VARIABLE INTEREST ENTITIES

12 Months Ended

Dec. 31, 2017

10. Variable Interest Entities

A variable interest entity (VIE) is a legal entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support or is structured such that equity investors lack the ability to make significant decisions relating to the entity’s operations through voting rights or do not substantively participate in the gains and losses of the entity. Consolidation of a VIE by its primary beneficiary is not based on majority voting interest, but is based on other criteria discussed below.

We enter into various arrangements with VIEs in the normal course of business and consolidate the VIEs when we determine we are the primary beneficiary. This analysis includes a review of the VIE’s capital structure, related contractual relationships and terms, nature of the VIE’s operations and purpose, nature of the VIE’s interests issued and our involvement with the entity. When assessing the need to consolidate a VIE, we evaluate the design of the VIE as well as the related risks the entity was designed to expose the variable interest holders to.

The primary beneficiary is the entity that has both (1) the power to direct the activities of the VIE that most significantly affect the entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits that could be potentially significant to the VIE. While also considering these factors, the consolidation conclusion depends on the breadth of our decision-making ability and our ability to influence activities that significantly affect the economic performance of the VIE.

Balance Sheet Classification and Exposure to Loss

The following table presents the total assets and total liabilities associated with our variable interests in consolidated VIEs, as classified in the Consolidated Balance Sheets:

(in millions)		Real Estate and Investment Entities^(d)		Securitization Vehicles^(e)		Structured Investment Vehicle		Affordable Housing Partnerships		Other		Total
December 31, 2017
Assets:
Bonds available for sale	$	-	$	9,632	$	-	$	-	$	-	$	9,632
Other bond securities		-		4,518		-		-		3		4,521
Mortgage and other loans receivable		-		2,290		-		-		-		2,290
Other invested assets		1,365		206		-		3,087		25		4,683
Other^(a)		302		1,481		-		350		85		2,218
Total assets^(b)	$	1,667	$	18,127	$	-	$	3,437	$	113	$	23,344
Liabilities:
Long-term debt	$	680	$	1,624	$	-	$	1,825	$	5	$	4,134
Other^(c)		144		244		-		181		26		595
Total liabilities	$	824	$	1,868	$	-	$	2,006	$	31	$	4,729
December 31, 2016
Assets:
Bonds available for sale	$	-	$	10,233	$	-	$	-	$	-	$	10,233
Other bond securities		-		4,858		266		-		5		5,129
Mortgage and other loans receivable		1		1,442		-		-		104		1,547
Other invested assets		1,052		321		-		2,821		28		4,222
Other^(a)		365		1,104		50		384		92		1,995
Total assets^(b)	$	1,418	$	17,958	$	316	$	3,205	$	229	$	23,126
Liabilities:
Long-term debt	$	444	$	771	$	56	$	1,696	$	6	$	2,973
Other^(c)		224		203		1		211		38		677
Total liabilities	$	668	$	974	$	57	$	1,907	$	44	$	3,650

(a) Comprised primarily of Short-term investments and Other assets at December 31, 2017 and 2016.

(b) The assets of each VIE can be used only to settle specific obligations of that VIE.

(d) At December 31, 2017 and 2016, off-balance sheet exposure primarily consisting of commitments to real estate and investment entities was $85.8 million and $106 million, respectively.

(e) At December 31, 2017 and 2016, $17.6 billion and $17.3 billion, respectively, of the total assets of consolidated securitization vehicles were owed to AIG Parent or its subsidiaries.

We calculate our maximum exposure to loss to be (i) the amount invested in the debt or equity of the VIE, (ii) the notional amount of VIE assets or liabilities where we have also provided credit protection to the VIE with the VIE as the referenced obligation, and (iii) other commitments and guarantees to the VIE. Interest holders in VIEs sponsored by us generally have recourse only to the assets and cash flows of the VIEs and do not have recourse to us, except in limited circumstances when we have provided a guarantee to the VIE’s interest holders.

The following table presents total assets of unconsolidated VIEs in which we hold a variable interest, as well as our maximum exposure to loss associated with these VIEs:

			Maximum Exposure to Loss
		Total VIE		On-Balance		Off-Balance
(in millions)		Assets		Sheet^(b)		Sheet			Total
December 31, 2017
Real estate and investment entities^(a)	$	380,030	$	9,253	$	2,043		$	11,296
Affordable housing partnerships		4,468		725		-			725
Other		2,703		254		1,205	^(c)		1,459
Total	$	387,201	$	10,232	$	3,248		$	13,480
December 31, 2016
Real estate and investment entities^(a)	$	409,087	$	11,015	$	2,115		$	13,130
Affordable housing partnerships		4,709		785		-			785
Other		2,869		314		1,045	^(c)		1,359
Total	$	416,665	$	12,114	$	3,160		$	15,274

(a) Comprised primarily of hedge funds and private equity funds.

(b) At December 31, 2017 and 2016, $9.8 billion and $11.7 billion, respectively, of our total unconsolidated VIE assets were recorded as Other invested assets.

(c) These amounts represent our estimate of the maximum exposure to loss under certain insurance policies issued to VIEs if a hypothetical loss occurred to the extent of the full amount of the insured value. Our insurance policies cover defined risks and our estimate of liability is included in our insurance reserves on the balance sheet.

Real Estate and Investment Entities

Through our insurance operations and AIG Global Real Estate, we are an investor in various real estate investment entities, some of which are VIEs. These investments are typically with unaffiliated third-party developers via a partnership or limited liability company structure. The VIEs’ activities consist of the development or redevelopment of commercial, industrial and residential real estate. Our involvement varies from being a passive equity investor or finance provider to actively managing the activities of the VIEs.

Our insurance operations participate as passive investors in the equity issued by certain third-party-managed hedge and private equity funds that are VIEs. Our insurance operations typically are not involved in the design or establishment of these VIEs, nor do they actively participate in the management of the VIEs.

Securitization Vehicles

We created certain VIEs that hold investments, primarily in investment-grade debt securities and loans, and issued beneficial interests in these investments. The majority of these beneficial interests are owned by our insurance operations and we maintain the power to direct the activities of the VIEs that most significantly impact their economic performance and bear the obligation to absorb losses or receive benefits from the entities that could potentially be significant to the entities. Accordingly, we consolidate these entities and those beneficial interests issued to third-parties are reported as Long-term debt. Total assets of consolidated securitization vehicles are $18.1 billion, of which $17.6 billion represents amounts owed to Parent or its subsidiaries.

Affordable Housing Partnerships

SunAmerica Affordable Housing Partners, Inc. (SAAHP) organized and invested in limited partnerships that develop and operate affordable housing qualifying for federal, state, and historic tax credits, in addition to a few market rate properties across the United States. The operating partnerships are VIEs, whose debt is generally non-recourse in nature, and the general partners of which are mostly unaffiliated third-party developers. We account for our investments in operating partnerships using the equity method of accounting, unless they are required to be consolidated. We consolidate an operating partnership if the general partner is an affiliated entity or we otherwise have the power to direct activities that most significantly impact the entities’ economic performance. The pre-tax income of SAAHP is reported as a component of the Life and Retirement segment.

RMBS, CMBS, Other ABS and CDOs

Primarily through our insurance operations, we are a passive investor in RMBS, CMBS, other ABS and CDOs, the majority of which are issued by domestic special purpose entities. We generally do not sponsor or transfer assets to, or act as the servicer to these asset-backed structures, and were not involved in the design of these entities.

Our maximum exposure in these types of structures is limited to our investment in securities issued by these entities. Based on the nature of our investments and our passive involvement in these types of structures, we have determined that we are not the primary beneficiary of these entities. We have not included these entities in the above tables; however, the fair values of our investments in these structures are reported in Notes 5 and 6 herein.