Fitch Expects to Raise Transamerica Finance's Senior Debt To 'AA-'; Outlook Negative at Closing.

Business Editors

NEW YORK--(BUSINESS WIRE)--Dec. 10, 2003

Fitch Ratings expects to raise Transamerica Finance Corp.'s (TFC) senior debt and subordinated debt ratings to 'AA-' and 'A+' from 'A' and 'A-', respectively when the pending acquisition of most of the company's assets is completed by General Electric Capital Corp. (GECC) TFC's 'F1+' commercial paper is affirmed. All term debt ratings will be removed from Rating Watch Positive and assigned a Negative Outlook. This transaction is expected to be completed by Dec. 31, 2003. TFC had approximately $1 billion of public debt outstanding at Sept. 30, 2003.

The rating actions reflect the expectation that TFC's existing public debt will be party to an unconditional guarantee provided by its ultimate parent, AEGON N.V. (AEGON) following a consent solicitation of existing public debt holders. Fitch maintains a long-term issuer rating of 'AA-' for AEGON USA, Inc., AEGON's U.S. subsidiary. AEGON USA's Rating Outlook is Negative due to the persistent earnings drag from adverse capital market and interest rate conditions. Credit defaults, provisions for variable annuity guarantees and acceleration of deferred acquisition costs were the primary contributors to the 22% decline in net income to $916 million in 2002 (Dutch accounting principles).

GECC will acquire assets consisting primarily $8.3 billion of net finance receivables from TFC. In return, GECC will pay AEGON $5 billion cash and assume $2.4 billion of asset-backed conduits and roughly $1.1 billion of liabilities from TFC. Based on Dutch Accounting Principles, AEGON anticipates realizing an after-tax gain of approximately $250 million.

TFC's public term debt at Dec. 31, 2003 is projected to approximate $750 million. The debt amortization schedule is front-loaded with slightly over 50% of the remaining debt contractually maturing in 2004. Beyond 2004, the cash flow generated from TFC's roughly $2 billion of retained assets, consisting principally of owned marine containers and European trailers available for operating lease, should be sufficient to meet term debt maturities.

On Oct. 1, 2003, TFC sold its property tax payment and reporting and flood hazard certification businesses to a subsidiary of First American Corp., its largest competitor in this sector, for $400 million. All of the proceeds from this transaction were used to pay a dividend to Transamerica Corp. As a result of the sale, TFC's fourth quarter results will include an after-tax gain of approximately $371 million.

Based in Rosemont, IL, TFC is a leading commercial finance company with strong market positions in inventory finance and global container leasing. Based in The Hague, AEGON is one of the largest life insurance companies in the world based on assets at Dec. 31, 2002.