Amended: Fitch Places Washington Mutual Finance Corp on Rating Watch Positive Following Acquisition by Citigroup.

Business Editors

CHICAGO--(BUSINESS WIRE)--Nov. 25, 2003

(This is a revised version of an earlier press release)

Fitch Ratings has placed the short and long-term ratings of Washington Mutual Finance Corp on Rating Watch Positive following the announced acquisition by Citigroup Inc. The entity is expected to be combined with the CitiFinancial branch network expanding CitiFinancial assets by $4.0 billion. At September 30, 2003, Washington Mutual Finance Corp had short-term debt in the form of commercial paper of $1 billion and senior unsecured debt of approximately $2.3 billion. This debt will be guaranteed by Citicorp Holdings Inc. and thus debt ratings will be equalized with Citicorp and Citigroup ratings upon consummation of the transaction. The corporate entity ratings will then be withdrawn. Ratings are listed at the conclusion of this press release.

The acquisition is consistent with Citigroup's strategy of expanding its consumer franchise within the US and is expected to be immediately accretive to earnings upon closure in the first quarter of 2004. Ratings for Citigroup Inc. and Citicorp Holdings Inc. are affirmed given 1) geographic and business line diversity, 2) disciplined risk management 3) a commitment to maintaining capital at targeted levels and 4) its strong financial performance.

Operational synergies include some branch consolidation (about 30% of branch closures), funding cost benefits and enhancements to centralized processing systems. Processing enhancements will result from a combination of both WAMU Finance and CitiFinancial practices. Citigroup expects future revenue growth from the acquisition by targeting an attractive group within nonprime markets and stronger pricing. Integration risk is low given the expertise previously demonstrated by Citigroup. Both credit quality and consolidated capital ratios are expected to remain within current ranges.

Ratings Placed on Positive Watch

Washington Mutual Finance Corp.

Corporate Entity

-- Long-Term 'A';

-- Short-Term 'F1';

-- Senior Unsecured Debt 'A';

-- Subordinated Debt Shelf 'A-';

-- Commercial Paper 'F1'.

Ratings Affirmed

Citigroup Inc.

-- Senior debt/long-term issuer 'AA+';

-- Subordinated debt 'AA';

-- Preferred stock 'AA';

-- Short-term debt/short-term issuer 'F1+';

-- Individual 'A';

-- Support '5'.

Citicorp

-- Senior debt/long-term issuer 'AA+';

-- Subordinated debt 'AA';

-- Short-term debt/short-term issuer 'F1+';

-- Individual 'A';

-- Support '5'.