We have invested in the Class 1 notes of two CLN structures, which represent special purpose trusts combining asset-backed securities with credit default swaps to produce multi-class structured securities. The CLN structures also include subordinated Class 2 notes, which are held by third parties, and, together with the Class 1 notes, represent 100% of the outstanding notes of the CLN structures. The entities that issued the CLNs are financed by the note holders, and, as such, the note holders participate in the expected losses and residual returns of the entities.

Because the note holders do not have voting rights or similar rights, we determined the entities issuing the CLNs are VIEs, and as a note holder, our interest represented a variable interest. We have the power to direct the most significant activity affecting the performance of both CLN structures, as we have the ability to actively manage the reference portfolio underlying the credit default swaps. In addition, we receive returns from the CLN structures and may absorb losses that could potentially be significant to the CLN structures. As such, we concluded that we are the primary beneficiary of the VIEs associated with the CLNs. We reflected the assets and liabilities on our Consolidated Balance Sheets and recognized the results of operations of these VIEs on our Consolidated Statements of Income since adopting new accounting guidance in the first quarter of 2010. See “Consolidations Topic” in Note 2 for more detail regarding the effect of the adoption.

As a result of consolidating the CLNs, we also consolidate the derivative instruments in the CLN structures. The credit default swaps create variability in the CLN structures and expose the note holders to the credit risk of the referenced portfolio. The contingent forwards transfer a portion of the loss in the underlying fixed maturity corporate asset-backed credit card loan securities back to the counterparty after credit losses reach our attachment point.

The following summarizes information regarding the CLN structures (dollars in millions) as of December 31, 2011:

	Amount and Date of Issuance
		$400		$200
		December		April
		2006		2007
Original attachment point (subordination)		5.50	%	2.05	%
Current attachment point (subordination)		4.17	%	1.48	%
Maturity	12/20/2016			3/20/2017
Current rating of tranche		B+		Ba2
Current rating of underlying collateral pool		Aa1-B3		Aaa-Caa1
Number of defaults in underlying collateral pool		2		2
Number of entities		123		99
Number of countries		19		22

There has been no event of default on the CLNs themselves. Based upon our analysis, the remaining subordination as represented by the attachment point should be sufficient to absorb future credit losses, subject to changing market conditions. Similar to other debt market instruments, our maximum principal loss is limited to our original investment.

The following summarizes the exposure of the CLN structures' underlying collateral by industry and rating as of December 31, 2011:


			AAA		AA		A		BBB		BB		B		CCC		Total
Industry
Telecommunications			0.0	%	0.0	%	5.5	%	4.8	%	0.4	%	0.5	%	0.0	%	11.2	%
Financial intermediaries			0.3	%	3.3	%	6.4	%	0.5	%	0.0	%	0.0	%	0.0	%	10.5	%
Oil and gas			0.0	%	0.7	%	1.0	%	4.6	%	0.0	%	0.0	%	0.0	%	6.3	%
Utilities			0.0	%	0.0	%	3.1	%	1.4	%	0.0	%	0.0	%	0.0	%	4.5	%
Chemicals and plastics			0.0	%	0.0	%	2.3	%	1.2	%	0.4	%	0.0	%	0.0	%	3.9	%
Drugs			0.3	%	2.2	%	1.2	%	0.0	%	0.0	%	0.0	%	0.0	%	3.7	%
Retailers (except food
	and drug)		0.0	%	0.0	%	2.1	%	0.9	%	0.5	%	0.0	%	0.0	%	3.5	%
Industrial equipment			0.0	%	0.0	%	3.0	%	0.3	%	0.0	%	0.0	%	0.0	%	3.3	%
Sovereign			0.0	%	0.7	%	1.6	%	1.0	%	0.0	%	0.0	%	0.0	%	3.3	%
Food products			0.0	%	0.3	%	1.8	%	1.1	%	0.0	%	0.0	%	0.0	%	3.2	%
Conglomerates			0.0	%	2.6	%	0.5	%	0.0	%	0.0	%	0.0	%	0.0	%	3.1	%
Forest products			0.0	%	0.0	%	0.0	%	1.6	%	1.4	%	0.0	%	0.0	%	3.0	%
Other			0.0	%	3.0	%	14.9	%	17.3	%	3.5	%	1.5	%	0.3	%	40.5	%
		Total	0.6	%	12.8	%	43.4	%	34.7	%	6.2	%	2.0	%	0.3	%	100.0	%

In August 2011, we purchased a $100 million note issued by a statutory trust (“Issuer”) in a private placement offering. The proceeds were used by the Issuer to purchase U.S. Treasury securities to be held as collateral assets supporting an excess mortality swap. Our maximum exposure to loss is limited to our original investment in the notes. We have concluded that the Issuer of the note is a VIE as the entity does not have sufficient equity to support its activities without additional financial support, and as a note holder, our interest represents a variable interest. In our evaluation of the primary beneficiary, we concluded that our economic interest was greater than our stated power. As a result, we concluded that we are the primary beneficiary of the VIE and consolidated all of the assets and liabilities of the Issuer on our Consolidated Balance Sheets as of August 1, 2011.

Asset and liability information (dollars in millions) for these consolidated VIEs included on our Consolidated Balance Sheets was as follows:

					As of December 31, 2011							As of December 31, 2010
					Number							Number
					of		Notional		Carrying			of		Notional		Carrying
				Instruments			Amounts		Value		Instruments			Amounts		Value
Assets
Fixed maturity securities:
	Asset-backed credit card loan					N/A	$	-	$	592			N/A	$	-	$	584
	U.S. Government bonds					N/A		-		108			N/A		-		-
Excess mortality swap						1		100		-			-		-		-
			Total assets⁽¹⁾			1	$	100	$	700			-	$	-	$	584

Liabilities
Non-qualifying hedges:
	Credit default swaps					2	$	600	$	295			2	$	600	$	215
	Contingent forwards					2		-		(4)			2		-		(6)
		Total non-qualifying hedges				4		600		291			4		600		209
Federal income tax						N/A		-		(98)			N/A		-		(77)
			Total liabilities⁽²⁾			4	$	600	$	193			4	$	600	$	132

For details related to the fixed maturity AFS securities for these VIEs, see Note 5.

As described more fully in Note 1, we regularly review our investment holdings for OTTI. Based upon this review, we believe that the fixed maturity securities were not other-than-temporarily impaired as of December 31, 2011.

The gains (losses) for these consolidated VIEs (in millions) recorded on our Consolidated Statements of Income (Loss) were as follows:

Effective December 31, 2010, we issued a $500 million long-term senior note in exchange for a corporate bond AFS security of like principal and duration from a non-affiliated VIE whose primary activities are to acquire, hold and issue notes and loans, as well as pay and collect interest on the notes and loans. We have concluded that we are not the primary beneficiary of this VIE because we do not have power over the activities that most significantly affect its economic performance. In addition, the terms of the senior note provide us with a set-off right to the corporate bond AFS security we purchased from the VIE; therefore, neither appears on our Consolidated Balance Sheets. We assigned the corporate bond AFS security to one of our subsidiaries and issued a guarantee to our subsidiary for the timely payment of the corporate bond's principal.

Through our investment activities, we make passive investments in structured securities issued by VIEs for which we are not the manager. These structured securities include our RMBS, CMBS and CDOs. We have not provided financial or other support with respect to these VIEs other than our original investment. We have determined that we are not the primary beneficiary of these VIEs due to the relative size of our investment in comparison to the principal amount of the structured securities issued by the VIEs and the level of credit subordination that reduces our obligation to absorb losses or right to receive benefits. Our maximum exposure to loss on these structured securities is limited to the amortized cost for these investments. We recognize our variable interest in these VIEs at fair value on our Consolidated Balance Sheets. For information about these structured securities, see Note 5.