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incentives to continue prepay and other transactions with Enron, so as to not jeopardize theopportunity to reap large revenue from marketing these products to other companies.272. Citigroup and its subsidiaries also provided Enron with a broad array of financialservices during the relevant period, including cash management services, participation in syndicatedrevolving credit facilities, debt and equity underwriting for both Enron and affiliated entities, mergerand acquisition advisory services, project-related finance, and structured finance transactions.Certain of the structured finance transactions used products designed by Citigroup. For example,Citigroup created the credit-linked notes structure Enron and Citigroup used in the prepays knownas Yosemite I through IV. The minority interest transactions Citigroup brought to Enron used astructure that Citigroup designed and considered to be its proprietary product.273. The nature of its multifaceted relationship with Enron gave Citigroup access toEnron’s internal documents, to Enron’s senior management, and substantial nonpublic information.That information included financial information, business plans and strategies, capital structure, andother information about structured finance/SPE transactions in which Enron was involved.Citigroup understood Enron’s use of MTM accounting and how that accounting created a persistentneed to generate cash flow from operating activities to match reported earnings. Citigroup alsoknew that Enron’s success was driven by its credit ratings, and was constantly monitoring thevarious credit ratios the rating agencies used in determining those ratings. A 1999 Citigroup creditprofile of Enron explained that Enron used prepays and deals such as minority interest transactionsto “address two issues which have been raised by the rating agencies,” one of which was to correctthe mismatch between earnings created by MTM accounting and cash flow from operations. CITI-B00449879-880 (quoted in Exam. III, App. D at 34-35).274. In its dealings with Enron and the Insiders, Citigroup and its subsidiaries functionedas a single business unit. Employees of the different subsidiaries were able to speak on behalf of604041v1/007457-82-