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