v3.26.1
Variable Interest Entities and Securitizations
3 Months Ended
Mar. 31, 2026
Variable Interest Entities and Securitization [Abstract]  
Variable Interest Entities and Securitizations
NOTE 6—VARIABLE INTEREST ENTITIES AND SECURITIZATIONS
In the normal course of business, we enter into various types of transactions with entities that are considered to be variable interest entities (“VIEs”). Our primary involvement with VIEs is related to our securitization transactions in which we transfer assets to securitization trusts. We primarily securitize credit card and auto loans, which provide a source of funding for us and enable us to transfer a certain portion of the economic risk of the loans or related debt securities to third parties.
The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE.
Summary of Consolidated and Unconsolidated VIEs
The assets of our consolidated VIEs primarily consist of cash, loan receivables and the related allowance for credit losses, which we report on our consolidated balance sheets under restricted cash for securitization investors, loans held in consolidated trusts and allowance for credit losses, respectively. The assets of a particular VIE are the primary source of funds to settle its obligations. Creditors of these VIEs typically do not have recourse to our general credit. Liabilities primarily consist of debt securities issued by the VIEs, which we report under securitized debt obligations on our consolidated balance sheets. For unconsolidated VIEs, we present the carrying amount of assets and liabilities reflected on our consolidated balance sheets and our maximum exposure to loss. Our maximum exposure to loss is estimated based on the unlikely event that all of the assets in the VIEs become worthless and we are required to meet the maximum amount of any remaining funding obligations.
The tables below present a summary of VIEs in which we had continuing involvement or held a significant variable interest, aggregated based on VIEs with similar characteristics as of March 31, 2026 and December 31, 2025. We separately present information for consolidated and unconsolidated VIEs.
Table 6.1: Carrying Amount of Consolidated and Unconsolidated VIEs
 March 31, 2026
 ConsolidatedUnconsolidated
(Dollars in millions)Carrying Amount of AssetsCarrying Amount of LiabilitiesCarrying Amount of AssetsCarrying Amount of LiabilitiesMaximum Exposure to Loss
Securitization-Related VIEs:(1)
Credit card loan securitizations(2)
$25,269 $9,230 $0 $0 $0 
Auto loan securitizations2,937 2,309 0 0 0 
Total securitization-related VIEs28,206 11,539 0 0 0 
Other VIEs:(3)
Affordable housing entities428 134 6,517 2,134 6,517 
Entities that provide capital to low-income and rural communities2,998 10 44 22 44 
Other(4)
0 0 1,327 146 1,327 
Total other VIEs3,426 144 7,888 2,302 7,888 
Total VIEs$31,632 $11,683 $7,888 $2,302 $7,888 
 December 31, 2025
 ConsolidatedUnconsolidated
(Dollars in millions)Carrying Amount of AssetsCarrying Amount of LiabilitiesCarrying Amount of AssetsCarrying Amount of LiabilitiesMaximum Exposure to Loss
Securitization-Related VIEs:(1)
Credit card loan securitizations(2)
$28,208 $10,478 $$$
Auto loan securitizations3,451 2,622 
Total securitization-related VIEs31,659 13,100 
Other VIEs:(3)
Affordable housing entities469 167 6,485 2,204 6,485 
Entities that provide capital to low-income and rural communities2,942 10 48 24 48 
Other(4)
1,389 154 1,389 
Total other VIEs3,411 177 7,922 2,382 7,922 
Total VIEs$35,070 $13,277 $7,922 $2,382 $7,922 
__________
(1)Excludes insignificant VIEs from previously exited businesses.
(2)Represents the carrying amount of assets and liabilities of the VIE, which includes the seller’s interest and repurchased notes held by other related parties.
(3)In certain investment structures, we consolidate a VIE which holds as its primary asset an investment in an unconsolidated VIE. In these instances, we disclose the carrying amount of assets and liabilities on our consolidated balance sheets as unconsolidated VIEs to avoid duplicating our exposure, as the unconsolidated VIEs are generally the operating entities generating the exposure. The carrying amount of assets and liabilities included in the unconsolidated VIE columns above related to these investment structures were $3.1 billion of assets and $1.2 billion of liabilities as of March 31, 2026 and $3.0 billion of assets and $1.2 billion of liabilities as of December 31, 2025.
(4)Primarily consists of variable interests in companies that promote renewable energy sources and other equity method investments.
Securitization-Related VIEs
In a securitization transaction, assets are transferred to a trust, which generally meets the definition of a VIE. We engage in securitization activities as an issuer and an investor. Our primary securitization issuance activity includes credit card and auto securitizations, conducted through securitization trusts which we consolidate. Our continuing involvement in these securitization transactions mainly consists of acting as the primary servicer and holding certain retained interests. We also originate multifamily commercial real estate loans and transfer them to GSEs, which may, in turn, securitize them, where we do not consolidate the securitization trusts employed in these transactions.
Credit Card and Auto Securitizations
We securitize a portion of our credit card receivables and auto loans, which provides a source of funding for us. These securitizations involve the transfer of assets, including credit card receivables and auto loans, into respective securitization trusts. These trusts then issue debt securities collateralized by the transferred assets to third-party investors. We hold certain retained interests and continue to service the assets in these trusts. We consolidate these trusts because we are deemed to be the primary beneficiary as we have the power to direct the activities that most significantly impact the economic performance of the trusts, and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the trusts.
Our primary credit card securitization platform is the Capital One Multi-asset Execution Trust securitization program. As part of the Transaction in May 2025, we acquired the Discover Card Execution Note Trust (“DCENT”) securitization program. In December 2025, we defeased the outstanding DiscoverSeries Class A Notes issued by DCENT (the “Class A Notes”) as part of the wind-down of that issuance platform. In connection with the defeasance, DCENT’s interest in the underlying credit card receivables collateral was replaced with defeasance collateral consisting of U.S. Treasury bills, cash, or a combination of both in an aggregate amount that is expected to be sufficient to pay the remaining principal of, and interest on, the defeased Class A Notes in accordance with their terms. Consequently, we no longer transfer new credit card receivables into the DCENT securitization trust or issue new debt securities from this program.
Multifamily Agency Securitization Activity
In our multifamily agency business, we originate multifamily commercial real estate loans and transfer them to GSEs who may, in turn, securitize them. We retain the related mortgage servicing rights (“MSRs”) and service the transferred loans pursuant to the guidelines set forth by the GSEs. We do not consolidate the securitization trusts employed in these transactions as we do not have the power to direct the activities that most significantly impact the economic performance of these securitization trusts. We exclude these VIEs from the tables within this note because we do not consider our continuing involvement with these VIEs to be significant. Our maximum exposure to loss as a result of our involvement with these VIEs is the carrying value of the MSRs and investment securities on our consolidated balance sheets as well as our contractual obligations under loss sharing arrangements. See “Note 14—Commitments, Contingencies, Guarantees and Others” for information about the loss sharing agreements, “Note 7—Goodwill and Other Intangible Assets” for information related to our MSRs associated with these securitizations and “Note 3—Investment Securities” for more information on the securities held in our investment securities portfolio.
Other VIEs
Affordable Housing Entities
As part of our community reinvestment initiatives, we invest in private investment funds that make equity investments in multifamily affordable housing properties, a majority of which are VIEs. We receive affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. We account for our investments in qualified affordable housing projects using the proportional amortization method, where costs of the investment are amortized over the period in which the investor expects to receive tax credits and other tax benefits, and the resulting amortization is recognized as a component of income tax expense attributable to continuing operations. For the three months ended March 31, 2026 and 2025, we recognized amortization of $179 million and $159 million, respectively, and tax credits of $179 million and $153 million, respectively, associated with these investments within income tax provision. The carrying value of our equity investments in these qualified affordable housing projects was $6.2 billion as of both March 31, 2026 and December 31, 2025. We are periodically required to provide additional financial or other support during the period of the investments. Our liability for these unfunded commitments was $2.4 billion and $2.5 billion as of March 31, 2026 and December 31, 2025, respectively, and is largely expected to be paid from 2026 to 2029.
For those investment funds considered to be VIEs, we are not required to consolidate them if we do not have the power to direct the activities that most significantly impact the economic performance of those entities. We record our interests in these unconsolidated VIEs in loans held for investment, other assets and other liabilities on our consolidated balance sheets. Our maximum exposure to these entities is limited to our variable interests in the entities which consisted of assets of approximately $6.5 billion as of both March 31, 2026 and December 31, 2025. The creditors of the VIEs have no recourse to our general credit and we do not provide additional financial or other support other than during the period that we are contractually required to provide it. The total assets of the unconsolidated VIE investment funds were approximately $17.7 billion and $18.2 billion as of March 31, 2026 and December 31, 2025, respectively.
Entities that Provide Capital to Low-Income and Rural Communities
We hold variable interests in entities (“Investor Entities”) that invest in community development entities (“CDEs”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. Variable interests in the CDEs held by the consolidated Investor Entities are also our variable interests. The activities of the Investor Entities are financed with a combination of invested equity capital and debt. The activities of the CDEs are financed solely with invested equity capital. We receive federal and state tax credits for these investments. We consolidate the VIEs in which we have the power to direct the activities that most significantly impact the VIE’s economic performance and where we have the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIE. We consolidate other investments and CDEs that are not considered to be VIEs, but where we hold a controlling financial interest. The assets of the VIEs that we consolidated, which totaled approximately $3.0 billion and $2.9 billion as of March 31, 2026 and December 31, 2025, respectively, are reflected on our consolidated balance sheets in cash, loans held for investment, and other assets. The liabilities are reflected in other liabilities. The creditors of the VIEs have no recourse to our general credit. We have not provided additional financial or other support other than during the period that we are contractually required to provide it.
Other
We hold variable interests in other VIEs, including companies that promote renewable energy sources and other equity method investments. We are not required to consolidate these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance. Our maximum exposure to these VIEs is limited to the investments on our consolidated balance sheets of $1.3 billion and $1.4 billion as of March 31, 2026 and December 31, 2025, respectively. The creditors of the other VIEs have no recourse to our general credit. We have not provided additional financial or other support other than during the period that we are contractually required to provide it.
Our renewable energy source equity investments subject to proportional amortization had a carrying value of $1.1 billion as of March 31, 2026. We are periodically required to provide additional financial or other support during the period of the investments. Our liability for these unfunded commitments was $146 million as of March 31, 2026, and is expected to be paid from 2026 to 2034.
In addition, where we have certain lending arrangements in the normal course of business with entities that could be VIEs and act as an investor in RMBS, CMBS and ABS which are issued from securitization trusts, we have excluded these VIEs from the tables presented in this note. See “Note 3—Investment Securities” and “Note 4—Loans” for additional information regarding our investment securities portfolio and lending arrangements in the normal course of business.