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`BULKY DOCUMENTS
`
`(Exceeds 100 pages)
`
`Filed:
`
`10/10/2012
`
`Title: Opposer NOR Ex. 563
`
`Part8of13
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`91201920
`
`

`

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`
`Citigroup Inc.v. Citiair, LLC
`Mitt ZAG Anroal Rosner
`ESS Opp.No. 91201920
`Opposer NOREx. 563
`
`OPP008133
`
`

`

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`OPP008134
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`

`Citi's MissionStatement and Principles
`
`Citi works tirelessly to serve individuals, communities, Institutions and nations. With 200 years
`of experience meeting the world’s toughest challenges and seizing its greatest opportunities,
`we strive to create the best outcomes for our clients and customers with financial solutions that
`are simple, creative and responsible. An institution connecting over 1,000cities, 160 countries
`and millions of people, we are your global bank: we areCiti.
`
`The four key principles — the values that guide us as we perform this mission — are:
`
`Common Purpose: One team, with one goal: serving our clients and stakeholders.
`Responsible Finance: Conduct thatis transparent, prudent and dependable.
`Ingenuity: Enhancing our clients’ lives through innovation that harnesses the breadth and depth of our
`information, global network and world-class products.
`Leadership: Talented people with the best training who thrive in a diverse meritocracy that demands
`excellence, initiative and courage.
`
`OPP008135
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`

`

`Dear Fellow Shareholders,
`
`2010 was a Curning point for Ciligroup. We achieved our
`arimary coal of returning fo profitability, posting positive nat
`‘ncome ir each quarter, a full-vear profit cf $10.6 billion and a
`$11.9 billion profit in the core busiresses that will defarmire
`our compary’s future. The U.S. government sold its shares of
`common stock in our company— in the process earning the
`“axpayers a mora than $12 illon profit on ther investrr ant.
`We made more progress in reducing assels in Citi Holdings Chan
`anyone expacted anc aided the year wth Holdings consfifuring
`ess than 20% of our balance shae*. We attracted top tale rt,
`‘Neluding new executives fo run our U.S. Consumer Bank and
`cards businesses. And, most important, we put in place a
`structure and a strategy that we believe will enable us not oy
`70 growbut fo regain our comaany’s alace as the world’s
`sremie inlernaliona bank,
`
`Saveral large trends are rashaping the financial services
`ndustry. As Anerica’s only <ruly glokal bank, Cit group is the
`oest-pesitioned bank in the warld to harness those trends and
`deliver vaiue fo our clients and shareholders. We inherited a
`grea: fourdation. “hans to tha foresignt of thosa wro ‘were
`“unning tris bank since befcra many of us wera born, our
`company maintains an unparalleled physical presence in move
`chan 100 of the world’s ccuntries ard jurisdictions, with
`susiriass operations in sore 60 more. That foundation gives us
`a strong head star. And we are working fo build or itin ways
`chat assiring competitors simply canno: — because they lack
`our hiscory, our unique assets ard our global prasanca.
`
`2010 Results
`
`3efo-e | co info more detail ahout or strategy ard execifion
`ariorities, leat me brlefly reviaw our full-year resu ts. Gne year
`ago, NO ore would have p-edicted that Citi would earn a profit
`Navery quarter of 2010 and post double-digit net income for
`che full year But that’s axactly what we did.
`
`re
`
`
`
`
`vikearm ©
`Fanclt
`Criei iy
`
`Sutpec OF nese
`
`Citi earned a pcofit of $10.6 billion in 2010, or $0.35 per share.
`Both of thase figures are Lp sharply trom a net loss of 3.6
`Fillion, ar $0.89 par share, ir 2009. Raveniies ona comparable
`basis were down slightly ~ to $86.6 billion in 2016 trom $YI
`cillion in 2009. Most of that decline is attributable to the
`continued sfrinking of Citi Holdings both in collar terms and as
`a share of our salance sheet.
`
`Our core cusinasses in Citicorp earned Frofits on a comparable
`casis of $14.9 bill on on revenues of $65.6 billion — down
`slightly, reflecting tie aspecially strong Securities ard Banking
`rasults fromthe prior year. Recioial Consumer Barikirg and
`Global Trarsaction Services (GTS) both posted salid revenue
`cains. in particular our busiresses in As'a Pacific and _atir
`Amatica continue to grow, with our international corsumar
`barks leading the waywith ravenue gairs of 3% and a doub lina
`cf net income to 54.2 bi lion. Ove-all, Citicorp generated 59%
`cf ifs revenues fromits interraticnal operations - a powerful
`testamerit te the strength of our global brand.
`
`Our scrong focus on Citicorp was matched by ar equally strong
`ceternination to centinue winding dowr Citi Holdings in an
`economically rational manner Throjah a number of important
`sales and olheraclions - includirg Lhe civestilure of
`
`OPP008136
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`

`

`The Student Loan Corporation and much of Primerica - we
`reduced Citi Holdings assets by $128 billion. Those assets are
`down by more than half from 2008 levels and now stand at
`$359 billion. And net losses in Citi Holdings for the year fell
`by more than half, from $8.9 billion in 2009 to $4.2 billion
`last year.
`
`Provisions for credit losses and for benefits and claims also
`declined on a comparable basis ~ by $25.7 billion, or 50%,
`to $26.0 billion. Total expensesfor Citigroup were $47.4 billion,
`down $447 million, or 1%, from 2009 ~ even as we continua
`to make ongoing investments in talent, technelogy, new
`products, customer acquisition and expanded distribution,
`among others - ensuring that we have the people and the
`platform to meet clients’ and customers’ expectations well
`into this century.
`
`Citigroup Net income
`tin billions of doltars)
`“~rereerenteroramearnamanananneiraerteianetaeenananttatnretatenrhtithiammatrneuntsimerannetrerterenenane
`
`$3.6
`
`$127.7)
`
`$11.6)
`
`$10.6
`
`
`
`2007
`
`2008
`
`2009
`
`2010
`
`Our capital strength continues to be among the best in the
`business. Our Tier 1 Common ratio Increased from 9.6%to
`10.8%over the course of the year. And our loan loss reserves
`stand at $4077 billion, or 6.3% of our loan balances.
`
`The numbers, in other wards, are strong. | know that return on
`aquity is of particular importance to shareholders. We will have
`more to say about return on equity as the impact of all the new
`
`regulations becomes clearer. In the meantime, we will focus on
`driving strong return on assets. Having achieved sustained
`profitability, we now are looking to create sustained and
`responsible growth, Here’s how,
`
`Current Trends
`
`Our core goal for the near term is to cantinue aligning our
`bank around what we believe are the major trends reshaping
`our industry.
`
`1) Therise of an emerging-market consumer and trading bloc:
`Growth in emerging marketsis hardly a new story, but the
`traditional narrative is perhaps a bit behind current reality.
`The basic facts are wel-known, Emerging rnarkets are growing
`consistently faster than developed economies, in some cases
`by many multiples.
`
`Yet two deeper factors are driving this broader trend. The first
`is the rise of the emerging-market consumer and that new
`consumer base’s power to drive global growth. For example, in
`China and India alone, middie class households are expected to
`grow by more than 300 million over the next decade. Last year,
`70 million people living in emerging markets antered the
`middie class. According to one estimate, by 2020, three-
`quarters of incremental consumer spending will come from
`emerging markets.If that estimateis correct, then by that
`Same year, consumer spending in Asia will overtake North
`America to became the world’s largest consumerbloc.
`
`The other major factor is the vast increase in trade and capital
`flows within emerging markets, The share of global trade from
`emerging markets rose from 21% in 1995 to 35%in 2009. and
`that share is rising slightly faster than their share of the global
`economy. While intra-emerging market flows representless
`than 15%of global trade today, these flows are increasing
`rapidly ~ rising from 6%of world trade to 12% between 1995
`and 2009. By contrast, the advanced economies’ share of
`global trade is now 65%, down from 79% in 1995,
`
`OPP008137
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`

`Three other interrelated factors are at work here: increasing
`urbanization, massive investment neads and the role of
`sovereign wealth funds. Approximately 1.5 million people move
`toa city aach day, with almost all of this migration taking place
`in emerging markets. This urbanization already is creating
`fresh demand for financial services and also is prompting
`rhassive investment needs for infrastructure projects, including
`roads, transit systems, power grids and telecom. By some
`estimates, as much as $3trillion will be required per year to
`upgrade aging infrastructure in developed markets and to meet
`the demands of urbanization in emerging markets. These
`investment needs, in turn, will create demand for capital
`markets in these countries, including active equity markets fo
`support the expected growth.
`
`Whatever changes may come, there are some clear themes
`that will define Citi's future and principles. Customers will place
`a premium on those who practice what we call Responsible
`Finance. This means acting in ways that are in our clients’
`interests and that are systemically responsible. Responsible
`Finance also means supporting the real economy andifs
`underlying growth trends. This is less about economics and
`more about behavior. The financial services industry plays a
`crucial role in enhancing economic growth and prosperity, and
`we must always make promoting broad-based growth one of
`our central priorities.
`
`3) Changes in consumer preferences: A new generation of
`globally minded and tech-savvy people is coming of age and
`entering the financial system, Globalization has harmonized,
`to some extent, these consumers’ tastes, spending habits
`Citi Holdings Assets
`
`(in billions of dolfars)trehntereninerrenerwntnrrerwincer
`and expectations in ways that make peaple wholive in the
`world’s largast and mast sophisticated urban centers mare
`like one another than ever before. These consumers also have
`different - and higher ~ expectations from businesses than
`their parents. The demands on businesses that rely ori
`information technology will be especially high: consumers
`have come to axpect instant, fast, reliable, always-on access
`to a plethora ofdata. In addition, consumersin differing
`circumstances and markets increasingly demand products
`and servicestailored to their specific needs.
`
`$827' 762 705 650 399 S82 SS6 487 503! 465 421 359
`
`«40
`10 2 «(30
`Keeping up with - and staying ahead of - those expectations
`«49
`«30
`«20
`10 20°39 «40
`«#18
`‘190
`‘10
`"IO
`‘08 ‘08 ‘08 '08 ‘09 'O9 'O9 ‘09 ‘IO
`will require changes to the global retail banking business model
`
`
`
`arenmentiterennerineneriererestnntnnnnitnin
`Beak quarter,
`that are every bit as significant as the changes being wrought
`*The adaption of SPAS 166/457 braught $43 billfon on balance sheet
`by new regulation. Social networking and fachnology pose
`as of Minuary ) 20nd,
`perhaps the greatest challenge. More than 750 million people
`around the world now use social networking sites, which are
`radically changing the way consumers communicate - with
`each other and with businesses. What used to be simple
`Messages are now interactive and ongoing dialogues.
`Industries and businesses that succeed in the new environment
`are harnessing social network technology to offer highly
`personalized service and virtual, online communities.
`
`Sovereign weaith funds represent a $4 trillion capital pool that
`will only grow larger as global current account imbalances,
`driven by trace surpluses in several Asian and Middle Eastern
`countries, continue to swell, These funds have large and
`fast-growing needs for solid investments in which to put their
`tmoney. As a result, they are likely to play an important role in
`making up for capital investment shortfalls that may arise as
`more and more capital is allocated to infrastructure.
`
`2) Regulatory reform: The regulatory landscape ts changing,
`but we don't yat know exactly what forms those changeswill
`take. Many of the rules required by Dodd-Frank remain to be
`written, and much of Basel lf is not yat finalized. We support
`both reforms, While the Dodd-Frank rules may impose
`additional costs, they also may create opportunities to develop
`new and profitable business models. And we expect to meetthe
`new Basel capital and liquidity requirements well before they
`become affactive.
`
`4
`
`in short, consumers everywhere ara becoming more knowl
`edgeable and sophisticated. We must treat them accordingly.
`
`4) Technological advances: Rapid technological advances over
`the next several years will reshape our industry beyond driving
`changes in consumer preferences. The incremental cost of
`computer memary already is close to zero, The cost of
`processing is approaching zero. The expansion of broadband Is
`improving connectivity and the speed of information
`processing. Cloud computing will meaningfully increase the
`ability to store and manipulate data.
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`OPP008138
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`The upsices ir reducing costs and imorovind efficiency are
`obvious - ard not just in consumer businesses. Gn the
`nstitutiona side, volumes will increase as the marginal cost of
`orocessing trades disappears. In acditicn, the convenience and
`afficiercy of technology introduce new security challengesthat
`danks must meet.
`
`Gur ¢ levfcentric focus and emphasis on Responsible Finance
`are well-suited fo the newly enacted and still-caming regulatory
`changes. We are a leader in most of our products across our
`institutional and consumer businesses. Citi also has a long
`history of ‘nnovation - including picneering widespread use of
`{ie ATN.
`
`5) Large global unbanked populat on: While fhe expansion of
`che glozal middle class will drive economic arowth and demand
`for banking services, thera current y are sore 2.5 bilior
`Jnbankec consumers — people whalack accass to basic
`finarcial services ~ in tre world coday. While much of this
`DopLiation lives in emerging markets. there is a need for
`greacer financlalirclusion in davelopad economiasas well. For
`axample, in tha U.S., about 8% of Fouseholds do not have bank
`
`accounts — a figure tha? may rise with the imp ementatior of
`acenf regulafory changes. Tha social and accnomic henafits of
`“eachirg the Lnbanked are enormcus: greater financial security
`and economic opportunity for low-ncome people anc
`axoanding markets and prosperizy fo* tre entie world.
`
`?olicymakecs rave tried to acdrass the problem aut Fave yet to
`develop a workable — and scalable - model to prorrote ttnancial
`“nclusion ard -aach the poo-est and mest remote comrrunites.
`Ore promising avenue s the use of mobile chone tachnologes
`70 facilifate payrnants and deliver other ban«ing services to the
`inbankec population.
`
`How Our Company Aligns with These Trends
`
`Citi 13, overall, the world’s bast-pasitioned bank to harness
`current trans.
`
`viti’s extensive alobal preserce and retwork ae urmatched
`amongfinancial instizutions. We've developed deep and
`ong-standing relatiorsrips in every market where we operace.
`We can fund projects and leid moreyusing local depos ts and
`‘nvestments. And our long-farm presence has allowed us fo
`
`accumulate a wealth of local knowledge and insights.
`
`Vioreover. we ink the world nct only through knewledge anc
`‘elationships but alse Ehrough our global payments natwork to
`create afficiarcy and accessib lity for our clianfs. Trese
`
`savices allow us fo Clay a major rclein global trada and
`commerce and to davelop b-oad and deer relationships witk
`corporations, governments and institut onal investors
`
`throughout the world. Cif’ banks no less than 65% of the
`werid’s Fortune “000 companies.
`
`citi’s broad product set is aligned with our core strategy of
`aing {ve world’s clooal bank for consuners and institucions.
`
`Citicorp Revenues
`2010 Revenues: $65.6 billionSeca
`
`By Region
`
`By Business
`
`
`
`Na -Noth Arnarica
`RO3— Ragioral Consumer Banking
`EMEA - Europe Middis East and Africa
`S&B -Securitics and Benkisg
`GTS Global Transaction Services
`LATAM Latin Arnerica
`
`
`Note: Totals may not sum due to rounding.
`
`Our “giabality,” band and product breacth make Js unique ir
`tue industry ard srovde us the oaportunity to attract the best
`falenf from all over fhe world. The best people knowthat a
`caree with us offers more opportunities for their own growth
`anc davalep ment.
`
`And our nearly 200-year-cld biard is one of (he world’s
`strongasf.
`If has waafre-ed the financial crisis remarkably well
`anc remains dominan: in mary of the ame-ging markets poised
`forthe fastest growth in the coming years.
`
`Locking at these trends from the perspect' ve of our three core
`husinesses — Securities and Bank ng, Glehal Transaction
`Services and Ragional Consumer Banking - cur advantages
`come into sharper focus,
`
`In Securifias and Banking, oLr approach is to leverage our
`globa natwork to build deep, andurng relationships with some
`£,09€ globalpriority clients across the corporate, public and
`financial seccors. We believe that thase clients represent the
`most concantrated current and fLture opportunit’es. We put
`our capita to work for these cliarts and earn significant
`ravenile streams from fracing, foreign aychangs, advisory and
`other services. And we are wor<ing to develop the risk
`Managemen: and overations and tachnclogy functions into
`sourcas of competitive advantage.
`
`In Glohal Transaction Servces {G7S), we are leveraging cur
`globa network technology platforms and incustry expertise to
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`OPP008139
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`data quality °o best in class, bu Iding a global consumer
`banking platform, expanding key cradiig capabilities,
`introcucing the next ceneration of core systemsin servicing
`anc relentlessly cursuing operating efficiencies,
`
`Citigroup — Key Capital Metrics
`
`—=- Tier | Capital
`—a— Tier |
`Com
`ert
`Common
`12.9%
`12.7%
`12.0%
`11.7%
`1.9%
`
`
`
` 12.8%
`Th9%
`12.5%
`
`1.3%
`10.8%
`21%
`BD
`
`
`
`
`
`82%
`
`
`
`
`
`37%
`en
`1a
`2.3%
`
`2.7%
`
`a 1
`
`3@ 4a
`20
`@ 20 30 40 10
`‘08 ‘08 '08 '08 ‘09 ‘09 ‘09 ‘09
`
`10
`‘1D
`
`20 30
`‘10
`‘10
`
`40
`‘10
`
`Nate: The adopt on of SFAS 166/167 in 1910 reduced Tier 1 Commar
`and Tier 1 Capital ratics by 138 and 141 basis poincs, espectively
`
`3) Enhance our U.S. consumer business and provide an
`exceptional customer experience. Last year, we unveiled a
`new strategy to ravfaliza our LS. retail aanking businass,
`We're making major investments ‘n peorle, ir technolegy andir
`our branch netwerk fo ansura that our customer experiance is
`sacond to none.
`
`4) Become the industry's #1 source of ideas and content.
`Meaningtul value is deliverec through ideas. We wart to be the
`best af conveyinc insights ard analysis to clients. We plan to
`leverage our global presence and expertise, inc uding our vast
`informazion advantage, to generate the freshest thinking and
`create fre best conent ‘n our industry. No financial institution
`knows more abo_t mere global marke®s than wa do. Our
`challenge is “a harness that knowledga and mace it wark
`tor clients.
`
`5) Provide best-in-class corporate and nvestment banking
`capabl|itles. Our goal is to rise to a positior such that ne major
`coraoracion, gaverrmant or institution in the wor d will make a
`major financial decision without consulting Citi. This requires
`fre best talent, the best idaas and tre harnessing of all that cur
`globa frarchisa has to cffer
`
`6) Connect with our customers. Citi’s global brand is a
`f-emendous advantage. We are continually invest'ng in our
`brad and finding the right and best ways to connect with
`customers. We've imp amented a rigorous ret cromoter
`tnelhodolegy around the world Co measure cuslomer
`satisfaction and dafail specific client characteristics and needs.
`
`OPP008140
`
`deepen relationships with priority clients through Gur two
`najor businesses, Treasury and Trade Solutiors and Securities
`and Fund Services. Citi’s GTS frarchise arings n righly stable
`“evenues with relacivaly low capita usage. making it one of the
`nost attractive busiresses in our indus:ry.
`
`n Regional Censumer Banking, we are pu-suing a strategy of
`appealing fo affluent consumers in tre top 15G irternational
`cities. Nearly half of our 2010 consimer banking revenLes were
`genera-ed in emerging markets, where margins are higher and
`growth prospects brighte. we will cortinLe to invest ‘n more
`and better branches ‘n our priority urban markets, avan as wa
`create “parceptual scala” through innovative distribution
`channels ard sroduc:s anddigital bank'ng platforms that make
`our service both more effactive and more ubiquitous. We are
`-he hank of choice for globally rirded consumers and are
`werking ta bacome the sams for trade-orianted small and
`nid-size companies looking to fLIfill their international neads.
`
`These three busness segments overlap ina varietyof ways
`-0 Creale synergies Cha. significanlly improve clienl service
`and our rasults. Our goal - and expectaticn ~ is to derive
`‘alf of our reverues from emerging markets and halt from
`developed eccnomies, with a balanced mix across these three
`xey businesses.
`
`Key Execution Priorities
`
`We have identified eight key execution priorities to- ZUT1
`and beyond:
`
`1) Increase our share of emerging-market flows, including
`capital trade and flows. In 2010, wa sharpered our focus on
`caoturing a larger share of capital trade and flows from, into
`and especially within emerging markets. Plans for the future
`‘nelude improving client coverage mcdels, adding and moving
`sey talent to and within key markets, investiig in infrastructure,
`creating content that p-ovides unique insigrts into emerg ng
`narkets and maxing more capital available to clian‘s in
`ariority markets.
`
`2) Become the world's digital bank. Corisume-s appraciate the
`way “achno ogy simplifies and anhances so manyaspacts of
`-heir lives, they are increasiagly demanding the same from
`finarcial sarvicas. We balieve that our clooal footprint and our
`‘nnovative culcure position us to win in the cigital space. Cigital
`crends also wil significantly impact our institutional businesses,
`whether through improvemanis in businessefficancies, more
`dynamic trading approaches or better wavs to deliver servicas
`“oour cliants. In addition, wa wil continue to crive our
`operatiors and techrology agenda — which includes imp raving
`6
`
`

`

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`
`ASla Pacific
`
`In the Asia Pacific region, Citi employs more than 50,006
`peaple in 19 markets: Sustralia, Bangladesh, Brunei, China,
`Guam, Hong Kong, India, Indonesia, Japan, Korea, Macau,
`Malaysia, New Zealand, the Philippines, Singapore, Sri Lanka,
`Taiwan, Thailand and Vietnam. Citi’s legacy in Asia Pacific
`dates back more than 100 years. We opened our first Asian
`office in 1902 in Shanghai, earlier than any other Western
`bank, and we have been established in Hong Kong, Manila,
`Calcutta, Singapore and Yokohama for more than a century,
`Today, we provide more services in more markets for mare
`clients than any other financial institution in the region.
`Citibank is Asia’s leading consumer bank, with more than
`31 million retail and card customer accounts, and our franchise
`has pioneered best-in-class Internet and mobile banking
`solutions across the region. Among global banks, Citibank has
`the widest distribution network in Asia and is also the top
`credit card issuer with more than 45 million accounts, In ZO10,
`Citi launched mora than 20 major credit card products in the
`region. Citibank also was the first U.S. bank to launchretail
`banking in Vietnam, and we introduced our first-ever credit
`card in that market in 2010.
`
`Citi Private Bank is one of the region’s leading wealth
`managers, offering carefully tailored services to more than
`6,000individuals and families, including one-third of Asia’s
`a
`
`billanaires (excluding Japari). The Private Bank émploys more
`than 200 bankers and investment specialists acrass the region,
`Overall, Citiis the largest wealth managerin Asia Pacific, with
`3165 billion in assets under management Through Citigedd
`Private Client and Citigald, Citibank serves many of the
`region's mast affluent consumers.
`
`Overall, 85%of Fortune 500 companies’ operations in Asia
`Pacific bank with Citi, We also bank nearly 2,500 subsidiaries
`of 450 LS. parent companies ~ firms that are inc reasing their
`investments in Asia and using our platform to expand. This
`also underlines tha importance of Citi's global network,
`aspecially for our Global Transaction Services (GTS) business,
`including a comprehensive footprint in the amerging markets
`that helps multinationals and financial institutions ex pand
`internationally,
`
`in 2010, Citi was named the Best Bank in Asia by FinanceAsia
`and The Asset. Citi Japan also was ranked #1 in Nikkel’s
`prastigious Retail Banking Survey, which compared the quality
`of over-the-counter service and financial products among
`16 banks in that country. The more than 400 awards we
`received during the year ~ including the award for Best Cash
`Management Bank from FinanceAsia, which Citi has won 13 out
`of the last 14 years - demonstrate Citi's ongoing commitment
`to consistently delivering excellence for our clients.
`
`OPP008142
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`

`

`Wee are
`
`Situated in Merny &
`ok al the baart
`qloop Pearsnata, ffir
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`Bathing, ab in one
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`af Hone }
`
`2010 Accomplishments
`
`* Citi helped Asia Pacific clients raise more than $160 billion
`frominternational capital markets, including sovereign debt
`issues for Indonesia and Vietnam.
`
`* Citi was involved in several landmark equity offerings,
`including the largest single-tranche initial public offering
`ever priced (for wealth management and insurance giant
`AlA), the largest Singapore IPO (for Global Logistic
`Properties), the largest india iPO (for Coal India} and the
`largest Philippine IPO in dollar terms (for Cebu Pacific Air).
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`branches across the region,
`TOO in 2000,
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`compared with fewer than
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`ein Australia, China, Hong Kang and Thailand, we launched the
`next generation of Internet banking service, which provides a
`vastly superior customer experience, global view of accounts,
`improved security, customized alerts and financial advice.
`
`* We launched Powered by Citi, a region-wide campaign
`with leading retailers and corporate clients across Asia
`that promotes specific value propositions based on credit
`card spending.
`
`¢ Thailand awarded us the mandate to provide payment
`services to its Government Pension Fund, which manages the
`retirement savings of more than one million members.
`
`* We continued to expand our equity presence with the launch
`of local brokerages in Indonesia and Malaysia and the
`astablishment of a research team in the Philippines.
`
`« Retail deposits in Asia hit $100 billion for the first time, and
`institutional deposits reached an all-time high of more than
`$120 billion,
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`* Our GTS business provides the widest range of cash
`management, trade and securities, and fund services in the
`region, processing more than $6 trillion of cross-border funds
`in 2010, with assets under custody of more than $1.3 trillion.
`
`® We grew our footprint significantly, opening 45 new branches
`during the year. Our network now totals more than 700 retail
`
`# We launched Citigald Private Client, a new wealth
`management programfor individuals with assets between
`Si million and $10 million. Currently available in China,
`Singapore and Hong Kong, the program provides an exclusive
`and individual level of service to manage both personal and
`business weaith. Clients enjoy unrivaled access to Citi’s
`global banking network and all of the products and services
`offered across our antira franchise, including transactional
`banking, capital markets and advisory services and business
`banking solutions.
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`Europe, Middle East and Africa
`
`In Europe, the Middle East and Africa (EMEA), Citi employs
`approximately 28,000 people, maintains a physical presencein
`55 countries and jurisdictions, and conducts business in 61
`more. Cliants acrass EMEA choose Citi for our global footprint,
`market position, in-country relationships and full range of
`solutions through our axtensive suite of products and services.
`
`The region includes a diverse mix of developed and ema rging
`markets, and Citi has a long and deep history in beth, With
`operations in 16 countries across the continent, Citi has the
`broadest Pan-African foatprint of any foreign bank. We see
`tremendous growth prospects for our business within the
`emerging markets, and we are committed to helping our clients
`improve their operations in these countries at every stage -
`whether they are just breaking into a naw market, expanding
`their operations, or consolidating a long-term presence.
`Our Institutional Clients Group has one of the region's largest
`platforms for fixed income, currencies, commoditias and
`equities sales, and trading and derivatives ~ offering clients
`liquidity and hedging across our full range of products.
`
`Citi serves more than 90% of FTSE 100 companies, nearly half
`of which consider us to be their lead bank. Citi’s Global
`Subsidiaries Group - dedicated to addressing the local and
`regional needs of Citi’s core multinational clients from around
`the world ~ has helped us build relationships with more than
`Ie
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`8,000 subsidiaries of more than 1,500 parent companies
`INEMEA,
`
`Our well-established and highly regarded Global Transaction
`Services (GTS) business facilitates commercial, financial and
`trade flows globally for our corporate, financial and public
`sector clients. Thraugh its presence in the 55 markets across
`EMEA,it supports 67 payment currancies, provides access to
`3,800 distribution points in Africa alone, and offers a direct
`custody and clearing natwork in 33 markets.
`
`Citi Private Bank is a trusted advisor to the wealthiast, most
`influential individuats and families throughout EMEA with $46
`billion in regional client business volume, Our network of more
`than 200 private bankers and investment professionals across
`13 offices provides clients access to the best opportunities
`available around the world and exceptional service and advice
`uniquely tailored to their needs and aspirations.
`
`Our retail customers choose us for the unrivaled access,
`control, convenience, security and rewards we provide through-
`out the world. In EMEA, we mairitain 298 branches and six
`investment centers. We also are focused on new technology
`investments fhat will enhance sales capacity, improve the
`customer experiance and drive innovation via mobile and
`Internet banking.
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`LondonWith nearly 10,000 employees foday, CIN has maintained a presence inthe United Rinc
` Frorn cub fPacifg floor, af Canary
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`Wharf, cllent service fs at-the heart of our culture, Whather serving co
`, Pudtinat
`supers, local Dust
`sovereign governments, our business refiac ts our lono-stancin gconmindtinent to mesting the needs of custe
`
`2010 Accomplishments
`
`© Citi EMEA raised more than $850 billion in more than 600
`transactions for clients.
`
`* Citi concluded many significant deals in Europe, including
`BP ple’s successful $3.5 billion bond issue, marking its return
`to the international capital markets,
`
`* in our Regional Consumer Banking business, we continued
`ta reposition the franchise and invest in future growth;
`expanded our mobile banking capabilities to Russia, Poland
`and Greece; and moved forward on implementing an
`integrated customerplatform.
`* Citi Holdings completed 16 divestitures in EMEA totaling
`approximately $5billian in assets.
`
`* OTS continued to offer end-to-end solutions in trade with
`innovative supply chain finance programs,leading to
`signature deals with clients that included Vodafone and
`Philips. Citi Supply Chain Finance allows suppliers, including
`small and mediunrsize enterprises, to automatically obtain
`early settlament of their invoices at a financing cost related
`to their client’s credit rating.
`
`© OTS opened new direct custody and clearing branchesin
`Bahrain, the United Arab Emirates and Kuwait and expanded
`our commercial cards offerings into five new markets: Soufh
`Africa, the Linited Arab Emirates, Turkey, Greece and
`Luxembourg.
`
`in Russia, our consumer business surpassed the one million
`customer milestone.
`
`* Citi established China desks in South Africa, the United
`Kingdom and the United Arab Emirates to serve Chinese
`clients expanding their businesses internationally and to
`facilitate increasing investment into China,
`* Citi continued to build its equities platform, hiring sales,
`trading and research staff in Moscow, Tel Aviv, Johannesburg
`and London.
`
`# Citi EMEA received more than 100 awards for client service,
`product excellence, risk management, sustainability and
`business practices. Highlights included being named
`Emerging Markets Bond House of the Year by international
`Financing Review, Best Damastic Cash Management Bank in
`V7 countries across EMEA by Euromoney and Best internet
`Bank in 38 countries across EMEA b