Citigroup Inc.

• an “ownership change” under the Internal Revenue Code and its effecton Citi’s ability to utilize its deferred tax assets (DTAs) to offset futuretaxable income;• the potential negative impact on the value of Citi’s DTAs if corporate taxrates in the U.S., or certain foreign jurisdictions, are decreased;• the expiration of a provision of the U.S. tax law allowing Citi to defer U.S.taxes on certain active financial services income and its effect on Citi’stax expense;• Citi’s ability to continue to wind down Citi Holdings at the same pace orlevel as in the past and its ability to reduce risk-weighted assets and limitits expenses as a result;• Citi’s ability to continue to control expenses, including throughreductions at Citi Holdings, and to fund investments intended to grow theoperations of Citicorp;• Citi’s ability to hire and retain qualified employees as a result ofregulatory uncertainty regarding compensation practices or otherwise;• Citi’s ability to predict or estimate the outcome or exposure of theextensive legal and regulatory proceedings to which it is subject, andthe potential for the “whistleblower” provisions of the Financial ReformAct to further increase Citi’s number of, and exposure to, legal andregulatory proceedings;• potential future changes in key accounting standards utilized by Citi andtheir impact on how Citi records and reports its financial condition andresults of operations;• the accuracy of Citi’s assumptions and estimates, including indetermining credit loss reserves, litigation and regulatory exposures,mortgage representation and warranty claims and the fair value of certainassets, used to prepare its financial statements;• Citi’s ability to maintain effective risk management processesand strategies to protect against losses, which can be increased byconcentration of risk, particularly with Citi’s counter parties in thefinancial sector;• a failure in Citi’s operational systems or infrastructure, or those of thirdparties; and• Citi’s ability to maintain the value of the Citi brand.145