Citigroup Inc.

Sale of Nikko CordialOn October 1, 2009 the Company announced the successful completionof the sale of Nikko Cordial Securities to Sumitomo Mitsui BankingCorporation. The transaction had a total cash value to Citi of 776 billionyen (U.S. $8.7 billion at an exchange rate of 89.60 yen to U.S. $1.00 as ofSeptember 30, 2009). The cash value is composed of the purchase price forthe transferred business of 545 billion yen, the purchase price for certainJapanese-listed equity securities held by Nikko Cordial Securities of 30 billionyen, and 201 billion yen of excess cash derived through the repayment ofoutstanding indebtedness to Citi. After considering the impact of foreignexchange hedges of the proceeds of the transaction, the sale resulted in animmaterial gain in 2009. A total of about 7,800 employees were included inthe transaction.The Nikko Cordial operations had total assets and total liabilities ofapproximately $24 billion and $16 billion, respectively, at the time of sale,which were reflected in Citi Holdings prior to the sale.Results for all of the Nikko Cordial businesses sold are reported asDiscontinued operations for all periods presented.Summarized financial information for Discontinued operations,including cash flows, related to the sale of Nikko Cordial is as follows:In millions of dollars 2010 2009 2008Total revenues, net of interest expense (1) $ 92 $ 646 $1,194Income (loss) from discontinuedoperations $ (7) $ (623) $ (694)Gain on sale 94 97 —Benefit for income taxes (122) (78) (286)Income (loss) from discontinuedoperations, net of taxes $ 209 $ (448) $ (408)In millions of dollars 2010 2009 2008Cash flows from operating activities $(134) $(1,830) $ (675)Cash flows from investing activities 185 1,824 768Cash flows from financing activities — — —Net cash provided by (used in)discontinued operations $ 51 $ (6) $ 93(1) Total revenues include gain or loss on sale, if applicable.Sale of Citigroup’s German Retail Banking OperationsOn December 5, 2008, Citigroup sold its German retail banking operationsto Crédit Mutuel for 5.2 billion Euro in cash plus the German retail bank’soperating net earnings accrued in 2008 through the closing. The saleresulted in an after-tax gain of approximately $3.9 billion, including theafter-tax gain on the foreign currency hedge of $383 million recognizedduring the fourth quarter of 2008.The sale does not include the corporate and investment banking businessor the Germany-based European data center.The German retail banking operations had total assets and total liabilitiesas of November 30, 2008 of $15.6 billion and $11.8 billion, respectively.Results for all of the German retail banking businesses sold, as well asthe net gain recognized in 2008 from this sale, are reported as Discontinuedoperations for all periods presented.Summarized financial information for Discontinued operations,including cash flows, related to the sale of the German retail bankingoperations is as follows:In millions of dollars 2010 2009 2008Total revenues, net of interestexpense (1) $ 55 $ 87 $ 6,592Income (loss) from discontinuedoperations $(15) $(22) $ 1,438Gain on sale 15 (41) 3,695Provision (benefit) for income taxes (55) (42) 426Income (loss) from discontinuedoperations, net of taxes (2)(3) $ 55 $(21) $ 4,707In millions of dollars 2010 2009 2008Cash flows from operating activities $ 2 $ 5 $ (4,719)Cash flows from investing activities 9 1 18,547Cash flows from financing activities (3) (6) (14,226)Net cash provided by (used in)discontinued operations $ 8 $ — $ (398)(1) Total revenues include gain or loss on sale, if applicable.(2) During 2010, the Company completed an income tax audit in Germany related to the business soldin 2008. As a result of completing this audit, the Company has released reserves of approximately$68 million after-tax.(3) During 2010, the Company recorded a $19 million after-tax write-down of goodwill related to anaccounting error, which affected the German business sold in 2008.180