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Citigroup Inc.

399 Park Avenue
New York, New York 10043-0001

Telephone: (212) 559-1000
Toll Free: 800-285-3000
Fax: (212) 793-3946


Public Company
Incorporated: 1812 as the City Bank of New York
Employees: 255,000
Total Assets: $1.09 trillion (2002)
Stock Exchanges: New York Pacific Mexican
Ticker Symbol: C
NAIC: 522110 Commercial Banking; 522210 Credit Card Issuing; 522291 Consumer Lending; 522220 Sales Financing; 522320 Financial Transactions Processing, Reserve, and Clearing House Activities; 523110 Investment Banking and Securities Dealing; 523120 Securities Brokerage; 523991 Trust, Fiduciary, and Custody Activities; 524113 Direct Life Insurance Carriers; 525910 Open-End Investment Funds; 523920 Portfolio Management; 551111 Offices of Bank Holding Companies

Company Perspectives:
We are an economic enterprise with ... a relentless focus on growth, aiming to increase earnings by double digits on average; a global orientation, but with deep local roots in every market where we operate; a highly diversified base of earnings that enables us to prosper under difficult market conditions; capital employed in higher-margin businesses, each one of which is capable of profitable growth on a stand-alone basis; financial strength protected by financial discipline, enabling us to take risks commensurate with rewards to capture attractive opportunities; a close watch on our overhead costs, but with a willingness to invest prudently in our infrastructure--we spend money like it's our own; a focus on technological innovation, seamlessly delivering value to our customers across multiple platforms.

Key Dates:
1812: Colonel Samuel Osgood takes over the New York branch of First Bank of the United States and reorganizes it as City Bank of New York.
1865: The bank converts to a national charter, adopting the name National City Bank of New York (NCB).
1897: NCB becomes the first major U.S. bank to open a foreign department.
1918: Foreign operations are enlarged through the purchase of International Banking Corporation.
1919: NCB is the first U.S. bank to reach $1 billion in assets.
1933: Passage of the Glass-Steagall Act forces NCB to divest its securities affiliate and greatly reduce its financial services offerings.
1955: NCB acquires the First National Bank of New York and changes its name to First National City Bank of New York.
1961: The bank invents a new product: the negotiable certificate of deposit (CD).
1962: The name of the bank is shortened to First National City Bank.
1965: The bank enters the credit card business.
1968: A one-bank holding company, First National City Corporation (FNCC), is created and becomes the parent of the bank.
1974: The name of the holding company is changed to Citicorp.
1976: First National City Bank is renamed Citibank, N.A.
1987: Citicorp sets aside a $3 billion reserve fund as a provision against potentially bad Third World loans and also posts a $1.2 billion loss for the year.
1991: Restructuring and other charges result in an $885 million loss for the third quarter, and company shareholders do not receive a quarterly dividend for the first time since 1813.
1998: Citicorp merges with financial services giant Travelers Group Inc. to form Citigroup Inc.
1999: Passage of the Financial Services Modernization Act, which does away with the regulation of Glass-Steagall, blesses the marriage of Citicorp and Travelers after the fact, meaning the firm can engage in both banking and insurance.
2000: Associates First Capital Corporation, a consumer finance company specializing in subprime loans, is acquired and merged into CitiFinancial.
2001: Citigroup acquires Grupo Financiero Banamex, a leading retail bank in Mexico.
2002: Citigroup spins off Travelers Property Casualty; the company becomes embroiled in scandals involving its equity research and investment banking operations as well as loans to Enron Corporation.
2003: The corporation agrees to pay $400 million to settle the equity research charges and $145.5 million to settle the Enron case.

Company History:

The largest financial services company in the world, with assets in excess of $1 trillion, Citigroup Inc. is a product of the 1998 megamerger of banking behemoth Citicorp and non-banking financial services and insurance giant Travelers Group Inc. The company offers a wide range of financial services to both consumers and businesses, boasting around 200 million customer accounts in more than 100 countries. Retail banking operations include Citibank, which conducts business internationally with more than 1,700 branches and nearly 5,200 ATMs; and Grupo Financiero Banamex, S.A. de C.V., one of the largest banks in Mexico with a 1,400-branch network. Through Citi Cards and other subsidiaries, Citigroup is the largest issuer of credit cards in the world. Other major units include Primerica Financial Services, Inc., offering term life insurance and asset management to consumers; CitiFinancial, provider of consumer finance and community-based lending services in North America, Europe, and Japan; The Travelers Life and Annuity Company, specializing in life insurance and individual and group annuity products; Citigroup Global Markets, Inc., a leading investment bank and corporate advisory business; and Smith Barney, a major retail brokerage house and equity research unit.

Company Origins

Citicorp had its origin in the First Bank of the United States, founded in 1791. Colonel Samuel Osgood, the nation's first postmaster general and treasury commissioner, took over the New York branch of the failing First Bank and reorganized it as the City Bank of New York in 1812. Only two days after the bank received its charter, on June 16, 1812, war was declared with Britain. The war notwithstanding, the City Bank was for all intents and purposes a private treasury for a group of merchants. It conducted most of its business as a credit union and as a dealer in cotton, sugar, metals, and coal, and later acted as a shipping agent.

Following the financial panic of 1837, the bank came under the control of Moses Taylor, a merchant and industrialist who essentially turned it into his own personal bank. Nonetheless, under Taylor, City Bank established a comprehensive financial approach to business and adopted a strategy of maintaining a high proportion of liquid assets. Elected president of the bank in 1856, Taylor converted the bank's charter from a state one to a national one on July 17, 1865, at the close of the Civil War. Taking the name National City Bank of New York (NCB), the bank was thereafter permitted to perform certain official duties on behalf of the U.S. Treasury; it distributed the new uniform national currency and served as an agent for government bond sales.

Taylor was the treasurer of the company that laid the first transatlantic cable, which made international trade much more feasible. It was at this early stage that NCB adopted the eight-letter wire code address "Citibank." Taylor died in 1882 and was replaced as president by his son-in-law, Percy R. Pyne. Pyne died nine years later and was replaced by James Stillman.

Stillman believed that big businesses deserved a big bank capable of providing numerous special services as a professional business partner. After the panic of 1893, NCB, with assets of $29.7 million, emerged as the largest bank in New York City, and the following year it became the largest bank in the United States. It accomplished this mainly through conservative banking practices, emphasizing low-risk lending in well-secured projects. The company's reputation for safety spread, attracting business from the largest U.S. corporations. The flood of new business permitted NCB to expand; in 1897 it purchased the Third National Bank of New York, bringing its assets to $113.8 million. That same year it also became the first big U.S. bank to open a foreign department.

Far from retiring or diminishing his influence within NCB, Stillman nonetheless began to prepare Frank A. Vanderlip to take over senior management duties. Stillman and Vanderlip, who was elected president of the bank in 1909, introduced many innovations in banking, including travelers' checks and investment services through a separate but affiliated subsidiary (federal laws prevented banks from engaging in direct investment, but made no provision for subsidiaries).

Expansion in the Early 20th Century

Beginning in the late 1800s, many U.S. businessmen began to invest heavily in agricultural and natural-resource projects in the relatively underdeveloped nations of South and Central America. But government regulations prevented federally chartered banks such as NCB from conducting business out of foreign branches. Vanderlip worked long and hard to change the government's policy and eventually won in 1913, when Congress passed the Federal Reserve Act. NCB established a branch office in Buenos Aires in 1914 and in 1915 gained an entire international banking network from London to Singapore when it purchased a controlling interest in the International Banking Corporation, which it gained complete ownership of in 1918.

In 1919 Frank Vanderlip resigned in frustration over his inability to secure a controlling interest in the company, and James A. Stillman, the son of the previous Stillman, became president. NCB reached $1 billion in assets, the first U.S. bank to do so. Charles E. Mitchell, Stillman's successor in 1921, completed much of what Vanderlip had begun, creating the nation's first full-service bank. Until this time national banks catered almost exclusively to the needs of corporations and institutions, while savings banks handled the needs of individuals. But competition from other banks, and even corporate clients themselves, forced commercial banks to look elsewhere for sources of growth. Sensing an untapped wealth of business in personal banking, in 1921 NCB became the first major bank to offer interest on savings accounts, which it allowed individual customers to open with as little as a dollar. In 1928 Citibank began to offer personal consumer loans.

The bank also expanded during the 1920s, acquiring the Commercial Exchange Bank and the Second National Bank in 1921, the People's Trust Company of Brooklyn in 1926, and merging with the Farmers' Loan and Trust Company in 1929. By the end of the decade, the "Citibank" was the largest bank in the country, and through its affiliates, the National City Company and the City Bank Farmers' Trust Company, it was also one of the largest securities and trust firms.

Surviving the Great Depression

In October 1929 the stock market crash that led to the Great Depression caused an immediate liquidity crisis in the banking industry. In the ensuing months, thousands of banks were forced to close. NCB remained in business, however, mainly by virtue of its size and organization. But in 1933, at the height of the Depression, Congress passed the Glass-Steagall Act, which restricted the activities of banks by requiring the separation of investment and commercial banking. NCB was compelled to liquidate its securities affiliate and curtail its line of special financial products, eliminating many of the gains the bank had made in establishing itself as a flexible and competitive full-service bank.

James H. Perkins, who succeeded Mitchell as chairman in 1933, had the difficult task of rebuilding the bank's reputation and its business (it had fallen to number three). He instituted a defensive strategy, pledging to keep all domestic and foreign branches open and to eliminate as few staff members as possible. Perkins died in 1940, but his defensive policies were continued by his successor, Gordon Rentschler.

As a major U.S. bank, NCB was in many ways a resource for the government, which depended on private savings and bond sales to finance World War II. The bank followed its defensive strategy throughout the war, amassed a large government bond portfolio, and continued to stress its relationship with corporate clients. Unlike its competitors, NCB was so well placed in so many markets by the end of the war that it could devote its energy to winning new clients rather than entering new markets. Sixteen years after Black Tuesday, NCB had finally regained its momentum in the banking industry.

Innovation in the Mid-20th Century

The bank changed direction after the death of Gordon Rentschler in 1948 by moving more aggressively into corporate lending. In 1955, with assets of $6.8 billion, NCB acquired the First National Bank of New York and changed its name to the First National City Bank of New York (FNCB), or Citibank for short.

Citibank used its bond portfolio to finance its expansion in corporate lending, selling off bonds to make new loans. By 1957, however, the bank had just about depleted its bond reserve. Prevented by New Deal legislation from expanding its business in private savings beyond New York City, Citibank had nowhere to turn for more funding. The squeeze on funds only became more acute until 1961, when the bank introduced a new and ingenious product: the negotiable certificate of deposit.

The "CD," as it was called, gave large depositors higher returns on their savings in exchange for restricted liquidity, and was intended to win business from higher-interest government bonds and commercial paper. The CD changed not only Citibank but the entire banking industry, which soon followed suit in offering CDs. The CD gave Citibank a way to expand its assets--but at the same time required it to streamline operations and manage risk more efficiently, because it had to pay a higher rate of interest to CD holders for the use of their funds.

The man behind the CD was not FNCB's president, George Moore, nor its chairman, James Rockefeller, but Walter B. Wriston, a highly unconventional vice-president. Wriston, a product of Wesleyan University and the Fletcher School, had worked his way up through the company's ranks since joining the bank in 1946. Having made a name for himself with the CD, Wriston was later given responsibility for revamping the company's management structure to eliminate the strains of Citibank's expansion. Like Vanderlip more than 50 years before, Wriston advocated a general decentralization of power to permit top executives to concentrate on longer-term strategic considerations.

In 1962 the bank's official name was changed to First National City Bank. Six years later, in an attempt to circumvent federal regulations restricting a bank's activities, Citibank created a one-bank holding company (a type of company the Bank Holding Company Act of 1956 had overlooked) to own the bank but also engage in lines of business the bank could not. The holding company was initially called First National City Corporation (FNCC). Within six months, Bank of America, Chase Manhattan, Manufacturers Hanover, Morgan Guaranty, and Chemical Bank had also created holding companies.

FNCC made no secret of its intention to expand, both operationally and geographically. In 1970 Congress--recognizing its error and concerned that one-bank holding companies would become too powerful--revised the Bank Holding Company Act of 1956 to prevent these companies from diversifying into traditionally "non-banking" activities.

Wriston, who was promoted to president in 1967 and to chairman in 1970, continued to press for the relaxation of banking laws. He oversaw Citibank's entry into the credit card business, and later directed a massive offer of Visa and MasterCharge cards to 26 million people across the nation. This move greatly upset other banks that also issued the cards, but succeeded in bringing Citibank millions of customers from outside New York state. The bank failed, however, to properly assess the risk involved. Of the five million people who responded to the offer, enough later defaulted to cost the corporation an estimated $200 million.

In an effort to gain wider consumer recognition, the holding company formally adopted Citicorp as its legal name in 1974, and in 1976 First National City Bank officially changed its name to Citibank, N.A. The "Citi" prefix was later added to a number of generic product names: Citicorp offered CitiCards, CitiOne unified statement accounts, and there were CitiTeller automatic teller machines and a host of other Citi-offerings.

Falling Fortunes in the 1970s and 1980s

Citicorp performed very well during the early 1970s, weathering the failure of the Penn Central railroad, the energy crisis, and a recession without serious setback. In 1975, however, the company's fortunes fell dramatically. Profits were erratic because of rapidly eroding economic conditions in Third World countries. Citicorp, awash in petrodollars in the 1970s, had lent heavily to these countries in the belief that they would experience high turnover and faced the possibility of heavy defaults resulting from poor growth rates. In addition, its Argentine deposits were nationalized in 1973, its interests in Nigeria had to be scaled back in 1976, and political agitation in Poland and Iran in 1979 precipitated unfavorable debt rescheduling in those countries. Shareholders soon became concerned that Citicorp, which conducted two-thirds of its business abroad, might face serious losses.

In its domestic operations, Citicorp suffered from a decision made during the early 1970s to expand in low-yielding, consumer-banking activities. Although New York usury laws placed a 12 percent ceiling on consumer loans, Citibank bet that interest rates would drop, leaving plenty of room to make a profit. But the oil shock following the revolution in Iran sent interest rates soaring in the opposite direction: Citicorp lost $450 million in 1980 alone. In addition, Citibank purchased $3 billion in government bonds at 11 percent, in the belief that interest rates would continue a decline begun during the summer of 1980. Again, the opposite happened. Interest on the money Citibank borrowed to purchase the bonds rose as high as 21 percent, and the bank lost another $50 million or more.

One investment that did not go awry, however, was the company's decision to invest $500 million on an elaborate automated teller network. Installed throughout its branches by 1978, the ATMs permitted depositors to withdraw money at any hour from hundreds of locations. Not only were labor costs reduced drastically, but by being first again, Citibank gained thousands of new customers attracted by the convenience of ATMs.

Citicorp raised the profitability of its commercial banking operations by deemphasizing interest rate-based income in favor of income from fees for services. Successful debt negotiations with developing countries cut losses on debts that would otherwise have gone into default. In addition, as a result of the 1967 Edge Act and special accommodations made by various states, Citicorp, until then an international giant known domestically only in New York state, was able to expand into several states during the 1980s. Beginning with mortgages and its credit card business, then savings and loans, and then banks, Citicorp established a presence in 39 states and the District of Columbia. Internationally, the company expanded its business into more than 90 countries. Some of this expansion was accomplished by purchasing existing banks outright.

Wriston, after 14 years as chairman of Citicorp, retired in 1984, shortly after the announcement that Citicorp would enter two new businesses: insurance and information. He was succeeded by John S. Reed, who had distinguished himself by returning the "individual" banking division to profitability.

In May 1987 Citibank finally admitted that its Third World loans could spell trouble and announced that it was setting aside a $3 billion reserve fund. Losses for 1987 totaled $1.2 billion, but future earnings were much more secure. Citibank's move forced its competitors to follow suit, something few of them were able to do as easily--Bank of America, for example, wound up selling assets to cover its reserve fund.

Reorganization and an Uneven Recovery in the Early to Mid-1990s

As Citicorp entered the 1990s, the United States' biggest bank faced perhaps its most challenging period since its founding. A faltering economy, coupled with unprofitable business loans--particularly in the commercial real estate market--led to serious financial difficulties that threatened the bank's existence. Year-end statistics for 1990 revealed a 20-year low for Citicorp's share price, which eventually fell to $8. Citicorp's ratio of core capital to total assets stood at 3.26 percent, considerably lower than the minimum 4 percent that regulators instituted as the standard requirement in 1992. The company was operating on an expenses-to-revenue ratio of 70 percent, which prompted immediate cost-cutting efforts in nearly all expendable (noncore) business operations. Third quarter financial statements for 1991 reflected the impact of restructuring charges, asset write-downs, and additions to reserves necessary for coverage of nonperforming loans: Citicorp reported an $885 million loss. For the first time since 1813, shareholders did not receive their 25 cents a share quarterly dividend. Citicorp was in desperate need of reorganization.

Chairman John Reed described this period of great instability as "tough, demanding," and a time of "turnaround." Widely viewed as a slow-moving and analytical visionary, Reed appeared to many to be unable to maneuver the ailing bank out of its mounting difficulties. Critics blamed Citicorp's loan crisis on Reed's efforts during the mid-1980s to expand in the international market and overextend credit to real estate developers, including Donald Trump. Reed silenced his critics, however, with the successful implementation of a two-year, five-point plan aimed at improving capital strength and operating earnings to offset future, but imminent, credit costs.

Of primary importance in the recovery process were cost-cutting measures, growth constraint, and disciplined expenses and credit quality--considered the control aspects of the banking industry. Staff cuts for the two-year restructuring period resulted in the layoff of more than 15,000 employees--including many in senior management positions. Expenses also were trimmed as Citicorp consolidated its U.S. mortgage service and insurance service operations, as well as its telecommunication resources.

Nearly half of Citicorp's third-quarter $885 million loss was affected by the write-down of its $400 million investment in Quotron Systems, Inc. Citicorp bought the stock quotation service for $680 million in 1986 at a time when the company was hoping to expand in the information business. Since the acquisition, Quotron had been losing contracts with major Wall Street firms such as Shearson Lehman and Merrill Lynch. Quotron Systems could not compete with the updated technology of its rival, Automatic Data Processing (ADP). In 1992 Citicorp sold two Quotron divisions to ADP, the leader in the computer services market.

To help raise the projected $4 billion to $5 billion in capital under the five-point plan, Citicorp sold its marginal operations in Austria, Italy, and France; abandoned its efforts in the United Kingdom; and offered $1.1 billion of preferred equity redemption cumulative stock (PERCS). An important factor in the company's recapitalization was investment by Saudi Prince al-Waleed bin Talal, who provided approximately $400 million of the $2.6 billion Citicorp raised in 1991 and 1992.

Although Citicorp relinquished some of its weaker holdings in Europe, it continued to expand and improve operations in the Asia/Pacific region. New branches were opened in Mexico, Brazil, Japan, Taiwan, South Korea, and Australia. Such selective investing produced growth in earnings of up to 30 percent. From September 1991 to September 1992, Citicorp obtained $371 million in net income from consumer banking in the developing world, exceeding earnings in the Japan, Europe, and North America (JENA) unit of global finance.

Citicorp continued its commitment to international core business, capital growth, and credit stability as it cautiously proceeded through a recovery period. Circumstances called for conservative action in the early 1990s to compensate for severe losses. In addition, Citicorp's freedom to make loans was abridged in 1992 when it was placed under regulatory supervision by the Federal Reserve Bank of New York.

Citicorp experienced losses in the value of its real estate holdings in the early 1990s. The company decided to hold on to the nonperforming property in the hopes an economic recovery would boost its value. However, Citicorp sold approximately 60 percent of its holdings in 1993 at a loss. Two years later the other 40 percent had recovered its value.

In 1996 a Citibank employee was accused of helping Raul Salinas, brother of Mexican President Carlos Salinas, sneak out of Mexico funds acquired by illegal means. Further embarrassment from Mexico ensued for Citicorp when its 1998 purchase of Banco Confia was linked to charges of laundering drug money. Domestically, Citicorp was faced with rising credit card write-offs as consumer bankruptcy increased in the late 1990s.

1998: Citicorp + Travelers = Citigroup

In 1998 Citicorp took the lead in mega-banking mergers by joining forces with Travelers Group Inc. Citigroup Inc., as the new entity was called, boasted assets of $698 billion. The merger created the largest financial services firm in the world, what the Economist called "a global financial supermarket." With little overlap in service offerings and two separate distribution networks, the two companies hoped to cross-sell to each other's customers. John Reed, chairman of Citicorp, and Sanford Weill, chairman of Travelers Group, agreed to run the new company together.

Despite the Glass-Steagall Act of 1933, which forbade banks from owning insurers and insurers from owning banks, the merger was approved by the Federal Reserve Board. Citigroup was required to sell off its insurance businesses, however, a ruling it hoped would be overridden with new legislation. It stalled the sales while lobbying Congress to modernize the law. This tactic eventually succeeded with the passage of the Financial Services Modernization Act (FSMA), which was signed into law by President Bill Clinton in November 1999. With the longtime protections of Glass-Steagall now overturned, Citigroup became one of the first firms to qualify as a financial holding company under the FSMA, enabling it to continue to operate in both banking and insurance.

Shares of Citibank and Travelers Group shot up at the announcement of the merger, raising the combined value of the companies by $30 billion. The optimism waned in the months following the merger as cross-selling and creating economies of scale proved difficult to execute. With Travelers still struggling to integrate its recent purchase of Salomon Brothers into its own brokerage business (Smith Barney), the merger with Citibank did not proceed smoothly. Rather than cross-selling, the various subsidiaries and divisions moved to protect their own turf. One exception was subsidiary Primerica Financial Services, which sold a range of Travelers products to customers who took the company up on a free financial analysis.

The rift between Citibank and Travelers Group became apparent in late 1998 when Jamie Dimon, likely successor to Citibank's joint chairmen, Weill and Reed, abruptly quit. Employees divided along original company lines, with Citibank staff cheering the news as a victory for their man Reed over Weill, who had groomed Dimon to replace him at Travelers. Salomon employees, who had never been fully integrated into Travelers Group before the merger, showed their sympathy for Dimon with a standing ovation on their trading floor. Dimon's loss left a void in the company's leadership, especially because Weill and Reed were both nearing retirement age.

In 1999 Citibank announced a project to simplify its service offerings in an effort to reduce costs. As the bank had grown over the years, its complexity had multiplied to such mind-boggling dimensions that it needed 28 computer systems to handle its back-office records. As an example, Citibank offered 150,000 different kinds of checking accounts in 1999, with variations on how interest was calculated, what fees were charged, and so on. The goal of the new project was to cut complexity by 75 percent and eliminate at least 26 computer systems.

Meanwhile, the larger integration of Citicorp and Travelers resulted in restructuring charges of $1.3 billion and the elimination of more than 10,000 jobs from the workforce in 1998 and 1999. Continuing the branding of Citigroup's units with the "Citi" prefix, Commercial Credit, a consumer finance outfit that came from the Travelers side of the corporate tree, was rechristened CitiFinancial during 1999. Citibank Mortgage was similarly renamed CitiMortgage, Inc. in April 2000. The corporation's boardroom gained a big name in October 1999 when former Treasury Secretary Robert E. Rubin was named co-chairman. According to a Business Week article, Rubin, who had once been the CEO of Goldman Sachs, served as "a kind of roving corporate ambassador."

Major Acquisitions, Series of Scandals in the Early 2000s

In early 2000 Reed left the company, having lost a power struggle with Weill. The latter was now sole CEO. That April, Citigroup spent $2.4 billion to take full control of Travelers Property Casualty Corp. In November the company paid $27 billion for Dallas-based Associates First Capital Corporation, a U.S.-based consumer finance firm specializing in the subprime segment of the credit market (which includes higher risk customers with prior credit problems or limited credit history); the acquired firm also had a large presence in Japan. Most of Associates was merged into CitiFinancial, which became the largest originator of home equity loans in the United States. Unfortunately, just months after the deal was consummated, the Federal Trade Commission (FTC) charged Citigroup with predatory lending in relation to what regulators considered to be deceptive marketing practices at Associates. In September 2002 Citigroup reached an agreement with FTC to settle the lawsuit whereby it would pay $240 million to the consumers affected by the allegedly deceptive practices--representing one of the largest consumer protection settlements in U.S. history.

The addition of Associates' Japanese consumer finance arm was part of a broader international drive by Citigroup to penetrate mid-level banking and finance markets abroad--Citibank having been content over the decades concentrating on the upper end. In Europe during 2001, Citigroup acquired the credit card unit of the U.K.-based Peoples Bank and 130-year-old Bank Handlowy, a retail bank in Poland with 80 branches. The corporation also spent $2.2 billion in January 2001 to purchase Schroders plc, a British investment bank. A further move into the Asian market came in April 2001 when Citigroup paid $800 million for a 15 percent stake in the Fubon Group, which operated five financial services companies in Taiwan; this was the largest-ever investment in that country's financial sector by a foreign firm. Closer to home, Citigroup completed its largest ever international acquisition in August 2001, laying out $6.26 billion in cash and a like amount in stock for Grupo Financiero Banamex-Accival (or "Banacci"), one of the largest banks in Mexico, with more than 1,350 branches catering to middle class consumers and small businesses along with an investment bank and brokerage serving corporations and the more well-to-do. Citigroup's existing banking operations in Mexico were incorporated with those acquired under the Banamex name, creating the largest independent bank and brokerage in the country. Citigroup gained a listing on the Mexican stock exchange as a result of its takeover of Banamex, becoming the first foreign firm to do so.

Not neglecting the home market, Citigroup acquired the New York state-chartered European American Bank (EAB) from Netherlands-based ABN AMRO Bank N.V. for $1.6 billion in cash and the assumption of $350 million in EAB preferred stock. Completed in July 2001, the deal brought Citigroup an enhanced presence in the metropolitan New York and Long Island markets through EAB's 97 commercial banking branches, which were subsequently rebranded under the Citibank name. In November 2002 Citigroup paid about $5.8 billion for Golden State Bancorp, the parent of First Nationwide Mortgage and Cal Fed, the second largest thrift in the United States. Gained in this acquisition were 325 retail branches in California and Nevada, 1.5 million new banking customers, $25 billion in deposits, and $20 billion in loans that were added to the CitiMortgage portfolio.

The purchase of Golden State was funded in part from the spinoff of Travelers Property Casualty, a business that was considered more volatile and expected to grow more slowly than other Citigroup operations. In March 2002, 23.1 percent of the equity in the Travelers unit was sold to the public through an initial public offering (IPO) that raised more than $12 billion. Most of Citibank's remaining stake was distributed to shareholders in August of that year. Additional 2002 initiatives included the reorganization of the company's operations into a matrix-like structure encompassing nine product areas and six geographic regions; the start-up of retail banking operations in both China and Russia; and the formation of an alliance with Shanghai Pudong Development Bank to enter the emerging credit card market in China.

For Citigroup, however, the year 2002 is likely to be best remembered as the year of scandal. In addition to the Associates' deceptive marketing scandal, a number of state and federal investigations were launched into the questionable practices of the Salomon Smith Barney investment bank and equity research unit. Salomon's influential telecommunications analyst, Jack Grubman, was accused of hyping the stock of several firms whose shares later tanked, the firms having returned the favor by sending hundreds of millions of dollars in investment banking fees Salomon's way. Grubman resigned in disgrace in August 2002, but not before accepting a $33 million severance package. Weill himself was caught up in the scandal, when allegations were raised that he had tried to persuade Grubman to raise his rating on the stock of AT&T Corp., a firm for which Weill served as a director. In April 2003 Citigroup's Salomon (which by this time had dropped its scandal-associated name in favor of Citigroup Global Markets, Inc.) was part of a landmark $1.4 billion settlement between ten Wall Street firms and the New York Attorney General, the Securities and Exchange Commission (SEC), and other regulatory agencies. Citigroup agreed to pay $400 million in fines and payments--the largest amount paid by one firm. Grubman was fined $15 million and was barred from working in the securities industry for the rest of his life. Weill (along with other senior officers) was barred from speaking directly with Citigroup analysts on investment banking matters. The SEC also mandated the separation of investment banking and equity research operations--the building of a so-called Chinese wall--a move that Citigroup had already taken in creating a new and independent business unit called Smith Barney to be the corporation's retail brokerage house and equity research unit.

Citigroup also was embroiled in the huge Enron Corporation scandal. Both Citigroup and J.P. Morgan Chase & Co. were key Enron bankers and were involved in funding off-the-books ventures that played a central role in the alleged fraud that Enron executives had committed against the company's shareholders. The banks loaned billions of dollars to the Houston energy trading firm but structured the loans in such a way that the added debt was hidden from shareholders and in fact appeared to boost Enron's cash flow. In July 2003 Citigroup and J.P. Morgan reached an agreement with the SEC and others whereby they would pay a total of $305 million to settle the Enron case, with Citigroup's share being $145.5 million.

Despite these settlements, Citigroup still faced private and class-action lawsuits that had been filed on behalf of investors, bondholders, and others in relation to these scandals. In anticipation of the expected fines and anticipated settlement costs, the corporation had set aside $1.5 billion as a litigation reserve in December 2002. Remarkably, Citigroup still managed to report record net income of $15.28 billion for the year. On the other hand, the scandals battered the corporation's stock, which fell about 25 percent for the year--a loss in market value of about $60 billion.

Although Citigroup's reputation had certainly been tarnished by the firm's involvement in the wave of corporate scandals that rocked the United States in the early 2000s, Weill tried to win the public relations battle by adopting reform measures ahead of the regulators and legislators. For example, Citigroup announced that at the beginning of 2003 it would begin expensing the cost of all stock options for employees, management, and board members, a move that many observers believed was necessary to provide a more accurate accounting of the finances of a company. In July 2003 Weill made headlines through a long-anticipated announcement: the tapping of a successor. Weill said that he would step down as CEO at the end of 2003, and Charles O. Prince was named to succeed him. Prince was a longtime Weill lieutenant who had been named COO in 2001 and later was placed in charge of the scandal-ridden investment bank. It also was announced that the head of the Citigroup consumer banking operation, Robert B. Willumstad, would succeed Prince as COO. Weill planned to stay on as chairman through early 2006. Meantime, two other July 2003 announcements signaled that Citigroup had weathered the scandal storm: the firm said that it would increase its dividend by 75 percent and that it would acquire the huge credit card business of Sears, Roebuck and Co. for about $3 billion.

Principal Subsidiaries: Citibank, N.A.; CitiFinancial; Citigroup Global Markets, Inc.; The Citigroup Private Bank; Primerica Financial Services, Inc.; The Travelers Life and Annuity Company; Grupo Financiero Banamex, S.A. de C.V. (Mexico).

Principal Operating Units: Global Consumer Group; Global Corporate and Investment Bank Group; Global Investment Management; Global Markets; Citigroup International.

Principal Competitors: J.P. Morgan Chase & Co.; Bank of America Corporation; Deutsche Bank AG; UBS AG; Merrill Lynch & Co., Inc.; The Goldman Sachs Group, Inc.; Credit Suisse Group.

Further Reading:

Bianco, Anthony, and Heather Timmons, "Crisis at Citi," Business Week, September 6, 2002, pp. 34-38, 40, 42.

Bianco, Anthony, et al., "Citi's New Act," Business Week, July 28, 2003, pp. 30+.

Citibank, Nader and the Facts, New York: Citibank, 1974.

"Citicorp Battling Back," Economist, April 25, 1992, pp. 84, 86.

"Citigroup: Fall Guy," Economist, November 7, 1998.

Cleveland, Harold van B., and Thomas F. Huertas, Citibank, 1812-1970, Cambridge, Mass.: Harvard University Press, 1985.

Creswell, Julie, "Banks on the Hot Seat," Fortune, September 2, 2002, pp. 79-80, 82.

Egan, Jack, "The Fight to Stay on Top," U.S. News and World Report, December 30, 1991/January 6, 1992, pp. 70-71.

"Financial Mergers: Complex Equations," Economist, June 5, 1999.

Hutchison, Robert A., Off the Books, New York: William Morrow and Company, 1986.

Kadlec, Daniel, "Citi Slicker," Time, October 7, 2002, pp. 67+.

Langley, Monica, Tearing Down the Walls: How Sandy Weill Fought His Way to the Top of the Financial World--and Then Nearly Lost It All, New York: Simon & Schuster, 2003.

Lee, Peter, "Is Citi Back from the Dead?," Euromoney, December 1992, p. 30.

Leindorf, David, and Donald Etra, Ralph Nader's Study Group Report on First National City Bank, New York: Grossman, 1973.

Loomis, Carol J., "Citigroup: Scenes from a Merger," Fortune, January 11, 1999, pp. 76-78+.

------, "Sandy Weill's Monster," Fortune, April 16, 2001, pp. 106+.

------, "Whatever It Takes," Fortune, November 25, 2002, pp. 74+.

Meeham, John, and William Glasgall, "Citi's Nightmares Just Keep Getting Worse," Business Week, October 28, 1991, pp. 124-25.

Miller, Richard Bradford, Citicorp: The Story of a Bank in Crisis, New York: McGraw-Hill, 1993.

Miller, Suzanne, "Is Sandy Losing Focus?," Banker, September 2002, pp. 24-26, 28.

Pacelle, Mitchell, and Laurie P. Cohen, "J.P. Morgan, Citigroup Will Pay $305 Million to Settle Enron Case," Wall Street Journal, July 29, 2003, pp. A1, A2.

Pacelle, Mitchell, and Monica Langley, "Citigroup's Weill Taps a Top Aide As His Successor," Wall Street Journal, July 17, 2003, pp. A1, A6.

Prince, C.J., "The Dealmaker," Chief Executive (U.S.), July 2002, pp. 28+.

Silverman, Gary, et al., "Is This Marriage Working?," Business Week, June 7, 1999, pp. 127-34.

Stone, Amey, and Mike Brewster, King of Capital: Sandy Weill and the Making of Citigroup, New York: Wiley, 2002.

Thomas, Landon, Jr., "Citigroup's Chairman Is Barred from Direct Talks with Analysts," New York Times, April 29, 2003, p. C1.

Timmons, Heather, et al., "Citi's Sleepless Nights: The Bank Faces Lawsuits, Fines, and Closer Scrutiny," Business Week, August 5, 2002, pp. 42-43.

Timmons, Heather, Geri Smith, and Frederik Balfour, "Sandy Weill Wants the World," Business Week, June 4, 2001, pp. 88, 90.

"The Trials of Megabanks," Economist, October 31, 1998.

"Watch Out for the Egos," Economist, April 11, 1998.

Zweig, Phillip L., Wriston: Walter Wriston, Citibank, and the Rise and Fall of American Financial Supremacy, New York: Crown, 1995.

Source: International Directory of Company Histories, Vol.59. St. James Press, 2004.

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