Citigroup Inc.

3. DISCONTINUED OPERATIONSSale of The Student Loan CorporationOn September 17, 2010, the Company announced that The Student LoanCorporation (SLC), an indirect subsidiary that was 80% owned by Citibankand 20% owned by public shareholders, and which was part of the CitiHoldings segment, entered into definitive agreements that resulted inthe divestiture of Citi’s private student loan business and approximately$31 billion of its approximate $40 billion in assets to Discover FinancialServices (Discover) and SLM Corporation (Sallie Mae). The transactionclosed on December 31, 2010. As part of the transaction, Citi provided SallieMae with $1.1 billion of seller-financing.This sale was reported as discontinued operations for the third andfourth quarters of 2010 only. Prior periods were not reclassified due to theimmateriality of the impact in those periods. The total 2010 impact from thesale of SLC resulted in an overall after-tax loss of $427 million.Additionally, as part of the transactions, Citibank, N.A. purchasedapproximately $8.6 billion of assets from SLC prior to the sale of SLC.The following is a summary as of December 31, 2010 of the assets andliabilities for the operations related to the SLC business sold:In millions of dollars 2010AssetsLoans, net of unearned income $29,569Allowance for loan losses (39)Total loans, net 29,530Other assets 1,726Total assets $31,256LiabilitiesLong-term debt $28,797Other liabilities 208Total liabilities $29,005Summarized financial information for discontinued operations, including cash flows, related to the sale of SLC follows:In millions of dollars 2010 (1)Total revenues, net of interest expense $(577) (2)Income (loss) from discontinued operations $ 97Loss on sale (825)Benefit for income taxes (339)Loss from discontinued operations, net of taxes $(389)In millions of dollars 2010 (1)Cash flows from operating activities $ 5,106Cash flows from investing activities 1,532Cash flows from financing activities (6,483)Net cash provided by discontinued operations $ 155(1) Amounts reflect activity from July 1, 2010 through December 31, 2010 only.(2) Total revenues include gain or loss on sale, if applicable.179