative to the industry’s return, due to a regulatory guarantee that we provide. Further we concluded that we are the primary beneficiary through our power to make decisions and our variable interest in the funds. The purpose of the funds, which reside in legally segregated entities, is to provide long-term retirement savings. The obligation to the client is directly related to the assets held in the funds and, as such, we present the assets as separate account assets and the obligation as separate account liabilities within our consolidated statements of financial position.

 

Real Estate

 

During the third quarter of 2014, we re-evaluated our consolidation conclusions for certain real estate limited partnerships and limited liability companies. We determined the entities were properly consolidated in the financial statements, but should have been consolidated under the VIE model as opposed to the voting interest model. As a result, we have included the consolidation impacts of these entities within the current and prior period VIE disclosures.

 

We invest in several real estate limited partnerships and limited liability companies. The entities invest in real estate properties. These entities are VIEs based on the combination of our significant economic interest and related voting rights. We determined we are the primary beneficiary as a result of our power to control the entities through our significant ownership.

 

The carrying amounts of our consolidated VIE assets, which can only be used to settle obligations of consolidated VIEs, and liabilities of consolidated VIEs for which creditors do not have recourse are as follows:

 

 

 

 

 

Collateralized

 

 

 

 

 

 

 

 

 

 

 

 

 

private

 

 

 

Mandatory

 

 

 

 

 

 

 

Grantor

 

investment

 

 

 

retirement

 

 

 

 

 

 

 

trusts

 

vehicle

 

CMBS

 

savings

 

Real estate

 

Total

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

September 30, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale

 

$

287.2

 

$

 

$

 

$

 

$

 

$

287.2

 

Fixed maturities, trading

 

 

100.4

 

 

 

 

100.4

 

Equity securities, trading

 

 

 

 

349.4

 

 

349.4

 

Real estate

 

 

 

 

 

276.2

 

276.2

 

Other investments

 

 

 

41.9

 

 

4.3

 

46.2

 

Cash

 

 

 

 

 

6.2

 

6.2

 

Accrued investment income

 

0.4

 

 

0.2

 

 

1.5

 

2.1

 

Separate account assets

 

 

 

 

35,079.9

 

 

35,079.9

 

Other assets

 

 

 

 

 

0.2

 

0.2

 

Total assets

 

$

287.6

 

$

100.4

 

$

42.1

 

$

35,429.3

 

$

288.4

 

$

36,147.8

 

Long-term debt

 

$

 

$

 

$

 

$

 

$

74.9

 

$

74.9

 

Deferred income taxes

 

1.6

 

 

 

 

 

1.6

 

Separate account liabilities

 

 

 

 

35,079.9

 

 

35,079.9

 

Other liabilities (1)

 

242.0

 

86.9

 

4.9

 

 

15.7

 

349.5

 

Total liabilities

 

$

243.6

 

$

86.9

 

$

4.9

 

$

35,079.9

 

$

90.6

 

$

35,505.9

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturities, available-for-sale

 

$

272.0

 

$

 

$

 

$

 

$

 

$

272.0

 

Fixed maturities, trading

 

 

110.4

 

 

 

 

110.4

 

Equity securities, trading

 

 

 

 

327.2

 

 

327.2

 

Real estate

 

 

 

 

 

266.3

 

266.3

 

Other investments

 

 

 

68.1

 

 

 

68.1

 

Cash

 

 

 

 

 

12.0

 

12.0

 

Accrued investment income

 

0.3

 

 

0.6

 

 

1.1

 

2.0

 

Separate account assets

 

 

 

 

32,824.7

 

 

32,824.7

 

Other assets

 

 

 

 

 

0.1

 

0.1

 

Total assets

 

$

272.3

 

$

110.4

 

$

68.7

 

$

33,151.9

 

$

279.5

 

$

33,882.8

 

Long-term debt

 

$

 

$

 

$

 

$

 

$

47.7

 

$

47.7

 

Deferred income taxes

 

1.5

 

 

 

 

 

1.5

 

Separate account liabilities

 

 

 

 

32,824.7

 

 

32,824.7

 

Other liabilities (1)

 

217.2

 

93.8

 

31.4

 

 

20.0

 

362.4

 

Total liabilities

 

$

218.7

 

$

93.8

 

$

31.4

 

$

32,824.7

 

$

67.7

 

$

33,236.3

 

 

(1)            Grantor trusts contain an embedded derivative of a forecasted transaction to deliver the underlying securities; the collateralized private investment vehicle includes derivative liabilities and an obligation to redeem notes at maturity or termination of the trust.

 

We did not provide financial or other support to investees designated as VIEs for the periods ended September 30, 2014 and December 31, 2013.

 

Unconsolidated Variable Interest Entities

 

Invested Securities

 

We hold a variable interest in a number of VIEs where we are not the primary beneficiary. Our investments in these VIEs are reported in fixed maturities, available-for-sale; fixed maturities, trading and other investments in the consolidated statements of financial position and are described below.

 

Unconsolidated VIEs include CMBS, residential mortgage-backed pass-through securities (“RMBS”) and other asset-backed securities (“ABS”). All of these entities were deemed VIEs because the equity within these entities is insufficient to sustain them. We determined we are not the primary beneficiary in the entities within these categories of investments. This determination was based primarily on the fact we do not own the class of security that controls the unilateral right to replace the special servicer or equivalent function.

 

As previously discussed, we invest in several types of collateralized private investment vehicles, which are VIEs. These include cash and synthetic structures that we do not manage. We have determined we are not the primary beneficiary of these collateralized private investment vehicles primarily because we do not control the economic performance of the entities and were not involved with the design of the entities.

 

We have invested in various VIE trusts as a debt holder. All of these entities are classified as VIEs due to insufficient equity to sustain them. We have determined we are not the primary beneficiary primarily because we do not control the economic performance of the entities and were not involved with the design of the entities.

 

We have invested in partnerships, some of which are classified as VIEs. The returns from the partnerships are in the form of income tax credits and investment income. These entities are classified as VIEs as the general partner does not have an equity investment at risk in the entity. We have determined we are not the primary beneficiary because we are not the general partner, who makes all the significant decisions for the entity or our variable interest does not absorb the majority of the variability of the entities’ net assets.

 

The carrying value and maximum loss exposure for our unconsolidated VIEs were as follows:

 

 

 

 

 

Maximum exposure to

 

 

 

Asset carrying value

 

loss (1)

 

 

 

(in millions)

 

September 30, 2014

 

 

 

 

 

Fixed maturities, available-for-sale:

 

 

 

 

 

Corporate

 

$

493.4

 

$

393.9

 

Residential mortgage-backed pass-through securities

 

2,809.0

 

2,714.5

 

Commercial mortgage-backed securities

 

4,012.3

 

3,925.8

 

Collateralized debt obligations

 

480.8

 

493.5

 

Other debt obligations

 

4,414.4

 

4,385.0

 

Fixed maturities, trading:

 

 

 

 

 

Residential mortgage-backed pass-through securities

 

37.3

 

37.3

 

Commercial mortgage-backed securities

 

1.4

 

1.4

 

Collateralized debt obligations

 

38.9

 

38.9

 

Other debt obligations

 

0.5

 

0.5

 

Other investments:

 

 

 

 

 

Other limited partnership interests

 

154.5

 

154.5

 

 

 

 

 

 

 

December 31, 2013

 

 

 

 

 

Fixed maturities, available-for-sale:

 

 

 

 

 

Corporate

 

$

523.4

 

$

448.2

 

Residential mortgage-backed pass-through securities

 

2,845.2

 

2,799.1

 

Commercial mortgage-backed securities

 

4,026.4

 

4,078.0

 

Collateralized debt obligations

 

363.4

 

391.9

 

Other debt obligations

 

4,167.8

 

4,157.5

 

Fixed maturities, trading:

 

 

 

 

 

Residential mortgage-backed pass-through securities

 

47.5

 

47.5

 

Commercial mortgage-backed securities

 

1.8

 

1.8

 

Collateralized debt obligations

 

59.6

 

59.6

 

Other debt obligations

 

1.2

 

1.2

 

Other investments:

 

 

 

 

 

Other limited partnership interests

 

123.5

 

123.5

 

 

(1)         Our risk of loss is limited to our initial investment measured at amortized cost for fixed maturities, available-for-sale and other investments. Our risk of loss is limited to our investment measured at fair value for our fixed maturities, trading.

 

Sponsored Investment Funds

 

We are the investment manager for certain money market mutual funds that are deemed to be VIEs. We are not the primary beneficiary of these VIEs since our involvement is limited primarily to being a service provider, and our variable interest does not absorb the majority of the variability of the entities’ net assets. As of both September 30, 2014 and December 31, 2013, these VIEs held $1.4 billion in total assets. We have no contractual obligation to contribute to the funds.

 

We provide asset management and other services to certain investment structures that are considered VIEs as we generally earn performance-based management fees. We are not the primary beneficiary of these entities as we do not have the obligation to absorb losses of the entities that could be potentially significant to the VIE or the right to receive benefits from these entities that could be potentially significant.