425 1 d425.htm 425 425
A Vision For The Future
Joint Meeting
October 9th, 2007
On
October
9,
2007,
Nikko
Cordial
Group
and
Citi
held
a
joint
town
hall
for
employees
of
both
groups
in
Japan.
The
following
was
presented
to
employees
at
the
joint
town
hall
meeting.
Filed by Citigroup Inc.
Pursuant to Rule 425
Under the Securities Act of 1933
Subject Company: Nikko Cordial Corporation
Commission File No.: 1-9924

Oct 2007
2
Agenda
Strategic Alliance –
Taking the Next Step
Our Vision
Combined Franchise Opportunity
Shared Responsibilities/Management Principles
Strategic Integration Opportunities
Q & A

Oct 2007
3
Strategic Alliance –
Taking the Next Step
Full Ownership of Nikko Cordial Is a Natural Progression
Strengthens the Partnership
Allows us to Accelerate Our Ability To Implement the Alliance
Leverages Nikko’s Strong Franchise, Brand and Management Talent
Capitalizes on Complementary Capabilities and Common Values
Citi Has Filed an Application to List Citigroup Inc. Shares
on the TSE, and Aims to Have the Listing Become Effective
Prior to the Completion of the Share Exchange

Oct 2007
4
Share Exchange
Basic Facts
Valued at ¥1,700 Per Nikko Cordial Share*
Nikko Cordial Minority Shareholders to
Receive Citi
Shares
Transaction Value of Approximately ¥530
billion (or US$4.6 billion)
Will Bring Citi’s
Ownership to 100%
Timeline **
Oct 2 ‘07 –
Basic Agreement
End Oct ’07 –
Share Exchange Agreement
Dec ’07 –
Extraordinary General Meeting
Dec ’07 or Jan ’08 –
Exchange Ratio
Determined
Late Jan ’08 –
Share Exchange Completed
Citigroup
Japan
Holdings
Citigroup Inc.
Nikko Cordial
Corporation
Minority Shareholders
100% Ownership
To Become
100% Subsidiary
Citi Shares
Nikko Shares
US
Japan
Japan
* At the time the exchange ratio is fixed
** Subject to change

Oct 2007
5
Our Vision
Client Focus
Quality & Efficiency
Global Linkages
Our People
Governance, Compliance and Control
Respect for Japanese Culture and Business Practices
To Be The Leading Comprehensive
Banking and Securities Group in Japan

Oct 2007
Client Focus
6

Oct 2007
Quality & Efficiency
7

Oct 2007
Global Linkages
8

Oct 2007
Our People
9

Oct 2007
Governance & Control
10

Oct 2007
Respect for Japanese Culture and Business Practices
11

Oct 2007
12
Combined Franchise Opportunity
Institutional
Retail
Global Products
Global Coverage
Global Products
Client Segment
One Franchise
Client Segment
Cross-Leverage Client Relationships
Securities
Banking
Global
Leading
Blue Chip
Medium
Corporate
Small Corporate
UHNW
Affluent
Mass Affluent
Mass

Oct 2007
13
Comprehensive Banking & Securities Group

Oct 2007
Enhanced Corporate Value
Banking and Brokerage Integration Model
Nikko Brand
Expanding Business Opportunity
Global Strategy
Human Resource Cultivation
Shared Vision
14

Oct 2007
15
Shared Responsibilities/Management Principle
Management Principles
Client Focus
Innovative Spirit
Respect For the Individual
Integrity
Shared Responsibilities
We Have a Responsibility
to
Our Clients
Each Other
Our Franchise

Oct 2007
16
Program
Structure
Steering
Committee
Retail
Institutional
Merchant
Banking
International
Governance,
Legal & Compliance
Finance
Communications
& Branding
Human
Resources
Technology
Infrastructure
Other
Infrastructure
Risk
Management
Internal Audit

Oct 2007
17
Evaluation Of Proposals
High
Medium
Low
Further Risk-
Return Analysis
Needed
(to move it up or
to right)
Risk/Complexity
Strategic Priorities
Quick Wins
Prioritized
Execution
Further Risk-
Return Analysis
Needed
(to move it up or
to right)
No Action for
Now

Oct 2007
18
Strategic Integration Opportunities

Oct 2007
19
Retail Opportunities
Joint Seminar
CSJL
Integration into
NCS
ATM Alliance
Staff Banking
Banking
Intermediary *
Securities
Intermediary *
* Securities Intermediary and Banking Intermediary are subject to regulatory approvals.

Oct 2007
20
Citibank Securities (Japan) Ltd.
NCS
Working Together to Leverage Both Entities’
Strengths in the Retail /
Wealth Management Sectors
Complementary Capabilities
Customer Base / Reach
Global and Local Product Range
Enhanced Business Opportunities For Our Customers
More Products For Citibank Retail Customers
Global Network For Nikko Cordial Securities
Wealth
Management
Securities
Intermediary
Offshore MF
Nikko Cordial Securities
Citibank Securities
(Japan) Limited

Oct 2007
21
Securities Intermediary Business *
Opportunities for Wider Product Offering
NCS’s
Wide Variety of Product Range
Current Product Line-up With CSJL
Uridashi
of Structured Notes
FCY Straight Bonds
Equities
ETFs
JGB for retail and More !
Existing Complementary Capabilities
Citibank-CSJL SIB Business
NCS SIB Financial Institutions Business
Potential for Increased Product Offering
* Securities Intermediary is subject to regulatory approvals.

Oct 2007
22
Joint Seminar
Increased Visibility of the Comprehensive Strategic Alliance
Positive, Unified Approach by CJL and NCS staff
Enhanced Customer Understanding of CJL/NCS business
Tokyo
Oct 25, 2007
500 Attendees
Osaka
Nov 15, 2007
300 Attendees
Nagoya
Dec 5, 2007
200 Attendees
Nikko Cordial Securities/Citibank Japan
Joint Seminar

Oct 2007
23
Institutional Opportunities
Fixed Income
Platform
Equity
Platform
Client
Referral
Coverage
AM products
through NCL

Oct 2007
24
Coverage: Pilot Program
GOAL:
Build A Joint and Coordinated
Coverage Model with
Clear Account Responsibility
3 Organizations
3 Brands
3 Coverage Forces
Pilot Focused on Selected
NCS RMs
and NCL IBD
Divisions
Virtual Joint Organization
1,400 Clients
Account Executive to Lead
Coordination for Each Client
Background
Pilot Program

Oct 2007
25
Client Referral: Pilot Program
CJL
: Limited Client Base
: JNCB is New
NCS
: Clients Need Citi’s
Global & Innovative
Services
Accelerate CJL’s
JNCB on Target
Market Expansion Effort
Improve Banking Wallet
Penetration of NCS Clients
Familiarize NCS RMs
with Citi’s
Products
Select Nikko Clients for
Joint Call/Referral Pilot
Program
Provide Training to NCS
RM on Citi
Products and
Services
Seconded Two NCS RMs
to CJL
Background
Pilot Program
Goals

Oct 2007
26
International Opportunities
Citi-Nikko Japan
Desk
Leverage Nikko
JVs in Asia
Pacific
Luxembourg
Strategy

Oct 2007
27
Re
Re
AM: Asset Management
FA: Fund Administration
FM: Fund Management
MB: Merchant Banking
Singapore
Luxembourg
FA
FA
Indonesia
JV
JV
Taiwan
JV
JV
Hong Kong
JV
JV
Beijing
Shanghai
Re
Re
Re
Re
India
Re
Re
NY
Re
Re
Australia
MB
MB
AB
AB
AB
AB
AM
AM
AM
AM
Shenzhen
VC
VC
VC
VC
Korea
JV
JV
JV
JV
JV
JV
SFO
Re
Re
FM
FM
FM
FM
Re: Representative office
JV: Joint Venture / Business Alliance
VC: VC / PE fund Investment
AB: Advisory Business
NCS
NAM
NPI
Re
Re
NKSOL
Antfactory
JV
JV
Citi-Nikko Japan Desk
Nikko Cordial’s Strong Corporate
Relationships in Japan
+
Citi’s
Global Product Platform &
Network
Enhanced Products & Services to
Japanese Corporate Clients Doing
Business Overseas.

Oct 2007
28
Other Opportunities
Corporate
Treasury
Review
Procurement
Economies of
Scale
Real Estate
Synergies
Data Center
Consolidation
Compliance
Project
Corporate
Social
Responsibility

Oct 2007
29
Strategic Integration Opportunities: Timeline
4Q 2007
1Q 2008
2Q 2008
3Q 2008
4Q 2008
1Q 2009
2Q 2009
3Q 2009
Analysis
Planning/Pilots
Execution

Oct 2007
30
Our Vision
To Be The Leading Comprehensive
Banking and Securities Group in Japan

Oct 2007
31
Q&A

Oct 2007
32
Key Questions
Nikko Brand ?
What does delisting mean for Nikko?
Japan-
Based
Decision Making ?

Oct 2007
Important Notice
This document is for informational purposes only and does not constitute an offer of any
Citigroup or other securities or a solicitation of a proxy in relation to the share exchange.  In
connection
with
the
share
exchange,
Citigroup
will
file
with
the
U.S.
Securities
and Exchange
Commission a registration statement on Form S-4.  Shareholders of Nikko Cordial are urged
to read the prospectus included within the registration statement when it becomes available,
because it will contain important information.  Shareholders will be able to obtain a free copy
of
the
prospectus,
as
well
as
other
information
about
Citigroup,
without
charge,
at the
Securities and Exchange Commission website (http://www.sec.gov ).  Copies of the
prospectus and the filings with the Securities and Exchange Commission that will be
incorporated by reference in the prospectus can also be obtained, without charge, from
Citigroup Document Services at 877 936 2737 inside the United States (outside the United
States
at
718
765
6514),
by
e-mailing
a
request
to
docserve@citigroup.com,or
by
writing to:
Citigroup Document Services, 140 58th Street, Suite 8G, Brooklyn, NY 11220.
Certain
statements
in
this
document
are
"forward-looking
statements"
within
the
meaning of
the Private Securities Litigation Reform Act. These statements are based on management's
current expectations and are subject to uncertainty and changes in circumstances. Actual
results may differ materially from those included in these statements due to a variety of
factors. More information about these factors is contained in Citigroup's filings with the
Securities and Exchange Commission.