The story
Founded by Sanford I. Weill on Oct 8, 1998, in New York City.1
Citigroup was formed on October 8, 1998, by the merger of Citicorp, the bank holding company for Citibank, and Travelers. At the time, it was the world's largest financial services organization.
Citicorp (1812–1985)
Citibank (formerly City Bank of New York) was chartered by the State of New York on June 16, 1812, with $2 million (~$44.6 million in 2024) of capital. Serving a group of New York merchants, the bank opened for business on September 14 of that year, and Samuel Osgood was elected as the first president of the company. After the Panic of 1837, Moses Taylor acquired control of the company. The company's name was changed to The National City Bank of New York in 1865 after it converted its state charter into a federal charter and joined the new U.S. national banking system. After Taylor died in 1882, Percy Rivington Pyne I became president of the bank. He died nine years later and was replaced by James Stillman. The bank became the largest bank in New York City after the Panic of 1893 and the largest bank in the U.S. by 1895. It became the first contributor to the Federal Reserve Bank of New York in 1913, and the following year it inaugurated the first overseas branch of a U.S. bank in Buenos Aires, although the bank had been active in plantation economies, such as the Cuban sugar industry, since the mid-19th century. The purchase of U.S. overseas bank International Banking Corporation in 1918 helped it become the first American bank to surpass $1 billion in assets. During the United States occupation of Haiti and the bank's income from Haiti's loan debt related to the Haiti indemnity controversy, the bank earned some of its largest gains in the 1920s due to debt payments from Haiti, becoming the largest commercial bank in the world in 1929. As it grew, the bank became an innovator in financial services, becoming the first major U.S. bank to offer compound interest on savings (1921); unsecured personal loans (1928); customer checking accounts (1936) and the negotiable certificate of deposit (1961).
The bank merged with First National Bank of New York in 1955, becoming the First National City Bank of New York in 1955. The "New York" was dropped in 1962 on the 150th anniversary of the company's foundation. The company organically entered the leasing and credit card sectors, and its introduction of U.S. dollar-denominated certificates of deposit in London marked the first new negotiable instrument in the market since 1888. The bank introduced its First National City Charge Service credit card—popularly known as the "Everything card" and later to become MasterCard—in 1967. Also in 1967, First National City Bank was reorganized as a one-bank holding company, First National City Corporation, or "Citicorp" for short. The bank had been nicknamed "Citibank" since the 1860s when it began using this as an eight-letter wire code address.
In 1974, under the leadership of CEO Walter B. Wriston, First National City Corporation changed its formal name to "Citicorp", with First National City Bank being formally renamed Citibank in 1976. Shortly afterwards, the bank launched the Citicard, which pioneered the use of 24-hour ATMs. John S. Reed was elected CEO in 1984, and Citi became a founding member of the CHAPS clearing house in London. Under his leadership, the next 14 years would see Citibank become the largest bank in the United States and the largest issuer of credit cards and charge cards in the world, and expand its global reach to over 90 countries.
Travelers Group (1986–2007)
Travelers Group, at the time of the merger, was a diverse group of financial concerns that had been brought together under CEO Sandy Weill. Its roots came from Commercial Credit, a subsidiary of Control Data Corporation that was taken private by Weill in November 1986 after taking charge of the company earlier that year. Two years later, Weill mastered the buyout of Primerica Financial Services—a conglomerate that had already bought life insurance company A L Williams as well as brokerage firm Smith Barney. The new company took the Primerica name, and employed a "cross-selling" strategy such that each of the entities within the parent company aimed to sell each other's services. Its non-financial businesses were spun off.
In September 1992, Travelers Insurance, which had suffered from poor real estate investments and sustained significant losses in the aftermath of Hurricane Andrew, formed a strategic alliance with Primerica that would lead to its amalgamation into a single company in December 1993. With the acquisition, the group became Travelers Inc. Property & casualty and life & annuities underwriting capabilities were added to the business. Meanwhile, the distinctive Travelers red umbrella logo, which was also acquired in the deal, was applied to all the businesses within the newly named organization. During this period, Travelers acquired Shearson Lehman—a retail brokerage and asset management firm that was headed by Weill until 1985—and merged it with Smith Barney.
Ownership of Salomon Brothers (1997–2003)
In November 1997, Travelers Group (which had been renamed again in April 1995 when they merged with Aetna Property and Casualty, Inc.), acquired Salomon Brothers, a major bond dealer and bulge bracket investment bank, in a $9 billion (~$16.3 billion in 2024) transaction. This deal complemented Travelers/Smith Barney well as Salomon was focused on fixed-income and institutional clients, whereas Smith Barney was strong in equities and retail. Salomon Brothers absorbed Smith Barney into the new securities unit termed Salomon Smith Barney; a year later, the division incorporated Citicorp's former securities operations as well. The Salomon Smith Barney name was abandoned in October 2003 after a series of financial scandals that tarnished the bank's reputation.
Merger of Citicorp and Travelers (1998–2001)
On April 6, 1998, Citicorp and Travelers announced a merger. The deal would enable Travelers and Citicorp to access each other's customer base for the marketing of financial products.
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In the transaction, Travelers Group acquired all Citicorp shares; existing shareholders of each company owned about half of the new firm. While the new company maintained Citicorp's "Citi" brand in its name, it adopted Travelers' distinctive "red umbrella" as the new corporate logo, which was used until 2007.
The chairmen of both parent companies, John S. Reed and Sandy Weill respectively, were announced as co-chairmen and co-CEOs of the new company, Citigroup, Inc., although the vast difference in management styles between the two immediately presented question marks over the wisdom of such a setup.
The remaining provisions of the Glass–Steagall Act—enacted following the Great Depression—forbade banks to merge with insurance underwriters, and meant Citigroup had between two and five years to divest any prohibited assets. Weill stated at the time of the merger that they believed "that over that time the legislation will change... we have had enough discussions to believe this will not be a problem". Indeed, the passing of the Gramm-Leach-Bliley Act in November 1999 vindicated Reed and Weill's views, opening the door to financial services conglomerates offering a mix of commercial banking, investment banking, insurance underwriting, and brokerage.
Joe J. Plumeri worked on the post-merger integration of the two companies and was appointed CEO of Citibank North America by Weill and Reed. He oversaw its network of 450 branches. J. Paul Newsome, an analyst with CIBC Oppenheimer, said: "He's not the spit-and-polish executive many people expected. He's rough on the edges. But Citibank knows the bank as an institution is in trouble—it can't get away anymore with passive selling—and Plumeri has all the passion to throw a glass of cold water on the bank." Plumeri boosted the unit's earnings from $108 million to $415 million in one year, an increase of nearly 300%. He unexpectedly retired from Citibank in January 2000.
In 2000, Citigroup acquired Associates First Capital Corporation for $31.1 billion in stock, which, until 1989, had been owned by Gulf+Western (now part of National Amusements), and later by Ford Motor Credit Company. The Associates was widely criticized for predatory lending practices and Citi eventually settled with the Federal Trade Commission by agreeing to pay $240 million to customers who had been victims of a variety of predatory practices, including "flipping" mortgages, "packing" mortgages with optional credit insurance, and deceptive marketing practices.
In 2001, Citigroup made additional acquisitions: European American Bank, in July, for $1.9 billion, and Banamex in August, for $12.5 billion.
Spin-off of Travelers (2002)
The company spun off its Travelers Property and Casualty insurance underwriting business in 2002. The spin-off was prompted by the insurance unit's drag on Citigroup stock price because Travelers earnings were more seasonal and vulnerable to large disasters and events such as the September 11 attacks. It was also difficult to sell insurance directly to its customers since most customers were accustomed to purchasing insurance through a broker.
Travelers merged with The St. Paul Companies Inc. in 2004 forming The St. Paul Travelers Companies. Citigroup retained the life insurance and annuities underwriting businesses until it sold them to MetLife in 2005.
In spite of divesting Travelers Insurance, Citigroup retained Travelers' signature red umbrella logo as its own until February 2007, when Citigroup agreed to sell the logo back to St. Paul Travelers, which renamed itself Travelers Companies. Citigroup also decided to adopt the corporate brand "Citi" for itself and virtually all its subsidiaries, except Primerica and Banamex.
Subprime mortgage crisis (2007)
Heavy exposure to troubled mortgages in the form of collateralized debt obligation (CDOs), compounded by poor risk management, led Citigroup into trouble as the subprime mortgage crisis worsened in 2007. The company had used elaborate mathematical risk models which looked at mortgages in particular geographical areas, but never included the possibility of a national housing downturn or the prospect that millions of mortgage holders would default on their mortgages. Trading head Thomas Maheras was close friends with senior risk officer David Bushnell, which undermined risk oversight. As Treasury Secretary, Robert Rubin was said to be influential in lifting the Glass–Steagall Act that allowed Travelers and Citicorp to merge in 1998. Then on the board of directors of Citigroup, Rubin and Charles Prince were said to be influential in pushing the company towards MBS and CDOs in the subprime mortgage market.
Starting in June 2006, Senior Vice President Richard M. Bowen III, the chief underwriter of Citigroup's Consumer Lending Group, began warning the board of directors about the extreme risks being taken on by the mortgage operation that could potentially result in massive losses. The group bought and sold $90 billion of residential mortgages annually. Bowen's responsibility was essential to serve as the quality control supervisor ensuring the unit's creditworthiness. When Bowen first became a whistleblower in 2006, 60% of the mortgages were defective. The number of bad mortgages began increasing throughout 2007 and eventually exceeded 80% of the volume. Many of the mortgages were not only defective but were a result of mortgage fraud. Bowen attempted to rouse the board via weekly reports and other communications. On November 3, 2007, Bowen emailed Citigroup chairman Robert Rubin and the bank's chief financial officer, head auditor, and the chief risk management officer to again expose the risk and potential losses, claiming that the group's internal controls had broken down and requesting an outside investigation of his business unit. The subsequent investigation revealed that the Consumer Lending Group had suffered a breakdown of internal controls since 2005. Despite the findings of the investigation, Bowen's charges were ignored, even though withholding such information from shareholders violated the Sarbanes–Oxley Act (SOX), which he had pointed out. Citigroup CEO Charles Prince signed a certification that the bank was in compliance with SOX despite Bowen revealing this wasn't so. Citigroup eventually stripped Bowen of most of his responsibilities and informed him that his physical presence was no longer required at the bank. The Financial Crisis Inquiry Commission asked him to testify about Citigroup's role in the mortgage crisis, and he did so, appearing as one of the first witnesses before the Commission in April 2010.
As the crisis began to unfold, Citigroup announced on April 11, 2007, that it would eliminate 17,000 jobs, or about 5% of its workforce, in a broad restructuring designed to cut costs and bolster its long underperforming stock. Even after securities and brokerage firm Bear Stearns ran into serious trouble in summer 2007, Citigroup decided the possibility of trouble with its CDOs was so tiny (less than 1/100 of 1%) that it excluded them from its risk analysis. With the crisis worsening, Citigroup announced on January 7, 2008, that it was considering cutting another 5 percent to 10 percent of its 327,000 member-workforce.
In October 2007, analyst Meredith Whitney co-wrote a report for a branch of Canadian Imperial Bank of Commerce (CIBC) which downgraded Citigroup stock on the basis the company's dividend payouts were in excess of profits. Whitney and Carla Krawiec said the company was in a dangerous predicament unless they raised some US $30 billion, sold assets, and/or dramatically reduced the dividend. The CIBC report earned major news coverage, and was credited with a triggering a steep drop in Citigroup stock and contributing to the resignation of CEO Charles Prince within a few weeks before the company "slashed the dividend" in January 2008.
Failed takeover of Nikko Asset Management
In 2007, Citigroup acquired 61% of Nikko Asset Management for $7.7 billion to take majority control in what was then the largest foreign buyout ever of a Japanese company. Citigroup attempted to buy out the remaining shares of Nikko later that year at a cost of $4.6 billion to take full control of the company. Two years later, Citigroup sold its stake to Sumitomo Trust and Banking Co, a subsidiary of Sumitomo Mitsui Trust Holdings, for $795 million as it retreated from Japan.
Collapse and US government intervention (2008)
By July 2008 Citigroup was described as struggling, and by November it was insolvent, despite its receipt of $25 billion (~$35.7 billion in 2024) in taxpayer-funded federal Troubled Asset Relief Program funds. On November 17, 2008, Citigroup announced plans for about 52,000 new job cuts, on top of 23,000 cuts already made during 2008 in a huge job cull resulting from four-quarters of consecutive losses and reports that it was unlikely to be in profit again before 2010. The same day on Wall Street markets responded, with shares falling and dropping the company's market capitalization to $6 billion, down from $300 billion two years prior. Eventually staff cuts totaled over 100,000 employees. Its stock market value dropped to $20.5 billion, down from $244 billion two years earlier. Shares of Citigroup common stock traded well below $1.00 on the New York Stock Exchange.
As a result, late in the evening on November 23, 2008, Citigroup and Federal regulators approved a plan to stabilize the company and forestall a further deterioration in the company's value. On November 24, 2008, the U.S. government announced a massive bailout for Citigroup designed to rescue the company from bankruptcy while giving the government a major say in its operations. A joint statement by the US Treasury Department, the Federal Reserve and the Federal Deposit Insurance Corporation (FDIC) announced: "With these transactions, the U.S. government is taking the actions necessary to strengthen the financial system and protect U.S. taxpayers and the U.S. economy."
TARP funding
Citi received the largest amount of TARP funding, "a larger bailout than any other U.S. bank". The bailout called for the government to back about $306 billion in loans and securities and directly invest about $20 billion in the company. The Treasury provided $20 billion in Troubled Asset Relief Program (TARP) funds in addition to $25 billion given in October. The Treasury Department, the Federal Reserve and the FDIC agreed to cover 90% of the losses on Citigroup's $335 billion portfolio after Citigroup absorbed the first $29 billion in losses. The Treasury would assume the first $5 billion in losses; the FDIC would absorb the next $10 billion; then the Federal Reserve would assume the rest of the risk. The assets remained on Citigroup's balance sheet; the technical term for this arrangement is ring fencing.
In return, the bank gave the U.S. Treasury $27 billion of preferred shares and warrants to acquire common stock. The government obtained wide powers over banking operations. Citigroup agreed to try to modify mortgages, using standards set up by the FDIC after the collapse of IndyMac Bank, with the goal of keeping as many homeowners as possible in their houses. Executive salaries would be capped. As a condition of the federal assistance, Citigroup's dividend payment was reduced to $0.01 per share.
In a New York Times op-ed, Michael Lewis and David Einhorn described the November 2008 $306 billion (~$436 billion in 2024) guarantee as "an undisguised gift" without any real crisis motivating it.
According to The Wall Street Journal, the government aid provided to Citi in 2008/2009 was provided to prevent a worldwide chaos and panic by the potential collapse of its Global Transactions Services (now TTS) division. According to the article, former CEO Pandit said if Citigroup was allowed to unravel into bankruptcy, "100 governments around the world would be trying to figure out how to pay their employees".
According to New York Attorney General Andrew Cuomo, Citigroup paid hundreds of millions of dollars in bonuses to more than 1,038 of its employees after it had received its $45 billion (~$64.2 billion in 2024) TARP funds in late 2008. This included 738 employees each receiving $1 million in bonuses, 176 employees each receiving $2 million bonuses, 124 each receiving $3 million in bonuses, and 143 each receiving bonuses of $4 million to more than $10 million. As a result of the criticism and the U.S. Government's majority holding of Citigroup's common stock, compensation and bonuses were restricted from February 2009 until December 2010.
In 2009, Jane Fraser, the CEO of Citi Private Bank, stopped paying its bankers with a commission for selling investment products, in a move to bolster Citi Private Bank's reputation as an independent wealth management adviser, as opposed to a product pusher.
From Wikipedia’s article on Citigroup, shared under CC BY-SA 4.0.8