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SECURITIZATIONS AND VARIABLE INTEREST ENTITIES
3 Months Ended
Mar. 31, 2022
Securitizations and Variable Interest Entities [Abstract]  
SECURITIZATIONS AND VARIABLE INTEREST ENTITIES SECURITIZATIONS AND VARIABLE INTEREST ENTITIES
For additional information regarding Citi’s use of special purpose entities (SPEs) and variable interest entities (VIEs), see Note 21 to the Consolidated Financial Statements in Citi’s 2021 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 March 31, 2022
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
$31,081 $31,081 $ $ $ $ $ $ 
Mortgage securitizations(4)
U.S. agency-sponsored
116,330  116,330 1,653   52 1,705 
Non-agency-sponsored
58,449 605 57,844 2,426  11  2,437 
Citi-administered asset-backed commercial paper conduits13,588 13,588       
Collateralized loan obligations (CLOs)7,315  7,315 2,608    2,608 
Asset-based financing(5)
260,573 10,614 249,959 34,590 1,112 12,288  47,990 
Municipal securities tender option bond trusts (TOBs)3,410 886 2,524 21  1,736  1,757 
Municipal investments
20,961 3 20,958 2,611 3,593 3,821  10,025 
Client intermediation
832 392 440 66   63 129 
Investment funds378 89 289 2  15 1 18 
Other
        
Total
$512,917 $57,258 $455,659 $43,977 $4,705 $17,871 $116 $66,669 
As of December 31, 2021
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
$31,518 $31,518 $— $— $— $— $— $— 
Mortgage securitizations(4)
U.S. agency-sponsored
113,641 — 113,641 1,582 — — 43 1,625 
Non-agency-sponsored
60,851 632 60,219 2,479 — — 2,484 
Citi-administered asset-backed commercial paper conduits14,018 14,018 — — — — — — 
Collateralized loan obligations (CLOs)8,302 — 8,302 2,636 — — — 2,636 
Asset-based financing(5)
246,632 11,085 235,547 32,242 1,139 12,189 — 45,570 
Municipal securities tender option bond trusts (TOBs)3,251 905 2,346 — 1,498 — 1,500 
Municipal investments
20,597 20,594 2,512 3,617 3,562 — 9,691 
Client intermediation
904 297 607 75 — — 224 299 
Investment funds498 179 319 — — 12 13 
Other
— — — — — — — — 
Total
$500,212 $58,637 $441,575 $41,528 $4,756 $17,266 $268 $63,818 

(1)    The definition of maximum exposure to loss is included in the text that follows this table.
(2)    Included on Citigroup’s March 31, 2022 and December 31, 2021 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 $100 billion and $100 billion in unconsolidated VIE assets and $498 million and $497 million in maximum exposure to loss as of March 31, 2022 and December 31, 2021, respectively.
The previous tables do not include:

certain venture capital investments made by some of the Company’s private equity subsidiaries, as the Company accounts for these investments in accordance with the Investment Company Audit Guide (codified in ASC 946);
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 secured 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 March 31, 2022 and December 31, 2021, the Company’s maximum exposure to loss related to these deals was $54.8 billion and $55.6 billion, respectively (for more information on these positions, see Note 13 and Note 26 to the Consolidated Financial Statements in Citigroup’s 2021 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 or Investments, in which the Company has no other involvement with the related securitization entity deemed to be significant (see Notes 12 and 20 for more information on these positions);
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 trust preferred securities trusts used in connection with the Company’s funding activities. The Company does not have a variable interest in these trusts.

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.
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:
March 31, 2022December 31, 2021
In millions of dollars
Liquidity
facilities
Loan/equity
commitments
Liquidity
facilities
Loan/equity
commitments
Non-agency-sponsored mortgage securitizations$ $11 $— $
Asset-based financing
 12,288 — 12,189 
Municipal securities tender option bond trusts (TOBs)
1,736  1,498 — 
Municipal investments
 3,821 — 3,562 
Investment funds
 15 — 12 
Other
  — — 
Total funding commitments
$1,736 $16,135 $1,498 $15,768 

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
March 31, 2022December 31, 2021
Cash
$ $— 
Trading account assets
1.4 1.4 
Investments
8.8 8.8 
Total loans, net of allowance
37.6 35.4 
Other
1.0 0.8 
Total assets
$48.8 $46.4 

Credit Card Securitizations
Substantially all of the Company’s credit card securitization activity is through two trusts—Citibank Credit Card Master Trust (Master Trust) and Citibank Omni Trust (Omni Trust), with the substantial majority through the Master Trust. These trusts are consolidated entities. The following table reflects amounts related to the Company’s securitized credit card receivables:
In billions of dollars
March 31, 2022December 31, 2021
Ownership interests in principal amount of trust credit card receivables
Sold to investors via trust-issued securities$9.7 $9.7 
Retained by Citigroup as trust-issued securities6.5 7.2 
Retained by Citigroup via non-certificated interests16.2 16.1 
Total
$32.4 $33.0 
The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:
Three Months Ended March 31,
In billions of dollars
20222021
Proceeds from new securitizations
$ $— 
Pay down of maturing notes
 (3.6)
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 March 31, 2022 and 3.6 years as of December 31, 2021.
In billions of dollars
Mar. 31, 2022Dec. 31, 2021
Term notes issued to third parties
$8.4 $8.4 
Term notes retained by Citigroup affiliates1.7 2.2 
Total Master Trust liabilities
$10.1 $10.6 
Omni Trust Liabilities (at Par Value)
The weighted average maturity of the third-party term notes issued by the Omni Trust was 1.4 years as of March 31, 2022 and 1.6 years as of December 31, 2021.
In billions of dollars
Mar. 31, 2022Dec. 31, 2021
Term notes issued to third parties
$1.3 $1.3 
Term notes retained by Citigroup affiliates4.8 5.0 
Total Omni Trust liabilities
$6.1 $6.3 
Mortgage Securitizations
The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations:

Three Months Ended March 31,
20222021
In billions of dollars
U.S. agency-
sponsored
mortgages
Non-agency-
sponsored
mortgages
U.S. agency-
sponsored
mortgages
Non-agency-
sponsored
mortgages
Principal securitized
$2.1 $1.6 $3.0 $11.0 
Proceeds from new securitizations
2.0 1.6 3.2 10.6 
Contractual servicing fees received  — — 
Cash flows received on retained interests and other new cash flows  — — 
Purchases of previously transferred financial assets
  0.1 — 

Note: Excludes re-securitization transactions.

Gains recognized on the securitization of U.S. agency-sponsored mortgages were $0.3 million for the three months ended March 31, 2022. For the three months ended March 31, 2022, gains recognized on the securitization of non-agency-sponsored mortgages were $39 million.
Gains recognized on the securitization of U.S. agency-sponsored mortgages were $1 million for the three months ended March 31, 2021. Gains recognized on the securitization of non-agency-sponsored mortgages were $166 million for the three months ended March 31, 2021.


March 31, 2022December 31, 2021
Non-agency-sponsored mortgages(1)
Non-agency-sponsored mortgages(1)
In millions of dollars
U.S. agency-
sponsored mortgages
Senior
interests
(2)
Subordinated
interests
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Carrying value of retained interests(3)
$504 $1,234 $819 $374 $1,452 $955 

(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)    Senior interests in non-agency-sponsored mortgages include $62 million related to personal loan securitizations at March 31, 2022.
(3)    Retained interests consist of Level 2 and Level 3 assets depending on the observability of significant inputs. See Note 20 for more information about fair value measurements.
Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables were as follows:

Three Months Ended March 31, 2022
Non-agency-sponsored mortgages(1)
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Weighted average discount rate7.1 %1.9 %2.8 %
Weighted average constant prepayment rate3.3 %6.2 %11.9 %
Weighted average anticipated net credit losses(2)
NM0.4 %0.2 %
Weighted average life
8.3 years3.7 years4.6 years
Three Months Ended March 31, 2021
Non-agency-sponsored mortgages(1)
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Weighted average discount rate8.8 %0.2 %3.2 %
Weighted average constant prepayment rate5.8 %— %12.5 %
Weighted average anticipated net credit losses(2)
NM0.4 %1.7 %
Weighted average life
7.7 years0.8 yearsNM

(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)    Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.
NM    Anticipated net credit losses are not meaningful due to U.S. agency guarantees.
The interests retained by the Company range from highly rated and/or senior in the capital structure to unrated and/or residual interests. Key assumptions used in measuring the fair value of retained interests in securitizations of mortgage receivables at period end were as follows:

March 31, 2022
Non-agency-sponsored mortgages(1)
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Weighted average discount rate4.9 %9.3 %4.9 %
Weighted average constant prepayment rate8.5 %9.6 %10.0 %
Weighted average anticipated net credit losses(2)
NM1.0 %2.0 %
Weighted average life
6.7 years7.0 years10.8 years
December 31, 2021
Non-agency-sponsored mortgages(1)
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Weighted average discount rate3.7 %16.2 %4.0 %
Weighted average constant prepayment rate14.5 %6.8 %9.0 %
Weighted average anticipated net credit losses(2)
   NM1.0 %2.0 %
Weighted average life
5.1 years8.8 years18.0 years

(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)    Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.
NM    Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions is presented in the tables below. The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.

March 31, 2022
Non-agency-sponsored mortgages
In millions of dollars
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Discount rate
Adverse change of 10%$(11)$ $ 
Adverse change of 20%(22)  
Constant prepayment rate
Adverse change of 10%(16)  
Adverse change of 20%(31)  
Anticipated net credit losses
Adverse change of 10%NM  
Adverse change of 20%NM  
December 31, 2021
Non-agency-sponsored mortgages
In millions of dollars
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Discount rate
Adverse change of 10%$(6)$(1)$— 
Adverse change of 20%(11)(1)— 
Constant prepayment rate
Adverse change of 10%(19)— — 
Adverse change of 20%(37)— — 
Anticipated net credit losses
Adverse change of 10%NM— — 
Adverse change of 20%NM— — 

NM    Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

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

Liquidation losses
Securitized assets90 days past dueThree Months Ended March 31,
In billions of dollars, except liquidation losses in millionsMar. 31, 2022Dec. 31, 2021Mar. 31, 2022Dec. 31, 202120222021
Securitized assets
Residential mortgages(1)
$30.0 $29.2 $0.5 $0.4 $1.5 $1.5 
Commercial and other
25.5 26.2  —  — 
Total
$55.5 $55.4 $0.5 $0.4 $1.5 $1.5 

(1)    Securitized assets include $0.2 billion of personal loan securitizations as of March 31, 2022.

Mortgage Servicing Rights (MSRs)
The fair value of Citi’s capitalized MSRs was $520 million and $433 million at March 31, 2022 and 2021, respectively. The MSRs correspond to principal loan balances of $58 billion and $52 billion as of March 31, 2022 and 2021, respectively. The following table summarizes the changes in capitalized MSRs:

Three Months Ended March 31,
In millions of dollars20222021
Balance, beginning of period$404 $336 
Originations34 43 
Changes in fair value of MSRs due to changes in inputs and assumptions98 73 
Other changes(1)
(17)(19)
Sales of MSRs — 
Balance, as of March 31$520 $433 

(1)    Represents changes due to customer payments and passage of time.

The fair value of the MSRs is primarily affected by changes in prepayments of mortgages that result from shifts in mortgage interest rates. Specifically, higher interest rates tend
to lead to declining prepayments, which causes the fair value of the MSRs to increase. In managing this risk, Citigroup economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase and sale commitments of mortgage-backed securities and purchased securities, all classified as Trading account assets.
The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows:

Three Months Ended March 31,
In millions of dollars20222021
Servicing fees
$29 $31 
Late fees
1 
Ancillary fees
 — 
Total MSR fees
$30 $32 

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 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 during the three months ended March 31, 2022 and 2021. These securities are backed by either residential or commercial mortgages and are often structured on behalf of clients.
As of March 31, 2022 and December 31, 2021, 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 months ended March 31, 2022, Citi transferred agency securities with a fair value of approximately $9.3 billion to re-securitization entities, compared to approximately $13.1 billion for the three months ended March 31, 2021.
As of March 31, 2022, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $1.2 billion (including $300 million related to re-securitization transactions executed in 2022) unchanged from to $1.2 billion as of December 31, 2021 (including $641 million related to re-securitization transactions executed in 2021), 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 March 31, 2022 and December 31, 2021 were approximately $80.3 billion and $78.4 billion, respectively.
As of March 31, 2022 and December 31, 2021, the Company did not consolidate any private label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits
At March 31, 2022 and December 31, 2021, the commercial paper conduits administered by Citi had approximately $13.6 billion and $14 billion of purchased assets outstanding, respectively, and had incremental funding commitments with clients of approximately $16.7 billion and $18.3 billion, respectively.
Substantially all of the funding of the conduits is in the form of short-term commercial paper. At March 31, 2022 and December 31, 2021, the weighted average remaining lives of the commercial paper issued by the conduits were approximately 63 and 70 days, respectively.
The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancements described above. Each asset purchased by the conduit is structured with transaction-specific credit enhancement features provided by the third-party client seller, including over-collateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. These credit enhancements are sized with the objective of approximating a credit rating of A or above, based on Citi’s internal risk ratings. In addition to the transaction-specific credit enhancements, the conduits, other than the government-guaranteed loan conduit, have obtained letters of credit from the Company, which equal at least 8% to 10% of the conduit’s assets with a minimum of $200 million. The letters of credit
provided by the Company to the conduits total approximately $1.2 billion and $1.3 billion as of March 31, 2022 and December 31, 2021, respectively. The net result across multi-seller conduits administered by the Company is that, in the event that defaulted assets exceed the transaction-specific credit enhancements described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors.
At March 31, 2022 and December 31, 2021, the Company owned $4.5 billion and $4.9 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.

Collateralized Loan Obligations (CLOs)
There were no new securitizations during the three months ended March 31, 2022 and 2021. The following table summarizes selected retained interests related to Citigroup CLOs:

In millions of dollars
Mar. 31, 2022Dec. 31, 2021
Carrying value of retained interests
$921 $921 

All of Citi’s retained interests were held-to-maturity securities as of March 31, 2022 and December 31, 2021.

Municipal Securities Tender Option Bond (TOB) Trusts
At March 31, 2022 and December 31, 2021, none of the municipal bonds owned by non-customer TOB trusts were subject to a credit guarantee provided by the Company.
At March 31, 2022 and December 31, 2021, liquidity agreements provided with respect to customer TOB trusts totaled $1.8 billion and $1.5 billion, respectively, of which $0.8 billion and $0.6 billion, respectively, were offset by reimbursement agreements. For the remaining exposure related to TOB transactions, where the residual owned by the customer was at least 25% of the bond value at the inception of the transaction, no reimbursement agreement was executed.
The Company also 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 $1.8 billion and $2 billion as of March 31, 2022 and December 31, 2021, 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 shown 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.

March 31, 2022December 31, 2021
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$43,290 $8,378 $32,932 $7,461 
Corporate loans
23,528 14,404 18,257 12,581 
Other (including investment funds, airlines and shipping)183,141 25,208 184,358 25,528 
Total
$249,959 $47,990 $235,547 $45,570