WEBVTT

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Welcome back to The Deep Dive, the only place

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where we take stacks of complicated financial

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history, market turmoil and trillion dollar institutions

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and cut right to the most fascinating essential

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knowledge you need to be well informed. Today,

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we are attempting to map the entire lifecycle

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of a true financial behemoth, Citigroup or Citi

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as most people know it. And this isn't just another

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bank. No. Not at all. It's a force multiplier

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in global finance. It's one of the big four U

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.S. banks. It's a core bulge bracket investment

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bank. And maybe most importantly, it's designated

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by global regulators as systemically important.

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Which is I mean, that's just the textbook definition

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of too big to fail. Exactly. And when you look

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at the sources, the scale is just. It's dizzying.

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As of 2024, we're talking about an institution

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with, what, $2 .353 trillion in assets? Trillion,

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yeah. And a global workforce of around 229 ,000

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employees. So like you said, this isn't just

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a bank. It's this massive, interconnected, cross

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-border financial machine. And when it shakes,

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the whole world pays attention. Our mission today

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is to really unpack this huge 200 plus year history.

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We're going to try to trace its earliest origins

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as a, you know, a disruptive global innovator.

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Then get into that dramatic, defining 1998 mega

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merger that basically defied regulators. Right.

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And then, of course, its central catastrophic

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role in the 2008 financial crisis, a crisis that

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required, I mean, historic government intervention

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and a $306 billion guarantee. And we have to

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finish with what's happening right now, this

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continuous, massive strategic restructuring under

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its current leadership, including a dramatic

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overhaul of its technology. All while, you know,

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tracking this constant expensive thread of regulatory

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scrutiny that seems to just perpetually haunt

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its operations. It's a story of pioneering vision

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that meets, well, spectacular failure, followed

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by a long, painful decade of trying to shrink

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back down to a manageable size. OK, so let's

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start unpacking this journey. The modern company,

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as we know it today, was essentially born in

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1998, right? That's the moment. It was the merger

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of two giants, Citicorp. which was the bank holding

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company for the retail giant Citibank, and then

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Travelers Group, the insurance and brokerage

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conglomerate. Though the Travelers Insurance

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part, that didn't stick around for long. No,

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it was spun off just a few years later in 2002.

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But that merger moment, that's what truly defined

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the modern firm structure. Frankly, it's appetite

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for risk. And for you, the listener, to sort

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of grasp how Citi operates today, it's worth

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noting it's two primary arms. You've got the

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Institutional Clients Group, or ICG. That's the

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high -level corporate and investment banking

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arm, the classic Wall Street component that deals

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with massive treasury services and securities

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for big corporations and even governments. And

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then on the other side, the consumer side, you

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have Personal Banking and Wealth Management,

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or PBWM. And this division includes the Citibank

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that everyone sees on the street corner. Right.

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The ubiquitous retail bank. Yeah. But it's also,

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and this might surprise you, the third largest

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issuer of credit cards in the United States.

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So whether you're a global Fortune 500 company

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or just paying off your monthly credit card bill,

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you're interacting with Citigroup. Let's start

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at the very, very beginning, tracing the roots

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of what became Citicorp. This story kicks off

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in the early days of American finance. It does.

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The initial charter was for the City Bank of

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New York, granted on June 16, 1812. Right here

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in New York. 1812. That's incredible. It launched

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with $2 million in capital, which was a huge

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sum back then. It was specifically created to

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serve a group of powerful New York merchants

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and traders who were navigating that very new

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American market. The early history seems to be

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a masterclass in adaptation, survival, and really

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seizing leadership during all that market chaos.

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Absolutely. If you look at the early leadership

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figures, they were a huge part of driving that

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expansion. So who were the key players in those

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first few decades? Well, after the infamous economic

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downturn, the panic of 1837, for instance, control

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of the company was acquired by a man named Moses

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Taylor. Moses Taylor. Yeah, he was this really

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astute New York merchant dealt mostly in shitter

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and coffee. And he guided the bank through all

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the volatility of the mid -19th century. But

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crucially, he had the foresight to invest heavily

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in U .S. government bonds during the Civil War.

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Which would have stabilized the bank, right,

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while others were failing. Exactly. It allowed

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it to emerge stronger when other institutions

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went under. So that kind of shrewd, opportunistic

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leadership really set the stage. Then, as we

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move toward the turn of the century, the bank

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starts to hit a sort of critical mass. It really

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does. Under the leadership of James Stillman,

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who took over after 1891, the bank cemented its

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domestic dominance. Stillman was famous for his

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connections to major industrial figures like

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the Rockefellers. And by combining this aggressive

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lending with very robust capitalization, the

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bank officially became the largest bank in the

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entire U .S. by 1895. Wow. So it wasn't just

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a merchant bank anymore. It was a national financial

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pillar. Absolutely. But as you pointed out, that

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domestic size just wasn't enough for their ambition.

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The bank quickly became a pioneer in global reach.

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In 1914, it inaugurated the first overseas branch

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of a U .S. bank. In Buenos Aires, Argentina.

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Right. But what's often missed is that their

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international activity actually started even

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before that formal branch. The sources note that

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the bank had been sort of quietly active in supporting

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plantation economies like the massive Cuban sugar

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industry since the mid 19th century. So they

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had this early hands on global vision. They were

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embedding themselves in international trade flows.

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That is absolutely key to understanding why they

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were so uniquely positioned to become a modern

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day multinational financial giant. They didn't

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just. follow trade, they enabled it. And it's

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clear this massive global footprint was paired

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with this relentless internal drive for innovation,

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an image the bank really cultivated, right, as

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this modern forward -thinking force. They were

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true innovators, especially on the consumer side,

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really making banking accessible to the average

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American. Like offering compound interest. They

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were the first major U .S. bank to offer compound

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interest on savings way back in 1921. Compound

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interest, which means you earn interest on your

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interest, sounds simple now. But it was a powerful

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incentive for mass saving at the time. A huge

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incentive. And they pushed the boundaries on

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lending, too. The unsecured personal loans. Just

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seven years later, in 1928. They pioneered unsecured

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personal loans. This was a radical move. Before

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this, banks rarely lent money without some form

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of collateral. So this action fundamentally shifted

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the relationship between banks and individual

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consumers. It established the model that's the

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basis for most consumer credit today. Then, post

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-oppression, in 1936, they were among the first

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to widely offer customer checking accounts to

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the general public. So these innovations were

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huge steps toward mass consumer banking. But

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what about the things that fundamentally changed

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how money markets themselves work? That brings

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us to 1961, when they launched the Negotiable

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Certificate of Deposit, or CD. A negotiable CD.

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The sources note this was the first new negotiable

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instrument introduced into the market since 1888.

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That's a staggering 73 -year gap bridged by their

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innovation. For the listener who might not be

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familiar with the term, why was the negotiable

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CD such a seismic shift? Because before this,

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CDs weren't easily sold to another party. Banks

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relied mostly on these... volatile demand deposits.

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The negotiable CD allowed a bank to issue a promise

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to pay a fixed amount on a certain date. And

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that promise could be traded on the open market.

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Exactly. This gave banks a stable, reliable way

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to raise very large amounts of money from corporate

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depositors and institutional investors. It fundamentally

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changed how money markets raised and moved liquidity.

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So it was a crucial tool for an ambitious bank

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that wanted to grow quickly. Absolutely essential.

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And they kept pushing the envelope into the credit

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card space, too. Read the everything card. They

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did. In 1967, they introduced the everything

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card, which, interestingly enough, would later

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evolve into what we all know today as MasterCard.

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So they weren't just participating in the financial

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system. They were defining its products. Very

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much so. And then came the technology that really

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brought banking into the modern age. The ATM.

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Under CEO Walter Wriston in the mid -70s. Correct.

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The company, then formally renamed Citibank,

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launched the Citicard. pioneering the use of

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24 -hour ATMs. Think about that. 24 -hour access

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to your cash. That was a truly revolutionary

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concept. It changed banking from a nine -to -five,

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face -to -face transaction into something instantaneous

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and always on. And this was the backdrop for

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the rise of John S. Reid, who took over as CEO

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in 1984. The next 14 years saw Citibank become

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not only the largest U .S. bank, but also the

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largest issuer of credit cards and charge cards

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globally, expanding its reach to over 90 countries.

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So by the late 1990s, Citicorp was this consumer

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banking leviathan with deep global roots. Absolutely.

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Which brings us to the necessary counterparty

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in that massive 1998 deal, the Travelers Group.

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Right. And this was not an ancient, regulated

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institution like Citicorp. This was a modern

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conglomerate forged by the sheer aggressive will

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of its CEO, Sandy Weil. Weil was the quintessential

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dealmaker of the late 20th century. His empire

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building was, well, it was aggressive and it

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was rapid. It started in 1986. He took commercial

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credit, a consumer finance subsidiary, private.

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And then he just went on a buying spree. He acquired

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Primerica Financial Services, which already owned

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the major brokerage firm, Smith Barney. And his

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core strategy was all about cross -selling. Precisely.

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The goal was to build a financial supermarket.

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He wanted to ensure that all the entities within

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the parent company marketed and sold each other's

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services. So if you bought insurance, you should

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also buy a brokerage account. If you got a loan,

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you should buy life insurance. You got it. Maximize

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the revenue extracted from every single customer

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relationship. The consolidation really sped up

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in 1993 when he acquired the venerable but struggling

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Travelers Insurance. A company that had taken

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huge losses from bad real estate investments

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and the devastating Hurricane Andrew. And with

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that acquisition came the logo. The distinctive

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Travelers red umbrella logo, which he immediately

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slapped across all his businesses. It was this

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powerful visual symbol of his rapidly growing

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empire. And the deal added crucial property,

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casualty, and life insurance underwriting capabilities

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to his machine. Okay, so the final decisive piece

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of the puzzle, the one that made Travelers a

00:10:37.779 --> 00:10:42.320
true Wall Street player, came in 1997. Yes. Travelers

00:10:42.320 --> 00:10:44.919
acquired Salomon Brothers, a major bond dealer

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and investment bank in the bulge bracket category,

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for a massive $9 billion. $9 billion. And that

00:10:52.309 --> 00:10:54.389
acquisition was a stroke of strategic genius.

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It was designed to complement, not just replicate.

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Salomon was focused heavily on institutional

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fixed income products and trading, a real powerhouse

00:11:02.610 --> 00:11:04.970
in the bond markets. While Smith Barney was strong

00:11:04.970 --> 00:11:07.610
in equities and retail brokerage. Exactly. So

00:11:07.610 --> 00:11:10.090
by merging them into Salomon Smith Barney, Weill

00:11:10.090 --> 00:11:12.070
created this unified, full -service securities

00:11:12.070 --> 00:11:14.850
unit ready to compete globally. It completed

00:11:14.850 --> 00:11:17.029
all the necessary components for the massive,

00:11:17.169 --> 00:11:19.389
game -changing merger that would follow just

00:11:19.389 --> 00:11:21.980
a year later. It truly set the stage for one

00:11:21.980 --> 00:11:24.340
of the most consequential mergers in modern financial

00:11:24.340 --> 00:11:27.240
history. Now we arrive at the pivotal moment

00:11:27.240 --> 00:11:29.379
that created the financial firm we're analyzing

00:11:29.379 --> 00:11:33.240
today, the historic merger of Citicorp and Travelers.

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It was announced in April 1998. And it officially

00:11:37.240 --> 00:11:39.779
formed Citigroup Inc., which was at the time

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the world's largest financial services organization

00:11:41.860 --> 00:11:45.860
by a pretty significant margin. The scale was

00:11:45.860 --> 00:11:49.100
just immense. You're combining Citicorp's global

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consumer network and lending capabilities with

00:11:52.220 --> 00:11:55.259
Traveler's huge investment banking, brokerage

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and insurance underwriting capacity. But right

00:11:57.820 --> 00:12:00.320
away, the power structure was questioned. Oh,

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it was immediately fraught with tension. The

00:12:02.460 --> 00:12:04.580
leadership setup was just so fragile. You had

00:12:04.580 --> 00:12:07.399
John S. Reid, the steady hand, the operations

00:12:07.399 --> 00:12:09.460
technocrat from Citicorp. And then Sandy Weil,

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the aggressive. Deal -driven empire builder from

00:12:12.360 --> 00:12:14.139
Travelers. And they were named co -chairman and

00:12:14.139 --> 00:12:16.600
co -CEOs. Given their vastly different management

00:12:16.600 --> 00:12:19.379
styles, Reid focused on tech and systems while

00:12:19.379 --> 00:12:21.899
on deals and cross -selling it. It raised immediate,

00:12:22.019 --> 00:12:24.460
profound questions about the long -term viability

00:12:24.460 --> 00:12:26.940
of that shared leadership. Everyone expected

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a clash of titans. And they got one. As a side

00:12:29.419 --> 00:12:32.419
note, the new company kept the city brand name,

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but they adopted Traveler's highly recognizable

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red umbrella logo, right? They used it until

00:12:38.059 --> 00:12:42.190
2007. They did. But that brand drama... It really

00:12:42.190 --> 00:12:45.149
paled in comparison to the regulatory drama that

00:12:45.149 --> 00:12:47.809
defined the merger. As you mentioned, this merger

00:12:47.809 --> 00:12:51.070
was under the existing law. Well, it was essentially

00:12:51.070 --> 00:12:53.730
illegal. Precisely. This was a direct, massive

00:12:53.730 --> 00:12:55.429
challenge to the remaining provisions of the

00:12:55.429 --> 00:12:57.429
Glass -Steagall Act. Right. For the learner,

00:12:57.669 --> 00:13:00.169
Glass -Steagall was enacted back in the 1930s

00:13:00.169 --> 00:13:02.909
after the Great Depression, specifically to separate

00:13:02.909 --> 00:13:05.610
commercial banking, you know, the boring deposit

00:13:05.610 --> 00:13:08.779
-taking, loan -making business. From the riskier

00:13:08.779 --> 00:13:11.259
stuff like investment banking and insurance underwriting.

00:13:11.419 --> 00:13:13.679
So merging a commercial bank holding company

00:13:13.679 --> 00:13:16.039
like Citicorp with an insurance underwriter like

00:13:16.039 --> 00:13:18.639
Travelers was just forbidden. Expressly forbidden.

00:13:18.759 --> 00:13:20.620
So this wasn't an accidental violation. This

00:13:20.620 --> 00:13:23.200
was a deliberate, calculated, massive gamble

00:13:23.200 --> 00:13:26.059
by Weil and Reed on legislative change. They

00:13:26.059 --> 00:13:27.940
went ahead with the merger knowing they were

00:13:27.940 --> 00:13:30.299
violating the spirit, if not the letter, of the

00:13:30.299 --> 00:13:33.259
law. It was an incredible act of strategic defiance.

00:13:33.600 --> 00:13:36.879
They were operating on a regulatory clock. knowing

00:13:36.879 --> 00:13:38.700
that if the law wasn't changed, they would have

00:13:38.700 --> 00:13:41.220
between two and five years to divest any prohibited

00:13:41.220 --> 00:13:43.720
assets. So they were essentially betting that

00:13:43.720 --> 00:13:46.139
their size and influence would force Congress's

00:13:46.139 --> 00:13:49.220
hand. Absolutely. Weil publicly stated at the

00:13:49.220 --> 00:13:51.919
time that they had had enough discussions to

00:13:51.919 --> 00:13:54.039
believe this will not be a problem. And in a

00:13:54.039 --> 00:13:56.100
stunning vindication of that aggressive strategy,

00:13:56.460 --> 00:13:59.360
the gamble paid off. It did. In November 1999,

00:13:59.740 --> 00:14:02.259
the Gramm -Leach -Bliley Act was passed, and

00:14:02.259 --> 00:14:04.500
it specifically repealed the relevant sections

00:14:04.500 --> 00:14:07.240
of Glass -Steagall. Opening the door for these

00:14:07.240 --> 00:14:10.000
massive financial services conglomerates. For

00:14:10.000 --> 00:14:12.379
the first time since the 1930s, they could offer

00:14:12.379 --> 00:14:15.019
commercial banking, investment banking, and insurance

00:14:15.019 --> 00:14:18.500
all into one giant roof. Citigroup was positioned

00:14:18.500 --> 00:14:21.120
perfectly, having already done the merger, to

00:14:21.120 --> 00:14:23.700
immediately take advantage of this new deregulated

00:14:23.700 --> 00:14:25.879
environment. The timing was just breathtaking.

00:14:26.480 --> 00:14:28.759
That massive deregulation must have just further

00:14:28.759 --> 00:14:31.679
fueled their appetite for expansion. In the immediate

00:14:31.679 --> 00:14:34.460
post -merger environment, Citi wasted no time.

00:14:34.740 --> 00:14:38.019
No, in 2000, they acquired Associates First Capital

00:14:38.019 --> 00:14:42.480
Corporation for $31 .1 billion in stock. And

00:14:42.480 --> 00:14:45.480
this is where the dark side of that aggressive

00:14:45.480 --> 00:14:48.980
post -Glass -Steagall appetite immediately surfaced.

00:14:49.080 --> 00:14:52.399
It really did. Associates First Capital had already

00:14:52.399 --> 00:14:54.799
been widely criticized for predatory lending

00:14:54.799 --> 00:14:57.480
practices. The sources show that Citi basically

00:14:57.480 --> 00:14:59.580
purchased a massive headache with this acquisition.

00:14:59.820 --> 00:15:02.580
A company whose business model was built on exploiting

00:15:02.580 --> 00:15:06.059
vulnerable consumers. Right. And the legal fallout

00:15:06.059 --> 00:15:08.720
was swift and costly. It immediately stained

00:15:08.720 --> 00:15:10.799
the newly formed conglomerate. So how did that

00:15:10.799 --> 00:15:13.379
play out? Citi eventually settled with the Federal

00:15:13.379 --> 00:15:16.419
Trade Commission, agreeing to pay a record $240

00:15:16.419 --> 00:15:19.759
million in restitution to thousands of customers

00:15:19.759 --> 00:15:21.779
who were victims of these predatory practices.

00:15:22.120 --> 00:15:24.259
And what were those practices? Things like flipping

00:15:24.259 --> 00:15:27.519
mortgages. Exactly. Flipping mortgages, refinancing

00:15:27.519 --> 00:15:29.820
repeatedly over short periods to extract new,

00:15:29.960 --> 00:15:32.899
unnecessary fees, and packing them with optional

00:15:32.899 --> 00:15:35.720
expensive credit insurance that borrowers often

00:15:35.720 --> 00:15:38.090
didn't even know they were buying. So this incident

00:15:38.090 --> 00:15:40.649
early in Citi's life demonstrated an alarming

00:15:40.649 --> 00:15:44.110
tolerance for risk and ethical corner cutting

00:15:44.110 --> 00:15:47.009
in the pursuit of growth. Very much so. Yet they

00:15:47.009 --> 00:15:50.200
continued to expand globally. They acquired the

00:15:50.200 --> 00:15:53.179
European American Bank in 2001 for $1 .9 billion.

00:15:53.820 --> 00:15:57.259
And then Banamex in Mexico in August 2001 for

00:15:57.259 --> 00:16:01.559
a massive $12 .5 billion. That Banamex deal is

00:16:01.559 --> 00:16:04.039
fascinating. Why did they pay such a monumental

00:16:04.039 --> 00:16:07.039
sum for a Mexican bank at that time? That massive

00:16:07.039 --> 00:16:09.899
price tag, the $12 .5 billion, was a direct realization

00:16:09.899 --> 00:16:13.120
of that post -Glass -Steagall financial supermarket

00:16:13.120 --> 00:16:15.480
vision. Because Banamex wasn't just a retail

00:16:15.480 --> 00:16:17.799
bank. No, it was deeply embedded in the Mexican

00:16:17.799 --> 00:16:20.639
economy. It offered consumer banking, investment

00:16:20.639 --> 00:16:23.720
banking, and insurance. It gave Citi an immediate,

00:16:23.899 --> 00:16:26.720
unparalleled foothold in Latin America, a region

00:16:26.720 --> 00:16:28.960
critical for trade and corporate clients. So

00:16:28.960 --> 00:16:31.820
Weill's goal was global scale, and Banamex was

00:16:31.820 --> 00:16:34.179
a ready -made platform for extending that cross

00:16:34.179 --> 00:16:36.480
-selling model into a high -growth market. Exactly.

00:16:36.720 --> 00:16:39.740
But that initial ambitious vision of a frictionless

00:16:39.740 --> 00:16:41.960
financial supermarket It eventually ran into

00:16:41.960 --> 00:16:43.899
some practical operational problems. You beating

00:16:43.899 --> 00:16:46.980
to a major spinoff? Yes. The core traveler's

00:16:46.980 --> 00:16:48.919
insurance underwriting business was spun off

00:16:48.919 --> 00:16:52.240
in 2002, just four years after the merger. And

00:16:52.240 --> 00:16:55.139
this decision was a powerful admission that the

00:16:55.139 --> 00:16:57.720
synergies they had bet on were just not outweighing

00:16:57.720 --> 00:16:59.559
the drawbacks. What were the main reasons for

00:16:59.559 --> 00:17:02.559
that reversal? The sources point to a few clear

00:17:02.559 --> 00:17:04.980
things. First, the insurance unit was just too

00:17:04.980 --> 00:17:07.640
volatile. Insurance earnings are seasonal. They're

00:17:07.640 --> 00:17:10.200
highly vulnerable to large disasters like the

00:17:10.200 --> 00:17:12.960
huge losses after the September 11 attacks, which

00:17:12.960 --> 00:17:14.680
had just happened. So it led to unpredictable

00:17:14.680 --> 00:17:17.180
financial results that acted as a drag on the

00:17:17.180 --> 00:17:20.079
stock price. Right. The complexity didn't match

00:17:20.079 --> 00:17:22.779
the value. And furthermore, Citigroup found it

00:17:22.779 --> 00:17:25.900
extremely difficult to successfully sell insurance

00:17:25.900 --> 00:17:28.200
directly to its customers. People were used to

00:17:28.200 --> 00:17:30.720
buying from brokers, not their bank teller. Exactly.

00:17:31.130 --> 00:17:33.549
The promised cross -selling synergies just didn't

00:17:33.549 --> 00:17:36.130
materialize on the consumer side, which made

00:17:36.130 --> 00:17:38.869
the complexity and volatility of owning a massive

00:17:38.869 --> 00:17:42.309
insurance underwriter, well, pointless. But if

00:17:42.309 --> 00:17:44.809
the synergies weren't there, doesn't that fundamentally

00:17:44.809 --> 00:17:47.710
undermine the entire justification Weil used

00:17:47.710 --> 00:17:50.109
to push for the repeal of Glass -Steagall? That

00:17:50.109 --> 00:17:52.930
is the central critique of the mega -merger era.

00:17:53.210 --> 00:17:56.250
Was the merger just about power and scale rather

00:17:56.250 --> 00:17:59.309
than actual efficiency? It's a great question.

00:18:00.240 --> 00:18:02.559
While the merger absolutely forced regulatory

00:18:02.559 --> 00:18:06.279
change, a clear power play, the subsequent spinoff

00:18:06.279 --> 00:18:08.779
suggested that combining banking, securities

00:18:08.779 --> 00:18:12.079
and insurance under one roof wasn't necessarily

00:18:12.079 --> 00:18:14.779
optimal for long term profitability or stock

00:18:14.779 --> 00:18:17.779
performance. So it was a realization that managing

00:18:17.779 --> 00:18:21.400
a truly frictionless financial supermarket was

00:18:21.400 --> 00:18:24.880
too complex, too volatile and ultimately just

00:18:24.880 --> 00:18:27.359
not worth the structural drag. I think that's

00:18:27.359 --> 00:18:29.890
right. The Travelers Insurance business eventually

00:18:29.890 --> 00:18:32.890
merged with the St. Paul Companies in 2004, forming

00:18:32.890 --> 00:18:35.130
the Travelers Companies we know today. But Citi

00:18:35.130 --> 00:18:37.250
controversially held on to that distinctive red

00:18:37.250 --> 00:18:39.309
umbrella logo for years, didn't they? They did.

00:18:39.450 --> 00:18:41.910
They kept that iconic branding until February

00:18:41.910 --> 00:18:45.230
2007, when they finally sold the logo back to

00:18:45.230 --> 00:18:47.309
the newly named Travelers Companies and officially

00:18:47.309 --> 00:18:49.690
adopted the standardized corporate Citi brand.

00:18:49.930 --> 00:18:52.410
So it took them almost a decade to fully disentangle

00:18:52.410 --> 00:18:54.349
the branding and structure of that original merger.

00:18:54.609 --> 00:18:56.900
A very long time. And here's where the narrative

00:18:56.900 --> 00:18:59.579
takes a dramatic and frankly, a terrifying turn.

00:18:59.859 --> 00:19:03.180
Despite its pioneering past, its massive global

00:19:03.180 --> 00:19:06.420
reach and the successful repeal of Glass -Steagall,

00:19:06.559 --> 00:19:09.220
Citigroup found itself catastrophically exposed

00:19:09.220 --> 00:19:12.460
as the subprime mortgage crisis began to accelerate

00:19:12.460 --> 00:19:16.410
in 2007. And the failure here. It wasn't a sudden

00:19:16.410 --> 00:19:18.970
shock. It was a slow -motion critical breakdown

00:19:18.970 --> 00:19:21.009
in risk management that had been ignored for

00:19:21.009 --> 00:19:23.670
years. The primary source of trouble was their

00:19:23.670 --> 00:19:26.990
heavy, almost reckless exposure to complex structured

00:19:26.990 --> 00:19:30.430
products. Specifically, collateralized debt obligations,

00:19:30.670 --> 00:19:34.289
or CDOs, backed by troubled mortgages. For the

00:19:34.289 --> 00:19:37.259
learner, A CDO is basically a financial instrument

00:19:37.259 --> 00:19:39.680
created by pooling various types of debt, in

00:19:39.680 --> 00:19:42.400
this case, thousands of mortgages, and then selling

00:19:42.400 --> 00:19:44.539
slices of that pool to investors. And the risk

00:19:44.539 --> 00:19:46.819
comes from the quality of the underlying mortgages.

00:19:46.980 --> 00:19:49.059
Which in Citi's case had just evaporated. And

00:19:49.059 --> 00:19:51.619
the failure here was less about bad luck and

00:19:51.619 --> 00:19:53.799
more about an internal culture that just believed

00:19:53.799 --> 00:19:55.980
they were smarter than the market. Absolutely.

00:19:56.000 --> 00:19:58.099
It was pure arrogance modeled into mathematics.

00:19:58.420 --> 00:20:01.079
The company was using these elaborate risk models

00:20:01.079 --> 00:20:04.089
to assess their exposure. But the models had

00:20:04.089 --> 00:20:07.910
a fatal centralized flaw. What was the flaw?

00:20:08.130 --> 00:20:10.349
They were based on regional data and completely

00:20:10.349 --> 00:20:12.869
failed to include the possibility of a national

00:20:12.869 --> 00:20:15.029
housing downturn. So they just didn't think it

00:20:15.029 --> 00:20:17.289
could happen everywhere at once? The models effectively

00:20:17.289 --> 00:20:20.400
dismissed. the probability of a nationwide collapse

00:20:20.400 --> 00:20:23.759
as incredibly remote, less than one hundredth

00:20:23.759 --> 00:20:26.940
of one percent. They genuinely believe diversification

00:20:26.940 --> 00:20:29.559
protected them from systemic risk. That is a

00:20:29.559 --> 00:20:33.319
stunning, willful blindness. And it clearly infected

00:20:33.319 --> 00:20:35.380
the highest levels of leadership. Oh, absolutely.

00:20:35.680 --> 00:20:38.039
Two names frequently cited as being instrumental

00:20:38.039 --> 00:20:39.880
in pushing the company toward this high risk

00:20:39.880 --> 00:20:42.200
strategy involving mortgage backed securities

00:20:42.200 --> 00:20:45.509
and CDOs were board member Robert Rubin. and

00:20:45.509 --> 00:20:48.269
the CEO, Charles Prince. Rubin, a former U .S.

00:20:48.269 --> 00:20:50.170
Treasury secretary, was known for his influence.

00:20:50.569 --> 00:20:53.349
And Prince, the CEO, he became the face of the

00:20:53.349 --> 00:20:55.470
hubris. There's that key moment of corporate

00:20:55.470 --> 00:20:58.410
overconfidence, summarized by Prince's infamous

00:20:58.410 --> 00:21:01.410
quote just before the crisis truly erupted in

00:21:01.410 --> 00:21:04.970
2007. When he was asked why Citi was still involved

00:21:04.970 --> 00:21:07.730
in these risky markets, he said, Citi Group was

00:21:07.730 --> 00:21:10.579
still dancing. The music had stopped for many,

00:21:10.640 --> 00:21:12.460
but they were determined to keep the party going

00:21:12.460 --> 00:21:14.740
because the profit margins were just so high.

00:21:15.259 --> 00:21:17.799
Exactly. But while the executives were still

00:21:17.799 --> 00:21:20.539
dancing, someone inside the building was watching

00:21:20.539 --> 00:21:22.579
the band pack up their equipment and was ringing

00:21:22.579 --> 00:21:25.920
the fire alarm. Richard M. Bowen III, the chief

00:21:25.920 --> 00:21:27.900
underwriter for Citigroup's consumer lending

00:21:27.900 --> 00:21:30.500
group, who became a critical internal whistleblower.

00:21:30.660 --> 00:21:32.980
His actions were truly extraordinary, and they

00:21:32.980 --> 00:21:35.140
demonstrate the power of internal governance,

00:21:35.380 --> 00:21:38.019
or I should say, the failure of it. So starting

00:21:38.019 --> 00:21:41.599
in June 2006, Bowen began sending weekly reports

00:21:41.599 --> 00:21:43.859
and memoranda to the board of directors about

00:21:43.859 --> 00:21:46.819
the extreme, unacceptable risks being taken on

00:21:46.819 --> 00:21:48.799
by the mortgage operation. Which was buying and

00:21:48.799 --> 00:21:51.960
selling $90 billion of residential mortgages

00:21:51.960 --> 00:21:55.059
annually. His job was quality control, and the

00:21:55.059 --> 00:21:58.279
quality was just nonexistent. What specific numbers

00:21:58.279 --> 00:22:00.779
was he seeing that were so alarming? When he

00:22:00.779 --> 00:22:04.559
first raised the alarm in 2006, 60 % of the mortgages

00:22:04.559 --> 00:22:07.480
they were dealing with were defective. 60%. And

00:22:07.480 --> 00:22:09.359
that number just kept rising. It didn't stop.

00:22:09.579 --> 00:22:13.980
It eventually exceeded 80 % by late 2007. And

00:22:13.980 --> 00:22:16.759
crucially, Bowen wasn't just noting paperwork

00:22:16.759 --> 00:22:20.000
errors. He was warning that many of these mortgages

00:22:20.000 --> 00:22:22.519
were not just defective, but the direct result

00:22:22.519 --> 00:22:25.319
of outright mortgage fraud. He didn't just warn

00:22:25.319 --> 00:22:27.900
them about financial risk. He knew the legal

00:22:27.900 --> 00:22:30.660
and regulatory implications of hiding this from

00:22:30.660 --> 00:22:33.220
the market. That's what makes his action so powerful.

00:22:33.599 --> 00:22:37.750
On November 3rd, 2007, he sent an email. a formal

00:22:37.750 --> 00:22:39.829
record to the chairman Robert Rubin, the CFO,

00:22:39.990 --> 00:22:41.910
the head auditor, and the chief risk management

00:22:41.910 --> 00:22:44.730
officer explicitly warning them. Warning them

00:22:44.730 --> 00:22:47.190
about what specifically? That concealing this

00:22:47.190 --> 00:22:49.529
information from shareholders violated the Sarbanes

00:22:49.529 --> 00:22:52.890
-Oxley Act, or SOX. Let's pause quickly to define

00:22:52.890 --> 00:22:54.970
that for the listener. What were the SOX implications

00:22:54.970 --> 00:22:57.349
here? Well, the Sarbanes -Oxley Act, passed after

00:22:57.349 --> 00:23:00.630
Enron and WorldCom, requires CEOs and CFOs to

00:23:00.630 --> 00:23:02.450
personally certify that their financial statements

00:23:02.450 --> 00:23:04.769
and internal controls are accurate and reliable.

00:23:05.240 --> 00:23:08.079
So for CEO Charles Prince to sign these certifications

00:23:08.079 --> 00:23:11.099
while Bowen was sending weekly, documented warnings

00:23:11.099 --> 00:23:14.380
that 60 to 80 percent of the assets were defective.

00:23:14.480 --> 00:23:16.720
It meant the bank was legally exposed to massive

00:23:16.720 --> 00:23:20.119
fraud charges and executive accountability. Bowen

00:23:20.119 --> 00:23:22.759
requested an outside investigation. It was ignored.

00:23:23.000 --> 00:23:25.220
He was subsequently stripped of his responsibilities.

00:23:25.599 --> 00:23:27.720
Wow. Talk about a failure of senior management

00:23:27.720 --> 00:23:31.319
to heed a profound warning. It's textbook. The

00:23:31.319 --> 00:23:33.279
market started reacting even as these internal

00:23:33.279 --> 00:23:36.460
warnings were being dismissed. April 2007, Citi

00:23:36.460 --> 00:23:40.019
announces 17 ,000 job cuts. They continued to

00:23:40.019 --> 00:23:42.140
underestimate their risk, only to announce another

00:23:42.140 --> 00:23:44.779
massive cut of 5 to 10 percent of their workforce

00:23:44.779 --> 00:23:48.660
in early 2008. And the deterioration was stunningly

00:23:48.660 --> 00:23:51.559
fast. It was irreversible. By November 2008,

00:23:52.000 --> 00:23:54.279
Citigroup was technically insolvent, despite

00:23:54.279 --> 00:23:56.960
having already received $25 billion in initial

00:23:56.960 --> 00:23:59.059
government TARP funds. In just two years, the

00:23:59.059 --> 00:24:01.920
company's market cap plummeted from $244 billion

00:24:01.920 --> 00:24:05.700
down to a mere $20 .5 billion. Shares were trading

00:24:05.700 --> 00:24:08.359
well below a dollar on the NYSE, an unthinkable

00:24:08.359 --> 00:24:10.240
collapse for one of America's largest, oldest

00:24:10.240 --> 00:24:13.690
banks. And the final job toll was horrific. The

00:24:13.690 --> 00:24:16.349
sources indicate that staff cuts eventually totaled

00:24:16.349 --> 00:24:19.529
over 100 ,000 employees globally as the banks

00:24:19.529 --> 00:24:21.970
just scrambled to shed capacity and stem the

00:24:21.970 --> 00:24:24.589
bleeding. Which led directly to the massive historic

00:24:24.589 --> 00:24:27.170
government intervention in late November 2008.

00:24:27.630 --> 00:24:30.430
A bailout package that was unprecedented in scale

00:24:30.430 --> 00:24:32.369
and complexity. Right. The government provided

00:24:32.369 --> 00:24:35.869
an additional $20 billion in TARP funds, bringing

00:24:35.869 --> 00:24:40.539
the total cash injection to $45 billion. The

00:24:40.539 --> 00:24:43.599
defining element was the $306 billion guarantee.

00:24:44.720 --> 00:24:47.269
Analysts often call it ring fencing. Let's delve

00:24:47.269 --> 00:24:49.410
into that ring of fencing mechanism. It's what

00:24:49.410 --> 00:24:51.450
truly confirmed the too -big -to -fail status.

00:24:51.769 --> 00:24:54.049
How did that guarantee actually work? The U .S.

00:24:54.049 --> 00:24:56.589
Treasury, the Fed, and the FDIC agreed to cover

00:24:56.589 --> 00:25:00.130
90 % of the losses on a portfolio of $335 billion

00:25:00.130 --> 00:25:03.329
of toxic assets that Citi held. After Citi absorbed

00:25:03.329 --> 00:25:06.309
the first $29 billion in losses themselves. Right.

00:25:06.369 --> 00:25:08.109
This was essentially the government writing a

00:25:08.109 --> 00:25:10.809
catastrophic insurance policy for the bank. The

00:25:10.809 --> 00:25:12.690
assets technically remained on Citi's balance

00:25:12.690 --> 00:25:14.710
sheet, but the risk of catastrophic loss was

00:25:14.710 --> 00:25:16.470
overwhelmingly transferred to the bank. the taxpayer.

00:25:16.710 --> 00:25:18.849
Without that guarantee, the bank would have been

00:25:18.849 --> 00:25:21.569
instantly liquidated. Instantly. So why did the

00:25:21.569 --> 00:25:23.609
government feel the need to step in with such

00:25:23.609 --> 00:25:25.509
overwhelming force for Citigroup specifically,

00:25:26.130 --> 00:25:29.009
even more than for some other struggling institutions?

00:25:29.509 --> 00:25:31.950
The justification provided by the former CEO

00:25:31.950 --> 00:25:35.369
Vikram Pandit, it really highlights Citi's unique

00:25:35.369 --> 00:25:38.500
systemic risk. It extended far beyond the typical

00:25:38.500 --> 00:25:40.880
definition of a domestic commercial bank. He

00:25:40.880 --> 00:25:43.380
argued that a failure of Citi would have triggered

00:25:43.380 --> 00:25:47.279
worldwide chaos and panic, right? He did, because

00:25:47.279 --> 00:25:49.519
of the potential collapse of its global transaction

00:25:49.519 --> 00:25:53.240
services, or TTS, division. That's a strong claim.

00:25:53.539 --> 00:25:56.619
What exactly is TTS and why would its collapse

00:25:56.619 --> 00:26:00.240
cause global chaos? TTS is Citi's backbone for

00:26:00.240 --> 00:26:03.150
moving money globally. It provides critical treasury

00:26:03.150 --> 00:26:05.769
services, foreign exchange and trade solutions

00:26:05.769 --> 00:26:09.190
for massive multinational corporations and critically

00:26:09.190 --> 00:26:11.390
for major governments and central banks around

00:26:11.390 --> 00:26:13.670
the world. So it's not about loans. It's about

00:26:13.670 --> 00:26:16.470
the plumbing of international finance. Precisely.

00:26:16.970 --> 00:26:19.289
Pandit claimed that if Citigroup were allowed

00:26:19.289 --> 00:26:22.650
to unravel into bankruptcy, 100 governments around

00:26:22.650 --> 00:26:24.829
the world would be trying to figure out how to

00:26:24.829 --> 00:26:27.519
pay their employees. That speaks to how deeply

00:26:27.519 --> 00:26:30.819
embedded Citi was and remains in the actual operating

00:26:30.819 --> 00:26:33.359
mechanics of global commerce and state finance.

00:26:33.660 --> 00:26:36.019
They were too central to the global payment system

00:26:36.019 --> 00:26:38.779
to fail. Absolutely. But the government intervention

00:26:38.779 --> 00:26:41.299
came with serious strings attached, reflecting

00:26:41.299 --> 00:26:43.579
all the public and political outrage. It was

00:26:43.579 --> 00:26:46.480
a temporary, partial nationalization. Indeed.

00:26:46.910 --> 00:26:49.269
Executive salaries were capped, bonuses were

00:26:49.269 --> 00:26:51.730
restricted until 2010, and the government initially

00:26:51.730 --> 00:26:54.670
obtained a massive 36 % stake in the common stock,

00:26:54.950 --> 00:26:57.230
giving it wide powers over banking operations

00:26:57.230 --> 00:26:59.789
and a seat at the table. Despite the outrage

00:26:59.789 --> 00:27:02.569
over bonuses, with hundreds of millions paid

00:27:02.569 --> 00:27:04.670
out even after they got the initial TARC funds,

00:27:05.029 --> 00:27:07.250
the ultimate financial conclusion for the taxpayer

00:27:07.250 --> 00:27:10.390
was surprisingly positive. It was a very unusual

00:27:10.390 --> 00:27:13.789
conclusion. By December 2010, Citi had repaid

00:27:13.789 --> 00:27:16.190
the aid in full, and it generated a significant...

00:27:19.500 --> 00:27:22.720
The sources note that this profit was aided by

00:27:22.720 --> 00:27:26.619
a special IRS tax exception. It was. But financially,

00:27:26.779 --> 00:27:29.000
the government recouped its funds and then some.

00:27:29.480 --> 00:27:32.519
Regardless, the reputational damage and the imposition

00:27:32.519 --> 00:27:36.099
of that too -big -to -fail label, that was permanent.

00:27:36.299 --> 00:27:38.880
Yeah. The immediate aftermath of the crisis forced

00:27:38.880 --> 00:27:42.039
Citigroup to undertake this drastic multi -year

00:27:42.039 --> 00:27:44.650
strategic overhaul. It was all designed to shed

00:27:44.650 --> 00:27:47.829
risk, complexity, and the vast array of non -core

00:27:47.829 --> 00:27:50.710
assets it had accumulated during its merger spree.

00:27:50.750 --> 00:27:52.849
And this began with the creation of what was

00:27:52.849 --> 00:27:55.529
essentially an internal bad bank. That was the

00:27:55.529 --> 00:27:59.210
formation of Citi Holdings in January 2009. Citigroup

00:27:59.210 --> 00:28:01.230
was formally split into two distinct operating

00:28:01.230 --> 00:28:03.990
units. Citicorp, which has the core profitable

00:28:03.990 --> 00:28:06.269
businesses. And Citi Holding. Which was the dumping

00:28:06.269 --> 00:28:08.529
ground. It contained all the non -core assets

00:28:08.529 --> 00:28:11.710
intended for disposition and winding down, predominantly

00:28:11.710 --> 00:28:14.190
toxic North American mortgages and other consumer

00:28:14.190 --> 00:28:16.869
loan portfolios. The division initially represented

00:28:16.869 --> 00:28:20.450
about $156 billion of GAAP assets. So the managers

00:28:20.450 --> 00:28:23.430
were tasked not with growth, but with the difficult,

00:28:23.609 --> 00:28:26.230
politically sensitive job of winding down these

00:28:26.230 --> 00:28:29.990
businesses responsibly. Did that slow, painful

00:28:29.990 --> 00:28:33.049
strategy of the bad bank ultimately work? It

00:28:33.049 --> 00:28:36.299
took seven years, but yes. City Holdings finally

00:28:36.299 --> 00:28:39.359
achieved its goal of breaking even in 2015. Meaning

00:28:39.359 --> 00:28:41.440
it was no longer dragging down the firm's core

00:28:41.440 --> 00:28:44.140
profitability. Right. And it was officially eliminated

00:28:44.140 --> 00:28:48.240
in April 2016. That date marked a key structural

00:28:48.240 --> 00:28:50.819
milestone in their de -risking and simplification

00:28:50.819 --> 00:28:53.599
strategy. Beyond the bad assets, they also started

00:28:53.599 --> 00:28:55.920
dismantling parts of the merged giant, including

00:28:55.920 --> 00:28:58.240
the legendary Salomon Smith Barney brokerage

00:28:58.240 --> 00:29:00.339
unit. Shedding Smith Barney was a huge move.

00:29:00.420 --> 00:29:03.779
The unit held, what, $1 .562 trillion in client

00:29:03.779 --> 00:29:06.140
assets across nearly 10 million domestic accounts.

00:29:06.299 --> 00:29:08.779
So what did they do with it? In 2009, Citi merged

00:29:08.779 --> 00:29:11.039
it into a joint venture with Morgan Stanley Wealth

00:29:11.039 --> 00:29:13.900
Management. This was a phased exit. Citi initially

00:29:13.900 --> 00:29:17.519
got $2 .7 billion and kept a 49 % stake. And

00:29:17.519 --> 00:29:19.799
then by 2013, they sold the remaining stake.

00:29:19.980 --> 00:29:23.740
For a massive $13 .5 billion, completing their

00:29:23.740 --> 00:29:25.640
exit from the high net worth retail brokerage

00:29:25.640 --> 00:29:28.440
business. This era was also heavily defined by

00:29:28.440 --> 00:29:30.900
new regulation designed to prevent another crisis,

00:29:31.099 --> 00:29:33.980
specifically the Volcker Rule. Right. The Volcker

00:29:33.980 --> 00:29:37.339
Rule. Passed as part of Dodd -Frank limits bank

00:29:37.339 --> 00:29:40.200
ownership in proprietary trading operations and

00:29:40.200 --> 00:29:43.079
hedge funds, which were deemed excessively risky.

00:29:43.259 --> 00:29:46.079
So to comply, Citi had to spin off its hedge

00:29:46.079 --> 00:29:49.180
fund unit, Citi Capital Advisors. Correct. This

00:29:49.180 --> 00:29:52.240
move created Napier Park Global Capital in 2013,

00:29:52.660 --> 00:29:55.160
effectively shedding another layer of complex

00:29:55.160 --> 00:29:57.359
proprietary risk from the bank's balance sheet.

00:29:57.500 --> 00:29:59.779
So if the first decade of the 21st century was

00:29:59.779 --> 00:30:02.519
about growth and merger, the second and third

00:30:02.519 --> 00:30:04.880
have been about strategic. contraction and retreat,

00:30:05.119 --> 00:30:07.819
particularly from mass consumer banking globally.

00:30:08.140 --> 00:30:11.519
It's a complete, profound strategic pivot away

00:30:11.519 --> 00:30:14.279
from that original wild vision of being a global

00:30:14.279 --> 00:30:17.299
consumer supermarket. The first wave hit in October

00:30:17.299 --> 00:30:20.180
2014 when Citi announced its exit from consumer

00:30:20.180 --> 00:30:22.220
banking in 11 markets, including established

00:30:22.220 --> 00:30:25.400
operations in Japan, Peru and Hungary. Then came

00:30:25.400 --> 00:30:28.240
a second and arguably more shocking wave announced

00:30:28.240 --> 00:30:31.410
in April 2021. and exit from 13 more consumer

00:30:31.410 --> 00:30:33.730
markets, including major high -potential centers

00:30:33.730 --> 00:30:36.380
like Australia, China, India, and Vietnam. That

00:30:36.380 --> 00:30:39.259
signals a complete philosophical shift. Citi

00:30:39.259 --> 00:30:41.660
is now concentrating on institutional clients

00:30:41.660 --> 00:30:44.079
in these regions. Viewing mass consumer banking,

00:30:44.240 --> 00:30:47.200
it's just too complex, too low margin and too

00:30:47.200 --> 00:30:49.559
regulated outside of their core hubs. Those are

00:30:49.559 --> 00:30:51.839
enormous markets to leave. What kind of deals

00:30:51.839 --> 00:30:54.680
did those divestitures generate? They were massive

00:30:54.680 --> 00:30:57.480
transactions, netting billions, but also illustrating

00:30:57.480 --> 00:30:59.880
the depth of the retreat. For example, the consumer

00:30:59.880 --> 00:31:02.259
businesses in four Asian markets, Indonesia,

00:31:02.640 --> 00:31:05.259
Malaysia, Thailand and Vietnam, were sold to

00:31:05.259 --> 00:31:08.819
U .S. will be for about $4 .9 billion in 2022.

00:31:09.640 --> 00:31:11.920
And their Taiwan consumer business was acquired

00:31:11.920 --> 00:31:16.359
by DBS Bank for $706 million in 2023. Right.

00:31:16.460 --> 00:31:18.759
So what's left of the global consumer empire?

00:31:19.140 --> 00:31:21.440
Citi is aiming to operate consumer banking only

00:31:21.440 --> 00:31:23.539
in a highly concentrated set of regions. The

00:31:23.539 --> 00:31:26.319
U .S., Canada, Europe, Hong Kong, Singapore,

00:31:26.579 --> 00:31:29.380
London, and the UAE. They're targeting high net

00:31:29.380 --> 00:31:31.859
worth customers in specific urban centers, not

00:31:31.859 --> 00:31:34.279
mass markets. And crucially, they also announced

00:31:34.279 --> 00:31:36.640
plans to exit their massive Mexican consumer

00:31:36.640 --> 00:31:39.539
banking operation, Banamex, in January. 2022,

00:31:39.799 --> 00:31:42.640
a major piece of the Weill acquisition era coming

00:31:42.640 --> 00:31:45.339
undone. Exactly. And this period of dramatic

00:31:45.339 --> 00:31:47.839
downsizing has coincided with new leadership.

00:31:48.059 --> 00:31:51.400
Jane Frazier became CEO in March 2021, the first

00:31:51.400 --> 00:31:55.319
female CEO of a big four bank. And she is overseeing

00:31:55.319 --> 00:31:57.700
a dramatic modernization and reorientation of

00:31:57.700 --> 00:31:59.980
the firm. She has initiated what is internally

00:31:59.980 --> 00:32:03.640
known as Project Bora Bora, an aggressive top

00:32:03.640 --> 00:32:06.960
to bottom corporate overhaul. The goal is simplification

00:32:06.960 --> 00:32:09.240
and aggressive streamlining. Which includes the

00:32:09.240 --> 00:32:11.960
announcement of 20 ,000 job cuts, or at least

00:32:11.960 --> 00:32:15.519
10 % of the entire workforce, planned for 2024.

00:32:15.920 --> 00:32:17.779
The core message is that the structure is still

00:32:17.779 --> 00:32:20.220
too complex and needs to be radically simplified.

00:32:20.650 --> 00:32:22.609
And the most fascinating part of this modernization

00:32:22.609 --> 00:32:25.170
is the shift in their technology strategy, which

00:32:25.170 --> 00:32:27.930
is a direct response to massive regulatory failures.

00:32:28.150 --> 00:32:30.650
This is a direct linkage between compliance and

00:32:30.650 --> 00:32:33.569
corporate strategy. Citi has faced massive regulatory

00:32:33.569 --> 00:32:36.829
fines, including a staggering $400 million fine

00:32:36.829 --> 00:32:40.130
in 2020 over longstanding failures in risk management

00:32:40.130 --> 00:32:43.529
and technology. And another $136 million fine

00:32:43.529 --> 00:32:45.930
specifically cited for persistent data issues.

00:32:46.250 --> 00:32:48.710
So the new strategy is to cut their reliance

00:32:48.710 --> 00:32:52.190
on external IT. contractors by 20 to 50 percent

00:32:52.190 --> 00:32:55.509
and instead hire 50 ,000 full -time technology

00:32:55.509 --> 00:32:58.849
employees internally. Hiring 50 ,000 internal

00:32:58.849 --> 00:33:01.869
tech employees is a phenomenal commitment. Is

00:33:01.869 --> 00:33:04.589
this primarily a defensive move against regulators

00:33:04.589 --> 00:33:07.349
or a move toward gaining a competitive technological

00:33:07.349 --> 00:33:10.769
advantage? It is fundamentally a defensive, compliance

00:33:10.769 --> 00:33:13.890
-driven move. It's aimed at improving risk management

00:33:13.890 --> 00:33:16.650
and data governance by bringing core technical

00:33:16.650 --> 00:33:19.869
expertise and control in -house. Because regulators

00:33:19.869 --> 00:33:21.930
hammered them for not being able to track their

00:33:21.930 --> 00:33:24.309
own data reliably. Exactly. That led to risk

00:33:24.309 --> 00:33:27.180
failures. By centralizing control... the technology,

00:33:27.460 --> 00:33:29.980
the actual plumbing of the bank. They're trying

00:33:29.980 --> 00:33:32.019
to prove to regulators that they can finally

00:33:32.019 --> 00:33:34.500
monitor, manage, and prevent compliance breaches

00:33:34.500 --> 00:33:36.619
and systemic failures. It transforms technology

00:33:36.619 --> 00:33:39.460
from a cost center into a core component of systemic

00:33:39.460 --> 00:33:42.420
survival. Very much so. We've also seen Citigroup

00:33:42.420 --> 00:33:44.700
taking very public positions on major social

00:33:44.700 --> 00:33:47.240
and political issues, which reflects the pressure

00:33:47.240 --> 00:33:49.920
faced by major corporations today. Two recent

00:33:49.920 --> 00:33:53.140
examples really illustrate this. In 2018, under

00:33:53.140 --> 00:33:56.240
then -CEO Michael Corbat, Citi changed its credit

00:33:56.240 --> 00:33:58.740
card policies to restrict the sale of guns to

00:33:58.740 --> 00:34:01.859
individuals under 21. They also placed restrictions

00:34:01.859 --> 00:34:04.420
on certain firearm -related transactions for

00:34:04.420 --> 00:34:06.519
their business customers. That was a response

00:34:06.519 --> 00:34:08.619
to public pressure for banks to take a stand

00:34:08.619 --> 00:34:10.739
on gun control. And more recently, in December

00:34:10.739 --> 00:34:14.320
2024, Citigroup, along with Bank of America,

00:34:14.559 --> 00:34:17.599
announced they were exiting the Net Zero Banking

00:34:17.599 --> 00:34:20.780
Alliance, or NZBA. A global initiative focused

00:34:20.780 --> 00:34:23.780
on climate neutrality. And this pivot was reportedly

00:34:23.780 --> 00:34:26.280
driven by political pressure in the U .S. against

00:34:26.280 --> 00:34:28.719
banks perceived as limiting fossil fuel investment.

00:34:29.230 --> 00:34:31.289
The narrative of Citigroup is defined as much

00:34:31.289 --> 00:34:33.750
by its strategic moves as it is by the sheer

00:34:33.750 --> 00:34:36.710
overwhelming volume and dollar amount of regulatory

00:34:36.710 --> 00:34:39.670
penalties, lawsuits and fines that date back

00:34:39.670 --> 00:34:41.909
decades. I mean, you have to use these figures

00:34:41.909 --> 00:34:44.650
to illustrate the immense continuous cost of

00:34:44.650 --> 00:34:47.389
repeated compliance failures. The fallout from

00:34:47.389 --> 00:34:49.510
the subprime mortgage crisis alone generated

00:34:49.510 --> 00:34:51.730
billions in penalties, confirming the issues

00:34:51.730 --> 00:34:55.489
ran deep. Starting in 2010, Citi settled several

00:34:55.489 --> 00:34:58.719
charges for $75 million. And they had to admit

00:34:58.719 --> 00:35:01.699
that its exposure to subprime mortgages was over

00:35:01.699 --> 00:35:05.500
$50 billion, not the $13 billion it had previously

00:35:05.500 --> 00:35:07.900
stated to investors. That admission of lying

00:35:07.900 --> 00:35:10.460
to the market was a huge blow to investor trust

00:35:10.460 --> 00:35:13.420
and a warning shot. A big one. There was also

00:35:13.420 --> 00:35:15.559
the issue of deliberately false certification

00:35:15.559 --> 00:35:18.920
of loan quality correctly impacting government

00:35:18.920 --> 00:35:22.460
-insured programs. Right. In February 2012, Citi

00:35:22.460 --> 00:35:26.139
paid $158 .3 million to settle claims that its

00:35:26.139 --> 00:35:28.260
Citi mortgage unit had falsely certified the

00:35:28.260 --> 00:35:30.840
quality of loans so they would qualify for federal

00:35:30.840 --> 00:35:33.380
housing administration insurance. And this action

00:35:33.380 --> 00:35:35.480
was notably brought initially by a Citi mortgage

00:35:35.480 --> 00:35:38.579
employee, Sherry Hunt. So this wasn't just misleading

00:35:38.579 --> 00:35:40.900
investors. This was defrauding a government program

00:35:40.900 --> 00:35:43.510
designed to protect housing stability. And Citi

00:35:43.510 --> 00:35:46.269
was one of the five largest mortgage servicers

00:35:46.269 --> 00:35:48.429
that participated in that multibillion -dollar

00:35:48.429 --> 00:35:51.349
national mortgage settlement in 2012. Yes, to

00:35:51.349 --> 00:35:53.889
provide relief to distressed homeowners. But

00:35:53.889 --> 00:35:55.809
the largest crisis -related fine, the one that

00:35:55.809 --> 00:35:58.230
truly stands out, came in 2014. That was the

00:35:58.230 --> 00:36:00.949
staggering $7 billion settlement with the Department

00:36:00.949 --> 00:36:03.530
of Justice. To resolve claims that Citi had misled

00:36:03.530 --> 00:36:06.449
investors about shoddy mortgage -backed securities

00:36:06.449 --> 00:36:09.530
in the lead -up to the crisis, Attorney General

00:36:09.530 --> 00:36:13.500
Eric Holder called the bank's misconduct He said

00:36:13.500 --> 00:36:15.760
that the bank systematically expanded its market

00:36:15.760 --> 00:36:18.559
share and increased profits by knowingly assuring

00:36:18.559 --> 00:36:20.960
investors that these toxic financial products

00:36:20.960 --> 00:36:23.780
were sound, even as their own internal model

00:36:23.780 --> 00:36:26.420
showed the risk was catastrophic. It just confirmed

00:36:26.420 --> 00:36:29.119
that the firm prioritized profit over truth.

00:36:29.280 --> 00:36:31.559
And beyond the housing crisis, Citigroup was

00:36:31.559 --> 00:36:33.860
deeply entangled in the major corporate accounting

00:36:33.860 --> 00:36:37.179
scandals of the early 2000s, like Enron, WorldCom

00:36:37.179 --> 00:36:39.900
and Global Crossing. Oh, their investment banking

00:36:39.900 --> 00:36:42.050
arm was providing services and... selling stock

00:36:42.050 --> 00:36:44.309
while these companies were collapsing under fraud.

00:36:44.510 --> 00:36:47.210
The involvement resulted in massive payouts that

00:36:47.210 --> 00:36:49.110
spanned years. What were some of the numbers?

00:36:49.369 --> 00:36:52.590
They paid a total of $3 .66 billion to settle

00:36:52.590 --> 00:36:55.570
Enron claims. For WorldCom, they paid $2 .65

00:36:55.570 --> 00:36:58.449
billion pre -tax to settle lawsuits concerning

00:36:58.449 --> 00:37:00.610
their role in selling stocks and bonds for the

00:37:00.610 --> 00:37:04.099
company. And they also paid $75 million to settle

00:37:04.099 --> 00:37:07.159
lawsuits related to global crossing for issuing

00:37:07.159 --> 00:37:10.139
exaggerated research reports and failing to disclose

00:37:10.139 --> 00:37:12.900
conflicts of interest. Right. These fines really

00:37:12.900 --> 00:37:15.519
illustrate the pervasive role of bulge bracket

00:37:15.519 --> 00:37:19.000
banks in enabling large -scale corporate malfeasance.

00:37:19.320 --> 00:37:21.980
And it wasn't just accounting fraud. The investment

00:37:21.980 --> 00:37:25.179
banking and trading side also saw major scandals

00:37:25.179 --> 00:37:27.559
linked to proprietary maneuvers. Yeah, look at

00:37:27.559 --> 00:37:30.139
the 2004 proprietary government bond trading

00:37:30.139 --> 00:37:32.679
scandal. handle. Citigroup was heavily criticized

00:37:32.679 --> 00:37:35.820
for disrupting the European bond market by rapidly

00:37:35.820 --> 00:37:39.000
selling 11 billion euros worth of bonds on the

00:37:39.000 --> 00:37:41.380
MTS trading platform, driving down the price

00:37:41.380 --> 00:37:43.380
and then buying them back cheaper, netting a

00:37:43.380 --> 00:37:46.280
large profit. The mechanism was complex, but

00:37:46.280 --> 00:37:48.519
the intent was to manipulate the market for quick

00:37:48.519 --> 00:37:51.539
gain. It highlights the immense conflict of interest

00:37:51.539 --> 00:37:53.559
that existed when a bank could both trade for

00:37:53.559 --> 00:37:55.900
itself and service clients. And more recently,

00:37:56.000 --> 00:37:58.219
they engaged in a prohibited practice called

00:37:58.219 --> 00:38:01.469
spoofing. In 2017, they were fined $25 million

00:38:01.469 --> 00:38:05.530
by the CFTC for order spoofing in U .S. Treasury

00:38:05.530 --> 00:38:08.349
futures markets. Spoofing is basically placing

00:38:08.349 --> 00:38:10.949
large fake orders for securities that are canceled

00:38:10.949 --> 00:38:13.070
before they execute. It's done to trick other

00:38:13.070 --> 00:38:15.449
traders into thinking supplier demand is about

00:38:15.449 --> 00:38:17.469
to change. Right. It moves the market price,

00:38:17.650 --> 00:38:19.750
allowing the spoofer to execute a real trade

00:38:19.750 --> 00:38:22.449
at a better price. Citi was found to have placed

00:38:22.449 --> 00:38:25.369
and canceled fake orders more than 2 ,500 times.

00:38:26.010 --> 00:38:28.530
This pattern of misconduct extends deeply into

00:38:28.530 --> 00:38:31.570
consumer operations and basic compliance suggesting

00:38:31.570 --> 00:38:34.190
a chronic failure to monitor internal processes

00:38:34.190 --> 00:38:37.150
even in simple transactions. The evidence of

00:38:37.150 --> 00:38:39.469
consumer compliance failures is extensive and

00:38:39.469 --> 00:38:42.460
costly. In 2015, they were fined $70 million

00:38:42.460 --> 00:38:45.679
in order to refund a staggering $700 million

00:38:45.679 --> 00:38:48.539
to customers. For what? For illegal marketing

00:38:48.539 --> 00:38:51.039
and sales of unnecessary add -on credit card

00:38:51.039 --> 00:38:53.019
products like credit monitoring and debt protection.

00:38:53.199 --> 00:38:55.500
This is a direct result of aggressive illegal

00:38:55.500 --> 00:38:58.019
practices aimed at boosting revenue from their

00:38:58.019 --> 00:39:00.099
massive credit card base. Practices that regulators

00:39:00.099 --> 00:39:02.500
deemed manipulative. And the largest warning

00:39:02.500 --> 00:39:05.800
shot came with a 2020 fine from U .S. regulators

00:39:05.800 --> 00:39:09.139
that directly targeted internal controls. That

00:39:09.139 --> 00:39:12.300
$400 million fine, that was the critical moment

00:39:12.300 --> 00:39:14.579
that defined Jane Frazier's subsequent strategy.

00:39:14.980 --> 00:39:18.300
It was explicit. The fine was issued over longstanding

00:39:18.300 --> 00:39:21.239
failures to establish effective risk management

00:39:21.239 --> 00:39:25.059
and update technology, citing unsafe and unsound

00:39:25.059 --> 00:39:28.119
banking practices. Regulators noted Citi had

00:39:28.119 --> 00:39:31.219
failed to correct problems known for years. Suggesting

00:39:31.219 --> 00:39:33.900
a deep systemic cultural issue that prioritized

00:39:33.900 --> 00:39:36.780
legacy systems and cost cutting over robust controls.

00:39:37.000 --> 00:39:39.300
Exactly. And money laundering has also been a

00:39:39.300 --> 00:39:42.019
persistent regulatory problem, especially involving

00:39:42.019 --> 00:39:44.139
their lucrative operations in Mexico and Latin

00:39:44.139 --> 00:39:46.780
America. The problem stretches back to the 90s

00:39:46.780 --> 00:39:48.880
when a general accounting office report criticized

00:39:48.880 --> 00:39:51.679
Citibank's handling of funds for Raul Salinas

00:39:51.679 --> 00:39:54.079
de Gortari, the brother of Mexico's former president.

00:39:54.280 --> 00:39:57.320
Right. It noted that bank facilitated the transfer

00:39:57.320 --> 00:39:59.500
of millions of dollars through complex transactions

00:39:59.500 --> 00:40:02.139
and failed to adhere to its know your customer

00:40:02.139 --> 00:40:05.400
policy. In 2017, they settled allegations that

00:40:05.400 --> 00:40:08.300
their Benamex USA unit was used by drug smugglers

00:40:08.300 --> 00:40:11.239
to move dark money. And most recently. In June

00:40:11.239 --> 00:40:15.039
2024, agents from the DEA publicly cited investigations

00:40:15.039 --> 00:40:18.159
into the Sinaloa cartel, stating that money launderers

00:40:18.159 --> 00:40:20.900
continually found ways to exploit Citibank's

00:40:20.900 --> 00:40:23.679
lax controls. The issue isn't just that it happened

00:40:23.679 --> 00:40:26.840
once. It's the persistent decade after decade

00:40:26.840 --> 00:40:29.039
nature of the failure. And finally, one of the

00:40:29.039 --> 00:40:31.519
most surprising and frankly shocking failures

00:40:31.519 --> 00:40:33.840
involved outright discrimination against consumers

00:40:33.840 --> 00:40:36.420
based on their ethnicity. That happened in 2023.

00:40:37.190 --> 00:40:39.130
The Consumer Financial Protection Bureau ordered

00:40:39.130 --> 00:40:42.929
Citigroup to pay $24 .5 million in fines and

00:40:42.929 --> 00:40:46.369
$1 .4 million in restitution to Armenian Americans.

00:40:46.690 --> 00:40:49.449
The CFPB alleged that Citi employees had used

00:40:49.449 --> 00:40:51.489
the presence of the surnames ending in Sinen

00:40:51.489 --> 00:40:54.550
or Yan, which are common in Armenian surnames,

00:40:54.650 --> 00:40:56.789
as an indicator for enhanced screening processes

00:40:56.789 --> 00:40:59.469
for credit card applications. That level of failure

00:40:59.469 --> 00:41:01.909
in internal control and ethics that they were

00:41:01.909 --> 00:41:04.070
using ethnic indicators to flag people is just

00:41:04.070 --> 00:41:06.329
astonishing for a systemically important bank.

00:41:06.480 --> 00:41:08.320
in the 21st century. It speaks volumes about

00:41:08.320 --> 00:41:10.820
the lack of oversight. The CFPB noted that employees

00:41:10.820 --> 00:41:13.760
deliberately avoided mentioning this discriminatory

00:41:13.760 --> 00:41:16.400
screening method in emails, suggesting management

00:41:16.400 --> 00:41:18.679
knew it was illegal and attempted to conceal

00:41:18.679 --> 00:41:21.679
it. This wasn't a technological glitch. It was

00:41:21.679 --> 00:41:24.670
a profound ethical and control failure. That

00:41:24.670 --> 00:41:27.429
cost the bank millions and severely damaged its

00:41:27.429 --> 00:41:30.030
reputation. Absolutely. And throughout this whole

00:41:30.030 --> 00:41:31.829
history, of course, there's the political context,

00:41:32.090 --> 00:41:35.010
the lobbying power of such a massive firm. Between

00:41:35.010 --> 00:41:38.809
1998 and 2014, Citigroup spent nearly $100 million

00:41:38.809 --> 00:41:42.070
lobbying the federal government. to influence

00:41:42.070 --> 00:41:44.190
the very regulations they were struggling to

00:41:44.190 --> 00:41:46.489
comply with. And their political contributions

00:41:46.489 --> 00:41:49.130
have historically been highly balanced, contributing

00:41:49.130 --> 00:41:52.750
49 percent to Democrats and 51 percent to Republicans.

00:41:52.989 --> 00:41:56.289
This political dexterity ensures access and influence

00:41:56.289 --> 00:41:59.030
across the entire political spectrum, regardless

00:41:59.030 --> 00:42:01.900
of which party is in control. An ability to navigate

00:42:01.900 --> 00:42:04.159
the political landscape that is absolutely essential

00:42:04.159 --> 00:42:06.679
for a company that constantly finds itself staring

00:42:06.679 --> 00:42:09.400
down regulatory investigations. So looking back

00:42:09.400 --> 00:42:12.099
at this 200 -year timeline, the central narrative

00:42:12.099 --> 00:42:15.000
of Citigroup is truly defined by extremes. It

00:42:15.000 --> 00:42:17.519
really is. They started as radical innovators,

00:42:17.559 --> 00:42:19.920
pioneering everything from consumer loans to

00:42:19.920 --> 00:42:23.010
ATMs and the negotiable CD. And this innovation

00:42:23.010 --> 00:42:25.949
fueled massive, unprecedented growth through

00:42:25.949 --> 00:42:29.769
mergers, culminating in that 1998 Citicorp Travelers

00:42:29.769 --> 00:42:33.349
mega deal that successfully challenged and dismantled

00:42:33.349 --> 00:42:35.829
Glass -Steagall. But that success was immediately

00:42:35.829 --> 00:42:39.030
overshadowed by an existential crisis fueled

00:42:39.030 --> 00:42:41.829
by massive, poorly managed exposure to subprime

00:42:41.829 --> 00:42:44.449
mortgages, ignored internal warnings from people

00:42:44.449 --> 00:42:47.170
like Richard Bowen, and a catastrophic breakdown

00:42:47.170 --> 00:42:49.559
in controls. Which required the U .S. government

00:42:49.559 --> 00:42:51.760
to step in with the largest bailout package of

00:42:51.760 --> 00:42:55.079
any U .S. bank, including that infamous $306

00:42:55.079 --> 00:42:58.219
billion ring fencing guarantee, cementing its

00:42:58.219 --> 00:43:01.039
status as the epitome of too big to fail. Right.

00:43:01.369 --> 00:43:03.409
And the result has been a painful decade plus

00:43:03.409 --> 00:43:05.949
of continuous strategic contraction. They shed

00:43:05.949 --> 00:43:07.989
the non -core assets via city holdings. They

00:43:07.989 --> 00:43:10.170
got rid of huge businesses like Smith Barney.

00:43:10.230 --> 00:43:12.469
And they dramatically pulled back from mass consumer

00:43:12.469 --> 00:43:15.190
banking across Asia, Europe and Latin America.

00:43:15.449 --> 00:43:17.769
They are actively trying to become a smaller,

00:43:17.889 --> 00:43:20.530
more focused and crucially a less complex entity.

00:43:20.809 --> 00:43:23.269
The key takeaway for you, the learner, is this.

00:43:24.190 --> 00:43:27.179
Despite shedding. Hundreds of thousands of staff

00:43:27.179 --> 00:43:30.139
and billions in consumer businesses, Citi remains

00:43:30.139 --> 00:43:32.719
one of the world's most powerful financial institutions.

00:43:33.039 --> 00:43:35.539
And the firm today is intensely focused on the

00:43:35.539 --> 00:43:37.760
institutional clients group and global wealth

00:43:37.760 --> 00:43:40.500
management. Actively attempting to shed the systemic

00:43:40.500 --> 00:43:43.280
complexity and retail risk that nearly destroyed

00:43:43.280 --> 00:43:46.159
it in 2008 and has plagued its regulatory record

00:43:46.159 --> 00:43:48.679
ever since. Which brings us to our final provocative

00:43:48.679 --> 00:43:51.179
thought. The source material highlights that

00:43:51.179 --> 00:43:54.460
the persistent, massive regulatory fines, specifically

00:43:54.460 --> 00:43:57.159
for the failure to establish effective risk management

00:43:57.159 --> 00:44:00.039
and data governance, have resulted in Jane Frazier's

00:44:00.039 --> 00:44:03.260
current plan to transition from external IT contractors

00:44:03.260 --> 00:44:06.659
to hiring 50 ,000 full -time technology employees.

00:44:07.179 --> 00:44:10.119
So given the bank's history of catastrophic internal

00:44:10.119 --> 00:44:13.219
control failures, what does this massive internal

00:44:13.219 --> 00:44:15.599
shift say about the future of risk and compliance

00:44:15.599 --> 00:44:18.840
in too -big -to -fail banking? It signals a profound

00:44:18.840 --> 00:44:21.019
shift. This is not just a technology upgrade.

00:44:21.139 --> 00:44:23.179
It's an attempt to centralize and internalize

00:44:23.179 --> 00:44:25.760
control over the very data and systems that failed

00:44:25.760 --> 00:44:28.780
regulators in 2008 and again in 2020. So the

00:44:28.780 --> 00:44:31.699
question is, will making technology governance

00:44:31.699 --> 00:44:35.360
a core internal function finally allow Citi to

00:44:35.360 --> 00:44:38.099
move past the continuous cycle of massive fines

00:44:38.099 --> 00:44:40.659
and regulatory failure that has defined the last

00:44:40.659 --> 00:44:43.340
two decades? And how will this huge commitment

00:44:43.340 --> 00:44:45.920
to internal tech staff impact their core structure

00:44:45.920 --> 00:44:48.050
and performance moving forward? in an industry

00:44:48.050 --> 00:44:50.550
that relies on agility. That transition from

00:44:50.550 --> 00:44:52.710
a financial conglomerate to a financial technology

00:44:52.710 --> 00:44:54.730
governance company is the question that will

00:44:54.730 --> 00:44:56.849
define the next chapter for Citi and for every

00:44:56.849 --> 00:44:58.849
other bank deemed too big to fail.
