SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

For additional information regarding Citi’s use of special purpose entities (SPEs) and variable interest entities (VIEs), see Note 23 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K.

Citigroup’s involvement with consolidated and unconsolidated VIEs with which the Company holds significant variable interests or has continuing involvement through servicing a majority of the assets in a VIE is presented below:


	As of June 30, 2025
							Maximum exposure to loss in significant unconsolidated VIEs(1)
							Funded exposures(2)				Unfunded exposures
In millions of dollars	Total involvement with SPE assets		Consolidated VIE/SPE assets		Significant unconsolidated VIE assets(3)		Debt investments		Equity investments		Funding commitments		Guarantees and derivatives		Total
Credit card securitizations	$	28,094	$	28,094	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations(4)
U.S. agency-sponsored	118,516		—		118,516		3,287		—		—		119		3,406
Non-agency-sponsored	64,406		—		64,406		4,099		—		336		—		4,435
Citi-administered asset-backed commercial paper conduits	20,217		20,217		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	2,528		—		2,528		1,031		—		—		—		1,031
Asset-based financing(5)	323,102		8,648		314,454		57,299		675		15,775		—		73,749
Municipal securities tender option bond trusts (TOBs)	1,901		1,901		—		—		—		—		—		—
Municipal investments	21,433		—		21,433		2,493		2,911		3,293		—		8,697
Client intermediation	380		80		300		11		—		—		53		64
Investment funds	1,179		7		1,172		4		46		94		—		144

Total	$	581,756	$	58,947	$	522,809	$	68,224	$	3,632	$	19,498	$	172	$	91,526


	As of December 31, 2024
							Maximum exposure to loss in significant unconsolidated VIEs(1)
							Funded exposures(2)				Unfunded exposures
In millions of dollars	Total involvement with SPE assets		Consolidated VIE/SPE assets		Significant unconsolidated VIE assets(3)		Debt investments		Equity investments		Funding commitments		Guarantees and derivatives		Total
Credit card securitizations	$	29,746	$	29,746	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations(4)
U.S. agency-sponsored	120,568		—		120,568		2,387		—		—		123		2,510
Non-agency-sponsored	62,378		—		62,378		3,479		—		566		—		4,045
Citi-administered asset-backed commercial paper conduits	21,306		21,306		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	3,920		—		3,920		2,019		—		—		—		2,019
Asset-based financing(5)	268,498		7,947		260,551		54,349		735		13,185		—		68,269
Municipal securities tender option bond trusts (TOBs)	935		935		—		—		—		—		—		—
Municipal investments	20,280		3		20,277		2,360		2,730		2,502		—		7,592
Client intermediation	387		81		306		20		—		—		49		69
Investment funds	641		21		620		4		18		98		—		120

Total	$	528,659	$	60,039	$	468,620	$	64,618	$	3,483	$	16,351	$	172	$	84,624

(1) The definition of maximum exposure to loss is included in the text that follows this table.

(2) Included on Citigroup’s June 30, 2025 and December 31, 2024 Consolidated Balance Sheet.

(3) A significant unconsolidated VIE is an entity in which the Company has any variable interest or continuing involvement considered to be significant, regardless of the likelihood of loss.

(4) Citigroup mortgage securitizations also include agency and non-agency (private label) re-securitization activities. These SPEs are not consolidated. See “Re-securitizations” below for further discussion.

(5) Included within this line are loans to third-party-sponsored private equity funds, which represent $91.7 billion and $45.5 billion in unconsolidated VIE assets and $867 million and $824 million in maximum exposure to loss as of June 30, 2025 and December 31, 2024, respectively.

The previous tables do not include:

•certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;

•certain third-party-sponsored private equity funds to which the Company provides credit facilities. The Company has no decision-making power and does not consolidate these funds, some of which may meet the definition of a VIE. The Company’s maximum exposure to loss is generally limited to a loan or lending-related commitment. As of June 30, 2025 and December 31, 2024, the Company’s maximum exposure to loss related to these transactions was $8.7 billion and $8.1 billion, respectively (see Note 14 and Note 23 to the Consolidated Financial Statements in Citi’s 2024 Form 10-K);

•certain VIEs structured by third parties in which the Company holds securities in inventory, as these investments are made on arm’s-length terms;

•certain positions in mortgage- and asset-backed securities held by the Company, which are classified as Trading account assets, Investments or Loans, in which the Company has no other involvement with the related securitization entity deemed to be significant (see Notes 13, 14 and 23);

•certain representations and warranties exposures in Citigroup residential mortgage securitizations, in which the original mortgage loan balances are no longer outstanding; and

•VIEs such as preferred securities trusts used in connection with the Company’s funding activities. The Company does not have a variable interest in these trusts.

Consolidated VIEs

The Company engages in on-balance sheet securitizations, which are securitizations that do not qualify for sales treatment; thus, the assets remain on Citi’s Consolidated Balance Sheet, and any proceeds received are recognized as secured liabilities. In general, the third-party investors in the obligations of consolidated VIEs have legal recourse only to the assets of the respective VIEs and do not have such recourse to the Company, except where Citi has provided a guarantee to the investors or is the counterparty to certain derivative transactions involving the VIE. Thus, Citigroup’s maximum legal exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing.

Intercompany assets and liabilities are excluded from Citi’s Consolidated Balance Sheet. All VIE assets are restricted from being sold or pledged as collateral. The cash flows from these assets are the only source used to pay down the associated liabilities, which are non-recourse to Citi’s general assets.

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the classification of the asset (e.g., loan or security) and the associated accounting model ascribed to that classification.

The asset balances for unconsolidated VIEs in which the Company has significant involvement represent the most current information available to the Company. In most cases, the asset balances represent an amortized cost basis without regard to impairments, unless fair value information is readily available to the Company.

The maximum funded exposure represents the balance sheet carrying amount of the Company’s investment in the VIE. It reflects the initial amount of cash invested in the VIE, adjusted for any accrued interest and cash principal payments received. The carrying amount may also be adjusted for increases or declines in fair value or any impairment in value recognized in earnings. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company or the notional amount of a derivative instrument considered to be a variable interest. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE (e.g., interest rate swaps, cross-currency swaps or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.

The following tables present certain assets and liabilities of consolidated VIEs, which are included on Citi’s Consolidated Balance Sheet. The assets include those assets that can only be used to settle obligations of consolidated VIEs and are in excess of those obligations. In addition, the assets include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.


	June 30,
	2025		December 31,
In millions of dollars	(Unaudited)		2024
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
Cash and due from banks	$	60	$	65
Trading account assets	7,706		6,971
Investments	1,463		739
Loans, net of unearned income
Consumer	31,235		32,958
Corporate	20,643		21,492
Loans, net of unearned income	$	51,878	$	54,450
Allowance for credit losses on loans (ACLL)	(2,293)		(2,376)
Total loans, net	$	49,585	$	52,074
Other assets	133		190
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs	$	58,947	$	60,039


	June 30,
	2025		December 31,
In millions of dollars	(Unaudited)		2024
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	11,772	$	13,628
Long-term debt	7,274		5,271
Other liabilities	416		920
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	19,462	$	19,819

Funding Commitments for Significant Unconsolidated VIEs—Liquidity Facilities and Loan Commitments

The following table presents the notional amount of liquidity facilities and loan commitments that are classified as funding commitments in the VIE tables above:


	June 30, 2025				December 31, 2024
In millions of dollars	Liquidity facilities		Loan/equity commitments		Liquidity facilities		Loan/equity commitments
Non-agency-sponsored mortgage securitizations	$	—	$	336	$	—	$	566
Citi-administered asset-backed commercial paper conduits	—		—		—		—
Asset-based financing	—		15,775		—		13,185
Municipal securities tender option bond trusts (TOBs)	—		—		—		—
Municipal investments	—		3,293		—		2,502
Investment funds	—		94		—		98

Total funding commitments	$	—	$	19,498	$	—	$	16,351

Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

The following table presents the carrying amounts and classification of significant variable interests in unconsolidated VIEs:


In billions of dollars	June 30, 2025		December 31, 2024
Cash	$	—	$	—
Trading account assets	4.0		3.4
Investments	5.4		5.6
Total loans, net of allowance	61.9		58.4
Other	0.6		0.6
Total assets	$	71.9	$	68.0

Credit Card Securitizations

The Company’s primary credit card securitization activity is through two trusts—Citibank Credit Card Master Trust and Citibank Omni Trust. These trusts are consolidated entities given Citi’s continuing involvement. The following table reflects amounts related to the Company’s securitized credit card receivables:


In billions of dollars	June 30, 2025		December 31, 2024
Ownership interests in principal amount of trust credit card receivables
Sold to investors via trust-issued securities	$	7.2	$	5.2
Retained by Citigroup as trust-issued securities	3.3		3.7
Retained by Citigroup via non-certificated interests	29.1		22.1
Total	$	39.6	$	31.0

The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:


	Three Months Ended June 30,				Six Months Ended June 30,
In billions of dollars	2025		2024		2025		2024
Proceeds from new securitizations	$	2.0	$	—	$	2.0	$	—
Paydown of maturing notes	—		1.1		—		1.2

Master Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Master Trust was 3.3 years as of June 30, 2025 and 3.6 years as of December 31, 2024.


In billions of dollars	Jun. 30, 2025		Dec. 31, 2024
Term notes issued to third parties	$	6.3	$	4.3
Term notes retained by Citigroup affiliates	1.8		1.7
Total Master Trust liabilities	$	8.1	$	6.0

Omni Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Omni Trust was 0.9 years as of June 30, 2025 and 1.4 years as of December 31, 2024.


In billions of dollars	Jun. 30, 2025		Dec. 31, 2024
Term notes issued to third parties	$	0.9	$	0.9
Term notes retained by Citigroup affiliates	1.5		2.0
Total Omni Trust liabilities	$	2.4	$	2.9

Mortgage Securitizations

The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations:


	Three Months Ended June 30,
	2025				2024
In billions of dollars	U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages
Principal securitized	$	1.8	$	1.4	$	1.5	$	3.0
Proceeds from new securitizations	1.8		1.0		1.5		2.7
Contractual servicing fees received	—		—		—		—
Cash flows received on retained interests and other net cash flows	—		—		—		—
Purchases of previously transferred financial assets	—		—		—		—

	Six Months Ended June 30,
	2025				2024
In billions of dollars	U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages
Principal securitized	$	3.4	$	2.8	$	3.0	$	4.1
Proceeds from new securitizations	3.5		2.3		3.0		3.7
Contractual servicing fees received	0.1		—		0.1		—
Cash flows received on retained interests and other net cash flows	—		0.1		—		0.1
Purchases of previously transferred financial assets	—		—		—		—

Note: Excludes re-securitization transactions.

Gains recognized on the securitization of U.S. agency-sponsored mortgages were less than $1 million for the three and six months ended June 30, 2025. Gains recognized on the securitization of non-agency-sponsored mortgages were $34.7 million and $95.5 million for the three and six months ended June 30, 2025, respectively.

Gains recognized on the securitization of U.S. agency-sponsored mortgages were less than $1 million for the three and six months ended June 30, 2024. Gains recognized on the securitization of non-agency-sponsored mortgages were $45.5 million and $82.0 million for the three and six months ended June 30, 2024, respectively.


	June 30, 2025						December 31, 2024
			Non-agency-sponsored mortgages(1)						Non-agency-sponsored mortgages(1)
In millions of dollars	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests		U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Carrying value of retained interests(2)	$	806	$	908	$	1,047	$	783	$	902	$	1,058

(1) Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.

(2) Retained interests consist of Level 2 and Level 3 assets depending on the observability of significant inputs. See Note 23 for more information about fair value measurements.

The following table includes information about loan delinquencies and liquidation losses for assets held in non-consolidated, non-agency-sponsored securitization entities:


									Liquidation (gains) losses
	Securitized assets				90 days past due				Three Months Ended June 30,				Six Months Ended June 30,
In billions of dollars, except liquidation losses in millions	Jun. 30, 2025		Dec. 31, 2024		Jun. 30, 2025		Dec. 31, 2024		2025		2024		2025		2024
Securitized assets
Residential mortgages(1)	$	31.4	$	31.0	$	0.4	$	0.3	$	1.3	$	0.5	$	1.3	$	1.2
Commercial and other	30.1		31.1		—		—		—		—		—		—
Total	$	61.5	$	62.1	$	0.4	$	0.3	$	1.3	$	0.5	$	1.3	$	1.2

(1) Securitized assets include $0.1 billion of personal loan securitizations as of June 30, 2025.

Consumer Loan Securitizations

Beginning in the third quarter of 2023, Citi relaunched a program securitizing other consumer loans into asset-backed securities. The principal securitized for the three and six months ended March 31, 2025 was $0.3 billion and $0.6 billion, respectively. The proceeds from new securitizations for the three and six months ended June 30, 2025 were $0.3 billion and $0.6 billion, respectively. The gains recognized on the securitization of consumer loans were $0.5 billion and $0.7 billion for the three and six months ended June 30, 2025, respectively.

Mortgage Servicing Rights (MSRs)

In connection with the securitization of mortgage loans, Citi’s U.S. consumer mortgage business generally retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees. These transactions create intangible assets referred to as MSRs, which are recorded at fair value on Citi’s Consolidated Balance Sheet (see Note 23 for the valuation of MSRs). The MSRs correspond to principal loan balances of $57 billion and $53 billion as of June 30, 2025 and 2024, respectively.

The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
In millions of dollars	2025		2024		2025		2024
Servicing fees	$	38	$	33	$	75	$	65
Late fees	—		1		1		1

Total MSR fees	$	38	$	34	$	76	$	66

In the Consolidated Statement of Income these fees are primarily classified as Commissions and fees, and changes in MSR fair values are classified as Other revenue.

Re-securitizations

The Company engages in re-securitization transactions backed by either residential or commercial mortgages in which debt securities are transferred to a VIE in exchange for new beneficial interests. Citi did not transfer non-agency (private label) securities to re-securitization entities, nor did Citi hold retained interests in such securitizations, during the three months ended June 30, 2025 and 2024.

As of June 30, 2025 and December 31, 2024, Citi held no retained interests in private label re-securitization transactions structured by Citi.

The Company also re-securitizes U.S. government-agency-guaranteed mortgage-backed (agency) securities. During the three and six months ended June 30, 2025, Citi transferred agency securities with a fair value of approximately $6.7 billion and $13.6 billion to re-securitization entities, compared to approximately $6.3 billion

and $10.7 billion for the three and six months ended June 30, 2024, respectively.

As of June 30, 2025, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $2.5 billion (including $1.6 billion related to re-securitization transactions executed in 2025), compared to $1.6 billion as of December 31, 2024 (including $977 million related to re-securitization transactions executed in 2024), which is recorded in Trading account assets. The original fair values of agency re-securitization transactions in which Citi holds a retained interest as of June 30, 2025 and December 31, 2024 were approximately $73.4 billion and $76.8 billion, respectively.

As of June 30, 2025 and December 31, 2024, the Company did not consolidate any private label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits

At June 30, 2025 and December 31, 2024, the commercial paper conduits administered by Citi had approximately $20.2 billion and $21.3 billion of purchased assets outstanding, and unfunded commitments with clients of approximately $15.2 billion and $16.7 billion, respectively.

At June 30, 2025 and December 31, 2024, the weighted-average remaining maturities of the commercial paper issued by the conduits were approximately 65 and 82 days, respectively.

The conduits have obtained letters of credit from the Company that equal at least 8% to 10% of the conduit’s assets with a minimum of $200 million to $350 million. The letters of credit provided by the Company to the conduits total approximately $2.0 billion and $2.1 billion as of June 30, 2025 and December 31, 2024, respectively. In the event that defaulted assets exceed the transaction-specific credit enhancement described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors.

At June 30, 2025 and December 31, 2024, the Company owned $7.3 billion and $6.4 billion, respectively, of the commercial paper issued by its administered conduits. The Company’s investments were not driven by market illiquidity and the Company is not obligated under any agreement to purchase the commercial paper issued by the conduits.

Municipal Securities Tender Option Bond (TOB) Trusts

The Company provides credit enhancement for certain non-customer trusts. At June 30, 2025 and December 31, 2024, $0.8 billion and $0.4 billion, respectively, of the municipal bonds owned by non-customer TOB trusts were subject to a credit guarantee provided by the Company.

The Company provides other liquidity agreements or letters of credit to customer-sponsored municipal investment funds, which are not variable interest entities, and municipality-related issuers that totaled $0.1 billion and $0.5 billion as of June 30, 2025 and December 31, 2024, respectively. These liquidity agreements and letters of credit are offset by reimbursement agreements with various term-out provisions.

Asset-Based Financing

The primary types of Citi’s asset-based financings, total assets of the unconsolidated VIEs with significant involvement and Citi’s maximum exposure to loss are presented below. For Citi to realize the maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.


	June 30, 2025				December 31, 2024
In millions of dollars	Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs		Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs
Type
Commercial and other real estate	$	60,452	$	11,947	$	61,322	$	9,693
Corporate loans	55,166		26,514		45,542		21,009
Other (including investment funds, airlines and shipping)	198,836		35,288		153,687		37,567
Total	$	314,454	$	73,749	$	260,551	$	68,269