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                      F FINANCIAL CRISIS INQUIRY COMMISSION REPORTINANCIAL CRISIS INQUIRY COMMISSION REPORT


         Collateralized Debt Obligations

         Collateralized debt obligations (CDOs) are structured   3. CDO tranches
         financial instruments that purchase and pool
                                                        Similar to
         financial assets such as the riskier tranches of various   mortgage-backed
         mortgage-backed securities.                    securities, the CDO
                                                        issues securities in
                                                        tranches that vary
                                                        based on their place in
                                                        the cash flow waterfall.
         1. Purchase
                                                          Low risk, low yield
         The CDO manager and securities
         firm select and purchase assets,
         such as some of the lower-rated
         tranches of mortgage-backed
         securities.
                                        First claim to cash flow from
                                       principal & interest payments…

                               New pool                       AAA
                               of RMBS
                              and other
                              securities
                                                        next
                  AAA                                  claim…
                                      2. Pool

                                      The CDO manager
                                      and securities firm
                                                               AA
                                      pool various assets   next…
                                      in an attempt to     etc.  A
                                      get diversification       BBB
                  AA                                           BB
                                      benefits.                EQUITY
                   A
                  BBB                                    High risk, high yield
                  BB

         Figure .

         The securities firms argued—and the rating agencies agreed—that if they pooled
         many BBB-rated mortgage-backed securities, they would create additional diversifi-
         cation benefits. The rating agencies believed that those diversification benefits were
         significant—that if one security went bad, the second had only a very small chance of
         going bad at the same time. And as long as losses were limited, only those investors at
         the bottom would lose money. They would absorb the blow, and the other investors
         would continue to get paid.
           Relying on that logic, the CDO machine gobbled up the BBB and other lower-rated
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