Introduction to Citi’s Capital Markets Platform

Strictly Private and Confidential

November 9, 2012

Citigroup Global Markets Inc.

Table of Contents

1. Capital Markets Overview 1

2. Commercial Paper 6

3. What qualities are we looking for? 12

4. Keys to Success 14

5. Interview Skills 17

6. Overview of Citi 24

1. Capital Markets Overview

Global Banking Overview & Structure

Banking Services Banking Functions

Origination

Building and maintaining relationships with clients

Clients include corporations, financial institutions, private

equity clients, and governments

Execution

Execution of deals on which Citi has been mandated

Advisory

Acquisitions Takeover Defense

Sale of Company

Equity Offerings

Converts, Preferred, Derivatives

Making Loans

Financing

Derivatives Securities & Fund

Services Treasury & Trade

Solutions

Markets & Transaction Services

Our Approach to Global Banking

We provide strategic and financial advisory services including acquisitions,

mergers, divestitures, financial restructurings, loans, foreign exchange, cash

management, underwriting and distributing equity, and debt and

derivative services

Strong global client franchise including unique exposure to emerging markets

– Over 70 banking clients transact with us in more than 50 countries

– Unparalleled global footprint; well established in Asia, LatAm

and CEEMEA

Maintain focus on

– Risk-adjusted profitability and execution discipline

– Global and emerging multinational core clients

– Investing in talent and technology

Institutional Clients Group

Citi Holdings Citicorp

Transaction Services Securities & Banking

Banking

Markets

Private Bank

Treasury and Trade Solutions

Securities & Fund Services

1 Capital Markets Overview

Who are the players?

– Buy-Side, Sell-Side

Who are “Institutional” clients?

– Mutual Funds, Pension Funds, Hedge Funds, State Funds, Insurance Companies

What is the Sales & Trading environment like?

– Dynamic, Ever Changing, Energetic, Meritocracy

Citi provides Sales and Trading services to clients around the world. Our sales force provides

a critical link between the firm's customers and the marketplace. These professionals identify

clients' needs and leverage the Firm’s resources to meet these needs. Our traders facilitate

customers’ activities, provide liquidity and make markets for securities around the globe.

Successful salespeople and traders are prudent decision makers with an aptitude for

numbers—they must possess sound market knowledge, discipline, good judgment and intuitive

ability to recognize market trends and learn from experience.

What is Sales & Trading?

2 Capital Markets Overview

Equity Products

Cash Equities

Derivatives

Convertible Bonds

Prime Brokerage

Fixed Income Products

Credit Products (Short & Long-Term)

Asset- and Mortgage-Backed Securities

Sovereign Debt Products

Corporate Debt Products

Derivatives

Foreign Exchange

Municipal Bonds

Citi’s Products

3 Capital Markets Overview

Who has $?

Banks

Insurance

Pension Funds

Money Managers

Mutual Funds

Individuals

Who needs $?

U.S. Government

Other Governments

U.S. Agencies

Industrials/Utilities

Financial Companies

Internet Start-Ups

$

Facilitate Clients Who Want to Invest or Lend Money to Those Who Need It

What Do the Capital Markets Origination Businesses Do?

4 Capital Markets Overview

Equity Origination

“Sub-groups” organized by the issuer’s

sector/industry

Product Groups

Initial Public Offerings

Follow-on Offerings

Block Trades

Equity-Linked Securities

Institutional Marketing

Execution team focused on marketing offerings

to investors

Client Coverage/ Origination Groups

Financial Institutions Fixed Income Capital Markets

Financial Institutions Solutions Group

Latin Debt Capital Markets

Industrial Fixed Income Capital Markets

Product Groups

Asset Based Finance Group

Asset Finance Group

Citigroup Counterparty Risk Group

Global Fixed Income New Products

Global Loans Capital Markets

Global Securitized Products (Asset Backed Finance/Student Loan Finance)

Global Structured Credit Derivatives

Global Structured Credit Products (Syndicate/Trading)

Global Structured Solutions

Illiquid Trading

Leveraged Finance

Liability Management

Money Markets Origination

Mortgage Finance

NA Derivatives Solutions

Real Estate Finance

Seasoned Home Loan Equity

Equity Capital Markets Fixed Income Capital Markets

Citi’s Capital Market Products

5 Capital Markets Overview

2. Commercial Paper

Overview of Commercial Paper

What is Commercial Paper (“CP”)?

Promissory note with a fixed maturity of 397 days (13

months) or less

Issued by high quality banks, corporations and asset-

backed commercial paper issuers (“conduits”) that

typically are rated no lower than A-2/P-2 (BBB/Baa2)

Average tenor of the CP market is between 30 and 60

days

Deep source of liquidity for issuers with tight bid / ask

spreads and large ticket sizes ($50 million to $500

million)

CP is normally sold at a discount from the face value

specified on the note; the discount represents the

interest component to be paid to investors at maturity

CP is exempt from SEC registration requirements

under the Securities Act of 1933

Characteristics of CP

Standard documentation

Continuous offering process whereby the borrower is

constantly issuing paper to pay off or refund maturing

paper

Unlike bank borrowing facilities, a CP program allows

an issuer to issue CP with a call to its dealer during the

morning of the day it needs the funds

CP settles in same day funds and is paid at maturity in

same day funds

At maturity, CP can be repaid with the issuance of new

CP (“rolled”), paid-off completely or replaced with

permanent financing (e.g., long-term debt)

Wide range of financing applications, including:

working capital financing, receivables funding,

acquisition funding and bridge financing

The U.S. commercial paper (“USCP”) market has approximately $1.0 trillion in outstandings split between three

main sectors: asset-backed, bank/financial and non-financial commercial paper.

6 Commercial Paper

Commercial Paper Considerations

Cost Efficiency ▲ On a comparative basis, CP is one of the most cost efficient, short-term taxable financing vehicles available

Flexibility ▲ CP offers a highly flexible form of financing by allowing issuers to structure the issuance and maturity dates of its

program to meet specific cash flow needs as well as investor preferences. CP can be used as a form of pre-

payable debt and is an alternative to floating rate debt

Structural Simplicity ▲ Documentation for a program is relatively simple and standardized, and the associated implementation costs are

minimal

Administrative Ease ▲ Once a program is up and running, ongoing administration should require relatively minimal time for one or two

people

Financing Versatility ▲ CP is an enormously flexible financing tool with a broad variety of applications for issuers, including:

– Working capital financing

– Receivables financing

– Acquisition funding

– Share repurchases

– Bridge financing

Ratings Driven Quality and ease of execution is directly related to the stability of an issuer’s ratings. Ratings deterioration can

be disruptive to market access

Bank Capacity Issuers are required by rating agencies to maintain a liquidity backstop for any CP notes outstanding.

Committed banklines are traditionally used to back-stop CP programs

Currency USCP market is U.S. dollar denominated only, while ECP is a multi-currency market

CP provides issuers with a cost effective, flexible capital markets funding tool.

7 Commercial Paper

Citi’s Money Market franchise is a global business with trading desks in New York, London and Hong Kong

– The U.S. CP business is comprised of six origination professionals, one marketing professional, six traders and nine

taxable institutional salespeople located in New York, Boston, and San Francisco

– Euro Commercial Paper trading and sales teams are located in London and Hong Kong

Overview of Commercial Paper Organization

Origination Investor Marketing U.S. Short-Term Taxable Sales U.S. Trading

The CP origination team works

closely with Citi’s global

corporate bank and debt capital

markets to provide a

comprehensive range of

funding products and ongoing

strategic advice to issuer

clients

Our global origination team is

managed as a single unit

allowing issuers to benefit from

a coordinated approach and

consistent execution across the

USCP and ECP markets

Trading is responsible for

managing risk, including

allocation of capital (i.e.,

balance sheet) among Citi’s

issuer clients

Issuers are assigned an

experienced trader responsible

for covering daily execution

needs and providing market

color to our clients

Citi’s sales network leverages

institutional investors to

provide issuers access to

diverse pools of short-term

liquidity from the largest and

most well-known money

market investors

Citi’s middle market sales

platform in the U.S. provides

issuers with access to a unique

group of investors that is

complementary to traditional

institutional investors covered

by short-term, tax-exempt and

generalist sales

Investor marketing

complements the various

salesforces by developing

relationships with institutional

and middle market investors –

successful marketing improves

the effectiveness of traditional

sales relationships

Citi’s investor marketing

function is responsible for

hosting issuer and investor

meetings as well as arranging

roadshows for issuers who are

interested in building direct

relationships with money

market investors

8 Commercial Paper

Citi is a dealer for some of the best-known brand names. We leverage our distribution capabilities with investors

bringing short-term funding to our issuers.

Bringing Issuers and Investors Together…

9 Commercial Paper

Insurance

Companies

4% Corporations

4%

Munis

11%

Sec Lenders

4%

Investment

Companies

57%

Banks

20%

Who Buys U.S. Commercial Paper?

USCP Outstandings vs. Money Fund Holdings Sample USCP Investor Breakdown

2a-7 money funds are the largest and most important investors in the USCP space

– Money Funds are regulated mutual funds that are required to invest in low risk securities such as government and

agency securities, repurchase agreements and CP

In January 2010, the SEC voted to adopt new rules intended to strengthen the framework for money funds. The new rules

became effective May 2010 and were phased in during the second half of 2010

Source: iMoneyNet and Federal Reserve Source: Citi

CP is purchased by a broad group of investors including 2a-7 Money Funds, money managers, corporate

treasuries, banks, municipalities and insurance companies among others.

0

500

1,000

1,500

2,000

2,500

3,000

3,500

Dec-01 Sep-03 Jul-05 May-07 Mar-09 Jan-11 Nov-12

Billio

ns (

$)

USCP Outstandings Money Fund Assets

10 Commercial Paper

-350

-250

-150

-50

50

150

250

350

450

550

650

Jan-01 Jan-02 Jan-03 Jan-04 Jan-05 Jan-06 Jan-07 Jan-08 Jan-09 Jan-10 Jan-11 Jan-12

Spre

ad (

bps)

AA NF A2/P2 NF AA Fin AA ABCP

1-Month Commercial Paper Spreads (All-in)

Commercial paper spreads have

been largely range bound since 2010

despite volatility among certain

European regions/credits

Sep 2008: Unprecedented spreads in

the U.S. commercial paper market when

Lehman Brothers filed for bankruptcy,

U.S. government seized AIG and the

Reserve Fund broke the buck

Oct 2007: Cheyne &

Rhinebridge default on

maturing CP bringing

volatility to the U.S.

commercial paper market

2001: The California energy

crisis, September 11, 2001 and

the Enron default

Date AA NF A-2/P-2 NF AA Fin AA ABCP

2001 -4.22 41.19 -2.34 3.74

2002 -4.47 29.33 -3.62 1.92

2003 -4.80 13.83 -3.49 0.10

2004 -6.55 8.18 -4.41 -0.64

2005 -8.03 11.51 -4.72 -0.54

2006 -5.65 10.60 -2.24 1.90

Source: Federal Reserve, as of 10/31/12

Date AA NF A-2/P-2 NF AA Fin AA ABCP

2007 -15.52 21.04 -10.54 17.69

2008 -64.39 119.34 -23.13 21.07

2009 -10.38 48.11 -2.09 14.03

2010 -3.86 13.44 -2.04 7.81

2011 -5.91 19.04 -5.58 8.75

YTD 2012 -6.36 26.10 -7.24 8.33

Yearly Average Spreads

Favorable market conditions from 2004 until

mid-2007 fostered a high volume of activity

and brought about peak outstandings in the

commercial paper market

Historical USCP Pricing

11 Commercial Paper

3. What qualities are we looking for?

ICG Competencies & Requirements

Intellectual Intellectually curious

– Analytical Strong modeling, accuracy

– Technical Strong technical skills

– Quantitative

– Problem Solving Resourceful, navigates firm

– Business Knowledge

Interpersonal

– Leadership Positive attitude

– Teamwork Team player

– Professionalism Strong networks, Relationship

building

– Presence/Confidence

– Communication Skills Strong skills, written and oral

Motivation

– Implementation/Execution Strong work ethic, diligent,

reliable, takes initiative, self

starter

12 What qualities are we looking for?

Analyst & Associate Performance Reviews

Themes – Low Performers

– Lack of attention to detail

– Doesn’t understand larger picture

– Needs to be more proactive (i.e. strategic thinking, accountability)

– Improve industry/product knowledge

– Poor time/project management skills, unreliable

– Lacks professional maturity (i.e. political awareness, assertiveness/confidence)

13 What qualities are we looking for?

4. Keys to Success

Develop the “Whole Package”

Be the best athlete – play any position

Move horizonal vs. vertical

Work ethic and attitude are infectious

Know how you are perceived

Listen more

Study what you don’t know

Don’t cut corners

Have confidence

Attack your weakness

Sign-up for the hardest jobs

Learn to speak publicly

Execute

14 Keys to Success

Invest in Integrity

Do mistake-free work

Develop strong relationships

Where does your moral compass point?

Always escalate

Integrity is earned

15 Keys to Success

Build Your Network

Actively invest in your relationships

Be genuine

Help your classmates, friends

Don’t abuse your power

Don’t be a jerk

Sponsorship is essential

Be a good listener

16 Keys to Success

5. Interview Skills

Pre-Interview: the phone calls

Remember every contact is an interview

Use proper phone etiquette; be courteous

Answer your personal phone in a business voice always

Ensure you are in a quiet location for phone screens

Be prepared; stay on your game at all times

Get all necessary details; keep pen and paper by the phone

Let others who share the phone know you may get a call

17 Interview Skills

Interviewing: three C’s that are good for your career

Content

– You must show that you really have the experience and skills listed on your resume

Clarity

– Company wants to understand your goals/values

Character

– You need to show how you exceed the qualifications

– Exude confidence and commitment

“When you’re prepared, you’re more confident. When you have a strategy, you’re

more comfortable.”

18 Interview Skills

Content

Be prepared. Bring 5-10 copies of your resume

Research company and position

Talk to people you may know from the company

Know your resume

Be truthful on your resume

Practice discussing your resume

Be ready to respond to questions that might be

awkward or difficult to answer

Arrive early to all phases of the interview process

Hint: First impressions are lasting… start off

on a positive note.

19 Interview Skills

Clarity

Be prepared for multiple questions on the same topic; particularly in panel interviews

Stop and ask the interviewer to clarify a question

Be consistent with answers

Tell the truth … don’t fake your way through the interview

Be specific regarding “your” role and responsibilities. Don’t embellish!

Answer the question that is asked of you confidently!

Have a goal of information you want conveyed

Hint: PAUSE – THINK – RESPOND

20 Interview Skills

Character

Be positive

Be confident, but not arrogant

Dress appropriately

Present yourself professionally

Promptly respond to all requests for information

Ask for the job!

Show an interest in the company AND the job

Show knowledge of the company and the specific

job for which you are interviewing

Hint: Tough balancing act… show energy not

ego.

21 Interview Skills

Non-verbal Communication

Greet interviewer with a confident handshake

and a smile

Maintain eye contact ... your shoes do not

need any attention!

Watch your body language; watch informal

settings such as dinners or teaming events

Be an active listener ... ask well informed

follow-up questions to an interviewer’s

comments.

Don’t fear silence during the interview. A

pause does not mean you need to talk.

Hint: You are being judged on several non-

verbal factors.

22 Interview Skills

Post-Interview

Reaffirm interest

Ask for the job/opportunity!

Ask - what are the next steps in the process?

Remember you are still on an interview until you leave the company premises/transportation

Follow up quickly on any additional data requests or application information – within 24

hours!

Send a timely thank you to interviewer (e.g. email, handwritten note, formal letter) – within

24 hours!

“Perseverance is the hard work you do after you

get tired of doing the hard work you already did.”

23 Interview Skills

6. Overview of Citi

Why Citi?

Our people share our global outlook, cultivating partnerships and making meaningful

connections where ever they are in the world. It’s that creativity, vision and entrepreneurial

spirit that has shaped our 200-year history, shaped outstanding careers, and will shape the

future of banking.

Citi is a place where the best succeed, where opportunities for advancement are open to all,

where individual talent is valued and where the courage to always do what’s right is the

hallmark of our success.

Learning is a journey that doesn’t stop at graduation. At Citi, education is on-going ensuring

we’re always challenging, stretching and developing ourselves both professionally and

personally.

Citi’s Globality & Brand

Citi’s Culture & People

Citi’s Development Opportunities

24 Overview of Citi

Candidates must apply via their school Career Center AND Citi’s online campus website https://www.oncampus.citi.com/

– Application deadline: 11:59 PM on Sunday, January 6th

1st round interviews:

– Will be conducted by phone or in our offices

Final round interviews (Super days):

– Take place in NY (388/390)

– Super Days will take place end of January-End of February

Offers are extended by the Recruiting team and GCM School Team members

Offer deadlines are determined by each of the candidates’ school Career Center

Summer Internship Recruiting Process

25 Overview of Citi

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Citi believes that sustainability is good business practice. We work closely with our clients, peer financial institutions, NGOs and other partners to finance solutions to climate change, develop industry standards, reduce our

own environmental footprint, and engage with stakeholders to advance shared learning and solutions. Highlights of Citi’s unique role in promoting sustainability include: (a) releasing in 2007 a Climate Change Position

Statement, the first US financial institution to do so; (b) targeting $50 billion over 10 years to address global climate change: includes significant increases in investment and financing of renewable energy, clean technology,

and other carbon-emission reduction activities; (c) committing to an absolute reduction in GHG emissions of all Citi owned and leased properties around the world by 10% by 2011; (d) purchasing more than 234,000 MWh of

carbon neutral power for our operations over the last three years; (e) establishing in 2008 the Carbon Principles; a framework for banks and their U.S. power clients to evaluate and address carbon risks in the financing of

electric power projects; (f) producing equity research related to climate issues that helps to inform investors on risks and opportunities associated with the issue; and (g) engaging with a broad range of stakeholders on the

issue of climate change to help advance understanding and solutions.

Citi works with its clients in greenhouse gas intensive industries to evaluate emerging risks from climate change and, where appropriate, to mitigate those risks.

efficiency, renewable energy and mitigation

26 Overview of Citi