Citigroup Inc.

Transactions with AffiliatesThe types and amounts of transactions between Citigroup’s U.S. subsidiarydepository institutions and their non-bank affiliates are regulated by the FRB,and are generally required to be on arm’s-length terms. See also “Fundingand Liquidity—Liquidity Transfer Between Entities” above.Insolvency of an Insured U.S. Subsidiary DepositoryInstitutionIf the FDIC is appointed the conservator or receiver of an FDIC-insured U.S.subsidiary depository institution such as Citibank, N.A., upon its insolvency orcertain other events, the FDIC has the ability to transfer any of the depositoryinstitution’s assets and liabilities to a new obligor without the approval ofthe depository institution’s creditors, enforce the terms of the depositoryinstitution’s contracts pursuant to their terms or repudiate or disaffirmcontracts or leases to which the depository institution is a party.Additionally, the claims of holders of deposit liabilities and certainclaims for administrative expenses against an insured depository institutionwould be afforded priority over other general unsecured claims againstsuch an institution, including claims of debt holders of the institution anddepositors in non-U.S. offices, in the liquidation or other resolution of suchan institution by any receiver. As a result, such persons would be treateddifferently from and could receive, if anything, substantially less than thedepositors in U.S. offices of the depository institution.An FDIC-insured financial institution that is affiliated with a failed FDICinsuredinstitution may have to indemnify the FDIC for losses resulting fromthe insolvency of the failed institution. Such an FDIC indemnity claim isgenerally superior in right of payment to claims of the holding company andits affiliates and depositors against such depository institution.Privacy and Data SecurityCitigroup is subject to many U.S., state and international laws and regulationsrelating to policies and procedures designed to protect the non-publicinformation of its consumers. Citigroup must periodically disclose its privacypolicy to consumers and must permit consumers to opt out of Citigroup’sability to use such information to market to affiliates and third-partynon-affiliates under certain circumstances. See also “Risk Factors” and“Operational Risk—Information Security and Continuity of Business” above.CUSTOMERSIn Citigroup’s judgment, no material part of Citigroup’s business dependsupon a single customer or group of customers, the loss of which would havea materially adverse effect on Citi, and no one customer or group of affiliatedcustomers accounts for at least 10% of Citigroup’s consolidated revenues.COMPETITIONThe financial services industry, including each of Citigroup’s businesses,is highly competitive. Citigroup’s competitors include a variety of otherfinancial services and advisory companies such as banks, thrifts, creditunions, credit card issuers, mortgage banking companies, trust companies,investment banking companies, brokerage firms, investment advisorycompanies, hedge funds, private equity funds, securities processingcompanies, mutual fund companies, insurance companies, automobilefinancing companies, and internet-based financial services companies.Citigroup competes for clients and capital (including deposits andfunding in the short- and long-term debt markets) with some of thesecompetitors globally and with others on a regional or product basis.Citigroup’s competitive position depends on many factors, including thevalue of Citi’s brand name, reputation, the types of clients and geographiesserved, the quality, range, performance, innovation and pricing of productsand services, the effectiveness of and access to distribution channels,technology advances, customer service and convenience, effectivenessof transaction execution, interest rates and lending limits, regulatoryconstraints and the effectiveness of sales promotion efforts. Citigroup’s abilityto compete effectively also depends upon its ability to attract new employeesand retain and motivate existing employees, while managing compensationand other costs. See “Risk Factors” above.In recent years, Citigroup has experienced intense price competitionin some of its businesses. For example, the increased pressure on tradingcommissions from growing direct access to automated, electronic marketsmay continue to impact Securities and Banking, and technologicaladvances that enable more companies to provide funds transfers maydiminish the importance of Regional Consumer Banking’s role as afinancial intermediary.There has been substantial consolidation among companies in thefinancial services industry, particularly as a result of the recent financialcrisis, through mergers, acquisitions and bankruptcies. This consolidationmay produce larger, better capitalized and more geographically diversecompetitors able to offer a wider array of products and services at morecompetitive prices around the world. In certain geographic regions,including “emerging markets,” our competitors may have a stronger localpresence, longer operating histories, and more established relationships withclients and regulators.PROPERTIESCitigroup’s principal executive offices are located at 399 Park Avenue inNew York City. Citigroup, and certain of its subsidiaries, is the largest tenant,and the offices are the subject of a lease. Citigroup also has additional officespace in 601 Lexington Avenue in New York City, under a long-term lease.Citibank leases one building and owns a commercial condominium unit ina separate building in Long Island City, New York, and has a long-term leaseon a building at 111 Wall Street in New York City, each of which are totallyoccupied by Citigroup and certain of its subsidiaries.Citigroup Global Markets Holdings Inc. leases its principal offices at 388Greenwich Street in New York City, and also leases the neighboring buildingat 390 Greenwich Street, both of which are fully occupied by Citigroup andcertain of its subsidiaries.Citigroup’s principal executive offices in EMEA are located at 25 and 33Canada Square in London’s Canary Wharf, with both buildings subject tolong-term leases. Citigroup is the largest tenant of 25 Canada Square and thesole tenant of 33 Canada Square.In Asia, Citigroup’s principal executive offices are in leased premiseslocated at Citibank Tower in Hong Kong. Citigroup has major or fullownership interests in country headquarter locations in Shanghai, Seoul,Kuala Lumpur, Manila, and Mumbai.Citigroup’s principal executive offices in Latin America, which also serveas the headquarters of Banamex, are located in Mexico City, in a two-towercomplex with six floors each, totaling 257,000 rentable square feet.Citigroup also owns or leases over 76.8 million square feet of real estate in100 countries, comprised of 12,356 properties.302