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Rating Action:

Moody's reviews Citi (snr Aa3) for possible downgrade

29 Sep 2008
Moody's reviews Citi (snr Aa3) for possible downgrade

New York, September 29, 2008 -- Moody's Investors Service placed its ratings on Citigroup, Inc. (senior at Aa3) and its subsidiaries including its lead bank, Citibank N.A (B for financial strength and Aa1 for deposits), under review for possible downgrade. The review follows the announcement that Citigroup will acquire the bank and thrift assets of Wachovia Corporation for $2.1 billion in stock, which is substantially below Wachovia's consolidated book equity of $65 6 billion. Citigroup also announced that it will assume the senior and subordinated debt including the junior subordinated debt of Wachovia Corporation.

Additional terms of the agreement and actions taken by Citigroup include:

• Citigroup will "ring fence" $312 billion of Wachovia's assets where Citigroup has a first-loss exposure of $42 billion. Losses beyond that amount will be taken by the FDIC.

• Citigroup will issue $10 billion of common stock and has granted the FDIC $12 billion of preferred stock and warrants. Citigroup will also cut its quarterly common dividend to approximately $850 million from $1.7 billion.

• Citigroup will not acquire Wachovia's retail brokerage operations, Wachovia Securities, or Wachovia's asset management operations, Evergreen.

Moody's said that the terms of the deal hold a number of positive features for Citigroup. The Wachovia purchase will boost Citigroup's U.S. deposit business, giving greater balance to its U.S. retail banking operations. In the past, Citigroup's U.S. retail business was skewed towards loan products. An expanded deposit business will support both earnings diversity and liquidity, said Moody's. Moody's also said the terms of the deal provided credit protection in that the purchase price was very low, and there is protection against extreme losses provided by the FDIC put.

Despite these positives, Moody's placed Citigroup's ratings under review for possible downgrade because the acquisition imposes integration challenges at a time when Citigroup's asset quality is being undermined by weakening consumer and commercial markets.

Moody's said that the review will focus on five broad considerations.

The first is the potential credit costs Citigroup faces in its own portfolios and in those acquired from Wachovia. These portfolios face rising pressure as a result of a weaker economic environment, and Moody's will also revisit the level of stress that should be applied to its expected loss assumptions.

The second consideration is the impact that these losses will have on Citigroup's capital. Moody's will weigh potential increased credit costs against the benefits of the following: (1) Citigroup's purchase of Wachovia's assets and liabilities at substantially below book value, (2) the put arrangement Citigroup has with the FDIC on Wachovia's "ring fenced" assets, (3) Citigroup's capital raise, and (4) Citigroup's reduced dividend.

The third consideration is Citigroup's ability to integrate Wachovia's large banking operations into Citigroup's smaller U.S. direct banking operations. The integration challenges are enhanced because Citigroup is in the midst of restructuring its businesses while managing a number of problematic portfolios. During the review Moody's will also monitor the closing of the transaction and will assess the ultimate legal structure of the enlarged company including the position of the Wachovia creditors in this structure and Citigroup's plans to assume all outstanding debt obligations of Wachovia.

The fourth consideration is the potential franchise enhancement that the Wachovia acquisition presents to Citigroup, as discussed above. Citigroup's U.S. operations have lacked a sizable domestic retail operation, and Wachovia can fill this void, said Moody's.

Finally, Moody's will also consider the evolving nature of the actions taken by regulators in the United States and the ratings implications of these actions on the firm's various classes of creditors.

Ratings under review are:

On Review for Possible Downgrade:

..Issuer: Associates Corporation of North America

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa3

....Subordinate Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently A1

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Associates First Capital Corporation

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: CGMH Capital II

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: CGMH Capital III

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: CGMH Capital IV

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: CitiFinancial Credit Company

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa3

....Junior Subordinated Shelf, Placed on Review for Possible Downgrade, currently (P)A1

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Shelf, Placed on Review for Possible Downgrade, currently (P)Aa3

..Issuer: CitiFinancial Europe PLC

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citibank (South Dakota), N.A.

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently B

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa1

....OSO Senior Unsecured OSO Rating, Placed on Review for Possible Downgrade, currently Aa1

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Aa1

..Issuer: Citibank Europe plc

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently B

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citibank International Plc

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently B

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citibank, N.A.

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently B

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa1

....OSO Senior Unsecured OSO Rating, Placed on Review for Possible Downgrade, currently Aa1

....Senior Unsecured Deposit Note/Takedown, Placed on Review for Possible Downgrade, currently Aa1

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently (P)Aa1

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa1

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Aa1

..Issuer: Citibank, N.A. (Auckland Branch)

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa1

..Issuer: Citibank, N.A. (London Branch)

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa1

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa1

..Issuer: Citibank, N.A. (Sydney Branch)

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa1

..Issuer: Citicorp

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)A2

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A2

....Subordinate Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Subordinate Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently A1

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citicorp Capital I

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citicorp Capital II

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital I

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital II

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital III

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital IV

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital IX

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital V

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital VI

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital VII

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital VIII

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital X

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital XI

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital XII

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital XIII

....Preferred Stock Shelf, Placed on Review for Possible Downgrade, currently (P)A1

..Issuer: Citigroup Capital XIV

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XIX

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XV

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XVI

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XVII

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XVIII

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XX

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Capital XXI

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Citigroup Finance Canada Inc

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citigroup Funding, Inc.

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa3

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)A1

....Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citigroup Global Markets Holdings Inc.

....Issuer Rating, Placed on Review for Possible Downgrade, currently Aa3

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)A1

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A2

....Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Shelf, Placed on Review for Possible Downgrade, currently (P)Aa3

..Issuer: Citigroup Global Mkts Deutsch. AG&Co

....Bank Financial Strength Rating, Placed on Review for Possible Downgrade, currently B

....Senior Unsecured Deposit Rating, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Citigroup Inc.

....Multiple Seniority Medium-Term Note Program, Placed on Review for Possible Downgrade, currently A1

....Multiple Seniority Shelf, Placed on Review for Possible Downgrade, currently (P)A2

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A2

....Subordinate Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently A1

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: European-American Bank

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa2

..Issuer: SI Financing Trust I

....Preferred Stock Preferred Stock, Placed on Review for Possible Downgrade, currently A1

..Issuer: Smith Barney Holdings Inc.

....Senior Unsecured Medium-Term Note Program, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Source One Mortgage Services Corporation

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

..Issuer: Washington Mutual Finance Corp.

....Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Downgrade, currently Aa3

Outlook Actions:

..Issuer: Associates Corporation of North America

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Associates First Capital Corporation

....Outlook, Changed To Rating Under Review From Negative

..Issuer: CGMH Capital II

....Outlook, Changed To Rating Under Review From Negative

..Issuer: CGMH Capital III

....Outlook, Changed To Rating Under Review From Negative

..Issuer: CGMH Capital IV

....Outlook, Changed To Rating Under Review From Negative

..Issuer: CitiFinancial Credit Company

....Outlook, Changed To Rating Under Review From Negative

..Issuer: CitiFinancial Europe PLC

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank (South Dakota), N.A.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank Europe plc

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank International Plc

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank, N.A.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank, N.A. (Auckland Branch)

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank, N.A. (London Branch)

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citibank, N.A. (Sydney Branch)

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citicorp

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citicorp Capital I

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citicorp Capital II

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital I

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital II

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital III

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital IV

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital IX

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital V

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital VI

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital VII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital VIII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital X

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XI

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XIII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XIV

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XIX

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XV

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XVI

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XVII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XVIII

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XX

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Capital XXI

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Finance Canada Inc

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Funding, Inc.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Global Markets Holdings Inc.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Global Mkts Deutsch. AG&Co

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Citigroup Inc.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: European-American Bank

....Outlook, Changed To Rating Under Review From Negative

..Issuer: SI Financing Trust I

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Smith Barney Holdings Inc.

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Source One Mortgage Services Corporation

....Outlook, Changed To Rating Under Review From Negative

..Issuer: Washington Mutual Finance Corp.

....Outlook, Changed To Rating Under Review From Negative

Citigroup, Inc. is headquartered in New York City. Its reported assets were $2.1 trillion as of June 30, 2008.

New York
Robert Young
Managing Director
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Sean Jones
Senior Vice President
Financial Institutions Group
Moody's Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

No Related Data.
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Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.

Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY250,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

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