1. Introduction
Asset securitizations are a large source of financing for firms, especially for banks. Among securitizing banks,
Barth et al. (
2012) reported that securitized assets constitute, on average, 20% of banks’ total assets. Securitization transactions are accounted for as either sales or secured borrowings, and many of the transactions are treated as sales under GAAP. However, various groups, including financial analysts and investors, have argued that these transactions should be considered borrowings because firms may retain significant risk in securitized assets transferred to special purpose entities (SPEs) by providing implicit (i.e., non-contractual) recourse on the assets.
To provide insight into the ongoing controversy over the accounting for asset securitizations, prior studies have examined how investors view asset securitizations, and indicated that investors assume that, on average, firms will provide implicit recourse on securitized assets (e.g.,
Niu and Richardson 2006;
Landsman et al. 2008). Concerns regarding implicit recourse became apparent during the financial crisis in 2008. Two well-known examples of securitizing firms providing implicit recourse were HSBC Holdings and Citigroup, who bailed out their SPEs in 2007, bringing onto their balance sheets USD 45 billion and USD 49 billion of the SPE assets that had been accounted for as sales (
Werdigier 2007;
Sidel et al. 2007). These concerns led the Financial Accounting Standards Board (FASB) to issue two new accounting standards, SFAS 166 and SFAS 167, resulting in firms bringing some of their off-balance-sheet securitized assets back onto their balance sheets. This raises the question as to whether, as has been implied by prior research, investors view all securitizations as secured borrowings or treat some securitizations as secured borrowings, but others as sales.
In a recent study,
Ahn et al. (
2020) found that, on average, investors do not consider relevant securitized assets that receive off-balance (on-balance) treatment under SFAS 166/167 as a risk. This finding suggests that SFAS 166 and 167 result in financial reporting that is more aligned with investors’ views of asset securitizations. However, they did not distinguish between securitized assets that received off-balance treatment under the old accounting standards and newly securitized assets following SFAS 166/167. As such, it is unclear, from the average relationships that they documented, how investors viewed previously off-balance-sheet securitized assets that firms either consolidated back onto their balance sheets or left unconsolidated, as required by SFAS 166/167. Thus, although their findings collectively suggested that SFAS 166 and 167 are more consistent with investors’ views of asset securitizations, these findings do not directly speak to the relative effectiveness of SFAS 166/167 to the old accounting standards at identifying implicit recourse. To fill this void, I have separately examined previously off-balance-sheet securitized assets that firms consolidated under the new standards and those that firms left unconsolidated. By doing so, I have provided more direct evidence on the relative effectiveness of SFAS 166/167. Extending prior research, I also examined whether, for assets consolidated under the new standards, investors distinguished between securitizations going through two different accounting structures prior to the adoption of the new standards. Lastly, I have suggested and tested one possible information channel that investors might use to distinguish between securitizations, that may have the economic substance of borrowings versus sales.
In a typical securitization transaction, a firm transfers pools of financial assets such as mortgages and credit card receivables into an SPE that finances the acquisition of these assets by issuing debt securities. As the securitizing firm knows more about the credit risk of the transferred assets, the firm usually provides some form of recourse to the SPE investors to protect them against potential future losses from these assets. A common feature of securitizations is that the securitizing firm retains first-loss interests in the transferred assets by holding the most junior asset-backed securities issued by the SPE. As explicit guarantees to the SPE violate accounting rules allowing sale accounting, the securitizing firm may instead provide implicit recourse to its troubled securitizations to make up some portion of the losses not covered by the retained interest in securitized assets. The possible presence of implicit recourse makes it difficult for investors to assess the extent of the risk retained. This is because implicit recourse was neither disclosed nor recognized in the financial statements under the old accounting standards. However, the securitizing firm may or may not honor its implicit commitments, at its discretion. Even though the securitizing firm is not legally obligated to honor its implicit recourse, the firm may choose to do so in order to maintain its reputation and future access to securitization markets (
Gorton and Souleles 2007). On 30 April 2009, Advanta Corp. announced at its earnings call that it would support its credit card securitizations to prevent early amortization. However, on 11 May 2009, Advanta Corp. announced that it will shut down all of the accounts in the securitization trusts without supporting them. Therefore, to assess the extent of the risk retained by the securitizing firm, investors should estimate the likelihood and extent of the firm providing implicit recourse.
Prior to 2010, firms were able to keep securitized assets off their balance sheets using either qualifying special purpose entity (QSPE) or variable interest entity (VIE) accounting. QSPE and VIE accounting were allowed under SFAS 140 and FIN 46(R), respectively. QSPE accounting focused on ensuring that the securitizing firm had relinquished control over the assets, while VIE accounting emphasized the extent to which the firm had retained risks and rewards from the assets. In the wake of the financial crisis in 2008, regulators and the FASB expressed serious concerns regarding whether those two accounting structures, especially QSPE, properly captured the implicit recourse (
Abrams 2012;
President’s Working Group on Financial Markets (PWG) 2008). To improve the transparency of securitization transactions, the FASB issued two new standards, SFAS 166 and 167, in 2009. Among other things, SFAS 166 eliminated the QSPE exemption from applying VIE accounting, and SFAS 167 replaced the quantitative analysis required under FIN 46(R) with a qualitative analysis. As such, all QSPEs and VIEs in existence upon the adoption of the new standards had to be evaluated for the consolidation of VIEs in accordance with SFAS 167. As a result, some of the QSPE and VIE assets that had been treated as sales under the prior QSPE/VIE accounting were consolidated back onto firms’ balance sheets, as was required by the new VIE accounting. I use the term “old VIE accounting” to refer to the quantitative analysis required under FIN 46(R) and the term “new VIE accounting” to refer to the qualitative analysis required under SFAS 167.
Regulators and the FASB believe that the qualitative analysis required under the new VIE accounting is more effective at identifying implicit recourse than the prior QSPE/VIE accounting (
Financial Accounting Standards Board (FASB) 2009b;
Federal Register (FR) 2010). However, given that more discretion is allowed under the new VIE accounting, it is not necessarily more effective. If the new VIE accounting is more effective, then investors should have treated those previously off-balance-sheet securitized assets that were ex-post consolidated as secured borrowings, as required by the new VIE accounting. If this is true, then the elimination of QSPE accounting and the replacement of the old VIE accounting with the new VIE accounting would have resulted in financial reporting that is more aligned with investors’ views of asset securitizations. Thus, an investigation of how investors assessed the implicit risk associated with the consolidated assets prior to the adoption of SFAS 166/167 provides insight into the benefits of the analysis required under these two new standards.
Extending prior research, I have also examined whether investors distinguished between securitizations going through QSPEs and VIEs in assessing the extent of the implicit risk retained. QSPE accounting considered only the securitizing firm’s explicit obligations, but significantly limited the firm’s involvement with QSPEs to ensure that the firm had relinquished control of the assets. On the other hand, VIE accounting considered both the firm’s explicit and implicit obligations, but the securitizing firm had more discretion under VIE accounting in making assumptions to estimate its exposure to VIEs (
Niu and Richardson 2006). Given such differences between QSPEs and VIEs, investors may or may not have assessed differential risk on assets securitized through QSPEs versus VIEs.
I first tested whether investors assessed differential implicit risk for the consolidated assets before SFAS 166/167 became effective in 2010. To do so, I measured equity risk and other variables in 2009 and hand-collected banks’ 10-K filings for the fiscal year 2009 QSPE and VIE assets that were either consolidated or left unconsolidated upon the adoption of the new standards. I regressed the equity risk measured in 2009 on the level of the assets collected in 2010. As the level of the assets was not observable at the time when the equity risk was measured, following prior research, I assumed that investors could accurately assess the level of risk associated with securitized assets. I found that equity risk was (was not) significantly positively associated with the consolidated assets (unconsolidated assets). This positive relationship indicates that investors anticipated that firms would provide implicit recourse on the consolidated assets before SFAS 166/167 became effective, suggesting that investors treated the consolidated assets as borrowings prior to the adoption of the new standards. The insignificant relationship between equity risk and the unconsolidated assets provides no evidence that investors treated the unconsolidated assets as borrowings.
Disaggregating the consolidated assets into consolidated QSPE and VIE assets, I found that equity risk was significantly positively associated with both of these assets. These findings suggest that investors treated the consolidated QSPE and VIE assets as borrowings prior to the adoption of SFAS 166/167. More importantly, the t-test showed that the coefficients on these assets were not significantly different from each other. These findings indicate that, for the consolidated assets, there is no evidence that investors distinguished between QSPEs and VIEs with respect to implicit recourse.
Following prior research, I also tested investors’ assessments of the risk associated with securitized assets after SFAS 166/167 became effective. Consistent with the findings from prior research, I found that equity risk was significantly positively associated with the retained interest in securitized assets, but was not significantly associated with the non-retained interest in the assets. These findings provide no evidence that investors continued to treat securitizations as borrowings after the new standards became effective.
Overall, the findings above suggest that the new accounting standards are more consistent with equity investors’ views of asset securitizations. To the extent that investors are correct in assessing the extent of the risk retained, these findings imply that the new VIE accounting is more effective at identifying implicit recourse than the prior QSPE/VIE accounting.
The findings above also suggest that investors distinguished between securitizations that should have been treated as borrowings versus sales under SFAS 166/167, even before these two new standards required firms to do so. A natural follow-up question is how could investors have distinguished between these different types of securitizations given the lack of disclosure about securitizations? One possible information channel that investors could use is the regulatory Y-9C report. A bank’s primary Federal supervisor has the authority to require a bank to add its securitized assets back into its risk-weighted assets for regulatory capital purposes if the agency assesses that the bank has retained significant implicit risk (
Federal Register (FR) 2010). Investors may be able to estimate the banking agencies’ implicit recourse adjustments from the regulatory report and use these estimated adjustments to identify those SPEs to which the securitizing firm will likely provide implicit support, and to estimate the extent of such support.
To test whether investors can estimate and use the banking agencies’ implicit recourse adjustments in assessing the extent of the risk retained, I estimated the amounts of securitized assets added back to banks’ risk-weighted assets from Y-9C reports arising from the adjustments of formerly off-balance-sheet securitized assets. I found that equity risk was significantly positively associated with the estimated implicit recourse adjustments. These findings suggest that investors are able to estimate and use the banking agencies’ implicit recourse adjustments in assessing the extent of the implicit risk retained. Put differently, investors’ views regarding implicit recourse are consistent with the banking agencies’ implicit recourse adjustments.
This study contributes to the literature relating the risk relevance of asset securitizations in several ways. First, I have extended prior research by providing more direct evidence that SFAS 166/167 resulted in financial reporting that is more aligned with investors’ views of asset securitizations, compared to the old accounting standards. Assuming that investors are correct in assessing the extent of the risk retained, these findings imply that SFAS 166 and 167 better reflect the economics of securitization transactions, which is consistent with the FASB’s main objective for adopting the standards (
Financial Accounting Standards Board (FASB) 2009a,
2009b). In fact, these findings are somewhat outdated in the U.S. setting, as the new standards have been in effect since 2010. However, they have important and timely implications for standard setters in international settings. For example, the International Accounting Standards Board (IASB) specifies derecognition criteria for securitized assets in IFRS 9. This standard requires the transferor to first carry out the quantitative risk and rewards tests. If it substantially transfers (retains) all the risks and rewards of ownership of securitized assets, it shall derecognize (continue to recognize) the assets. If it neither substantially transfers nor retains all the risks and rewards, it shall conduct the second test to determine whether it has retained control of the transferred assets. Whether it has retained control of the assets depends on the transferee’s ability to sell the asset. These two tests closely resemble those tests required under the old accounting standards. The first test is similar to the quantitative test required by FIN 46(R), as this standard focuses on determining if the transferor absorbs the majority of the risk and rewards. The second test is also similar to the control test required by SFAS 140 because one of the conditions required for derecognition of the assets under this standard is whether the transferee has the right to exchange the transferred assets. The findings from this study suggest that the quantitative risk and rewards test, and the control test required by the old standards are not as effective at capturing the risk in securitizations as the qualitative analysis required under the new standards. Thus, the findings provide important and timely policy implications for IASB. To better reflect the economics of securitization transactions, a more qualitative approach, as required by the new standards, should be incorporated into the derecognition criteria in IFRS 9.
Second, I found that there was no evidence that investors assessed differential risks for assets securitized through QSPEs versus VIEs. This finding has an appeal to critics who place more blame on QSPE accounting for allowing sponsors to hide riskier assets. Third, no current study has offered a mechanism by which investors could estimate the amount of risk retained in off-balance-sheet items, given the lack of disclosure about securitizations. By providing evidence on the information used by investors, I have shed light on the mechanism and have thereby presented findings that are useful to standard setters. For example, these findings provide support for the recently updated Basel III Pillar 3 disclosure requirements. Under this standard, a banking organization is required to calculate and disclose the exposure amount of an off-balance-sheet item using conversion factors, which depend on both explicit and implicit commitments to the item (
Federal Deposit Insurance Corporation (FDIC) 2012;
Basel Committee on Banking Supervision (BCBS) 2018). For example, an off-balance-sheet asset with a repurchase agreement (cancelable commitment) should be multiplied by a one hundred (zero) percent conversion factor. As the exposure amount incorporates implicit commitment as well as explicit commitment, it should include the implicit recourse adjustments made by the banking agencies. To the extent that this is true, the findings from this study imply that the exposure amount would be one piece of useful information that investors can use in assessing the risk in securitizations and thereby provide support for the new disclosure requirements.
The remainder of the paper proceeds as follows:
Section 2 provides background information regarding asset securitizations.
Section 3 reviews the related research and
Section 4 discusses my hypotheses.
Section 5 describes the research methodology.
Section 6 describes the sample selection process and descriptive statistics.
Section 7 presents the empirical analyses and
Section 8 concludes the paper.
3. Related Literature Review
To provide insight into the ongoing controversy surrounding the financial reporting for assets securitizations, prior research has examined investors’ views regarding implicit recourse. To do so, prior studies focused on investors’ assessments of the relationship between the securitizing firm’s risk and securitized assets. These studies predicted that if investors anticipate that the securitizing firm will (will not) provide implicit recourse beyond the firm’s contractual obligations to its troubled securitizations, then the measure of the firm’s risk should (should not) be positively associated with the portion of assets transferred to SPEs.
Niu and Richardson (
2006) showed that off-balance-sheet debt related to asset securitizations has the same risk relevance as recognized debt for explaining market measures of equity risk (i.e., CAPM beta).
Landsman et al. (
2008) showed that SPE assets and liabilities are valued similarly to sponsor/originator banks assets and liabilities. These findings indicate that equity holders assume that, on average, firms will provide implicit recourse on securitized assets. This suggests that investors view securitizations as secured borrowings, even when GAAP treats them as sales. Focusing on credit market participants,
Barth et al. (
2012) examined whether bondholders, and Standard and Poor’s differ in their assessments of credit risk associated with securitized assets. Their findings suggest that bondholders (credit rating agents) view securitizations as borrowings (sales). Assuming that investors can accurately assess the risk in securitizations, these studies argue that their results raise questions about whether the sales accounting treatment for asset securitizations appropriately reflects the risk associated with implicit recourse.
Chen et al. (
2008) investigated whether equity holders’ assessments of the risk associated with securitizations vary with the type of assets securitized. Their findings suggest that equity holders perceive that implicit recourse is a more important issue for residential mortgages and consumer loans than for commercial loans.
Cheng et al. (
2011) investigated the sources of equity risk associated with securitizations. They argued that market participants are likely to find it difficult to assess the true extent of risk transfer because of the complexity of and the lack of disclosure regarding securitization transactions. They found that bid–ask spreads and analyst forecast dispersion increase with the amount of securitized assets, and that securitizing banks have higher bid–ask spreads and forecast dispersion compared to non-securitizing banks. These findings imply that some investors have a greater difficulty in understanding securitization disclosures.
Ahn et al. (
2020) examined how investors view securitizations that receive off-balance or on-balance treatment under SFAS 166/167. They found that, on average, investors do not consider (consider) relevant securitized assets that receive off-balance (on-balance) treatment under SFAS 166/167 to be a risk. These findings suggest that SFAS 166 and 167 result in financial reporting that is more aligned with investors’ views of asset securitizations. However, they do not distinguish between securitized assets that received off-balance treatment under the old accounting standards and newly securitized assets following SFAS 166/167. As such, it is unclear from the average relationships that they documented how investors previously viewed off-balance-sheet securitized assets that firms consolidated back onto their balance sheets or left unconsolidated, as required by SFAS 166/167. It is possible that investors treated previously off-balance-sheet securitized assets that firms left unconsolidated (consolidated), as required by SFAS 166/167, as secured borrowings (sales). To the extent that these possible predictions are true, SFAS 166/167 may not be more effective at identifying implicit recourse than the old accounting standards. As the average relationships they find do not address these predictions, they do not provide direct evidence on the relative effectiveness of SFAS 166/167 to the old accounting standards at identifying implicit recourse. To fill this void, I separately examined previously off-balance-sheet securitized assets that firms consolidated under the new standards and those that firms left unconsolidated. The findings from prior studies are also limited in that they do not distinguish between securitizations going through two different accounting structures, QSPEs and VIEs, in examining investors’ views on asset securitizations.
6. Sample and Descriptive Statistics
I gathered quarterly data from four sources. I collected quarterly earnings per share to estimate Earn_VOL from Bank Compustat, financial statement and securitization data from the regulatory Y-9C report, and stock returns from CRSP. I also collected CONS_QSPE and CONS_VIE from banks’ 10-K filings. To test how investors assessed the risk associated with securitized assets before the new standards became effective in 2010, I measured variables in 2009 in Equation 1. Further, prior research has shown that investors treated asset securitizations as sales after the standards became effective in 2010. To confirm these findings using my sample, I extended the sample period to 2012 and measure variables in Equation (1) between 2010 and 2012. As this study examined investors’ views on asset securitizations, I focused on banks that had positive securitized assets in at least one quarter between 2008 and 2009.
Out of 64 banks with positive securitized assets, three bank holding companies were sold to another company after their wholly owned subsidiary banks went bankrupt. To mitigate the outlier effects, I excluded these three banks from my sample. Then, I required banks to have non-missing values for the variables included in Equation (1), which left 196 bank-quarter observations for 49 banks. See
Appendix C for details regarding sample selection procedures. Out of 49 banks, 17 banks had positive
CONS_QSPE and/or
CONS_VIE, and five banks had positive
UNCONS_QSPE. Out of the 17 banks, 14 banks had positive
CONS_QSPE, and seven banks had positive
CONS_VIE. Four of the seven banks with positive
CONS_VIE also had positive
CONS_QSPE.
Table 1 presents the descriptive statistics for the variables used in estimating Equation (1) through Equation (3) for 2009. See
Appendix B for variable definitions. The mean
CONS_Securitized was 0.150, which indicates that approximately twelve percent of the total securitized assets were consolidated back onto firms’ balance sheets upon the adoption of SFAS 166/167.
CONS_QSPE and
CONS_VIE were 0.124 and 0.017, which represents approximately one-tenth and one-hundredth of
Securitized assets, respectively. Untabulated findings also revealed that while approximately forty-one percent of off-balance-sheet QSPE assets were consolidated, only three percent of off-balance-sheet VIE assets were consolidated. These findings indicate that SFAS 166/167 had a much greater impact on QSPE assets than VIE assets, making it more interesting and important to test the relative effectiveness of QSPE accounting to the old VIE accounting at identifying implicit recourse.
In
Table 2,
Securitized assets declined between 2009 and 2010, but then marginally increased after 2010. Such a sharp decline in securitized assets can be, in part, explained by a one-time consolidation effect upon the adoption of SFAS 166/167. The untabulated findings revealed that the marginal increase in securitized assets was mainly attributable to the increase in securitized mortgage loans. Securitized mortgage loans declined from 1.07 to 0.87 between 2009 and 2010, but then increased to 0.90 after 2010. Overall, securitized assets increased even after the new standards became effective, and such an increase raises questions concerning some criticism that SFAS 166/167 would deter securitizations and consequently lending (
Leinfuss 2009).
Table 3 shows pairwise correlations among variables included in Equation (1) through Equation (3).
CONS_Securitized, CONS_QSPE, and
CONS_VIE were positively correlated with equity risk though
UNCONS_QSPE was also positively correlated. In addition,
EST_Securitized was positively correlated with
CONS_Securitized and was not correlated with
UNCONS_QSPE. This suggests that the banking agencies’ assessments of the risk associated with securitized assets, in part, overlapped with the analysis required under SFAS 166/167.
Table 4 presents distributional statistics for
EST_Securitized. In 2009, 16 banks had a positive
EST_Securitized and 15 out of 16 banks were included in my sample. Although the number of banks with a positive
EST_Securitized declined from 11 to 2 between 2010 and 2012, some banks still had a positive
EST_Securitized after SFAS 166/167 became effective. Along with the positive correlation between
EST_Securitized and
CONS_Securitized, overall, these univariate analyses suggest that the banking agencies’ assessments of the securitizing bank’s off-balance-sheet exposure, in part, overlapped with, but differed from the analysis required under SFAS 166/167.
These tables report descriptive statistics for the variables used in the baseline and Equation (1) through Equation (3).
Table 1 and
Table 2 present descriptive statistics for 2009, and between 2009 and 2012, respectively.
Table 3 report pairwise correlations. See
Appendix B for variable definitions. *, **, and *** denote significance at the
p < 0.10,
p < 0.05, and
p < 0.01 level, respectively.
Table 4 reports the distribution of the amount of securitized assets estimated from the Y-9C report that were added back to banks’ risk-weighted assets for regulatory capital purposes (
EST_Securitized). See
Appendix B for variable definitions.
8. Conclusions
Prior studies have examined how investors view asset securitizations, and indicated that investors treat securitizations as borrowings, even when GAAP treats them as sales. Concerns regarding the accounting for asset securitizations led the FASB to issue two new accounting standards. Upon the adoption of these new rules, some off-balance-sheet securitized assets were consolidated back onto firms’ balance sheets. This study examined whether the new accounting standards resulted in financial reporting that is more aligned with investors’ views of asset securitizations. To address this question, I investigated how investors viewed previously off-balance-sheet securitized assets before the new standards came into effect. In doing so, this separately examined assets that firms consolidated under the new standards and those that firms left unconsolidated. Extending prior research, I also examined whether, for assets consolidated under the new standards, investors distinguished between securitizations going through two different accounting structures. Lastly, I suggested and tested one possible information channel that investors might use to distinguish between securitizations that may have the economic substance of borrowings versus sales.
I found that investors treated the consolidated assets (the unconsolidated assets) as secured borrowings (sales) before the new standards became effective. These findings suggest that the new accounting standards are more consistent with investors’ views of asset securitizations. Assuming that investors can accurately assess the risk in securitizations, the findings imply that the new accounting standards better reflect the economics of securitization transactions, which is consistent with the FASB’s main objective for adopting the standards. These findings provide important and timely implications for standard setters in international settings. IASB, for example, currently adopts rules similar to the old accounting standards. The findings suggest that IASB can better reflect the economics of securitizations by incorporating rules similar to the new standards adopted in the U.S. Extending prior research, I also found that, for the consolidated assets, there was no evidence that investors assessed differential risk on securitizations going through two different accounting structures. These findings will have an appeal for critics who blame one of the structures for allowing firms to hide riskier assets. Lastly, I found that investors use the banking agencies’ adjustments in assessing the risk in securitizations. By providing evidence on the information used by investors, I have presented findings that are useful to standard setters, as these findings provide support for the recently updated Basel III Pillar 3 disclosure requirements.