[Senate Hearing 111-472]
[From the U.S. Government Publishing Office]




                                                        S. Hrg. 111-472

            CITIGROUP AND THE TROUBLED ASSET RELIEF PROGRAM

=======================================================================

                                HEARING

                               before the

                     CONGRESSIONAL OVERSIGHT PANEL

                     ONE HUNDRED ELEVENTH CONGRESS

                             SECOND SESSION

                               ----------                              

                             MARCH 4, 2010

                               ----------                              

        Printed for the use of the Congressional Oversight Panel










                                                        S. Hrg. 111-472

            CITIGROUP AND THE TROUBLED ASSET RELIEF PROGRAM

=======================================================================

                                HEARING

                               before the

                     CONGRESSIONAL OVERSIGHT PANEL

                     ONE HUNDRED ELEVENTH CONGRESS

                             SECOND SESSION

                               __________

                             MARCH 4, 2010

                               __________

        Printed for the use of the Congressional Oversight Panel





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                     CONGRESSIONAL OVERSIGHT PANEL
                             Panel Members
                        Elizabeth Warren, Chair
                              Paul Atkins
                           J. Mark McWatters
                           Richard H. Neiman
                             Damon Silvers












                            C O N T E N T S

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                                                                   Page
Statement of:
    Opening Statement of Elizabeth Warren, Chair, Congressional 
      Oversight Panel............................................     1
    Statement of J. Mark McWatters, Member, Congressional 
      Oversight Panel Public.....................................     5
    Statement of Damon Silvers, Member, Congressional Oversight 
      Panel......................................................     6
    Statement of Paul Atkins, Member, Congressional Oversight 
      Panel......................................................    10
    Statement of Richard Neiman, Member, Congressional Oversight 
      Panel......................................................    11
    Statement of Herbert M. Allison, Jr., Assistant Secretary for 
      Financial Stability, U.S. Department of the Treasury.......    15
    Statement of Vikram Pandit, Chief Executive Officer, 
      Citigroup, Inc.............................................    55

 
            CITIGROUP AND THE TROUBLED ASSET RELIEF PROGRAM

                              ----------                              


                        THURSDAY, MARCH 4, 2010

                                     U.S. Congress,
                             Congressional Oversight Panel,
                                                    Washington, DC.
    The Panel met, pursuant to notice, at 10:03 a.m. in Room 
SD-538, Dirksen Senate Office Building, Elizabeth Warren, Chair 
of the Panel, presiding.
    Present: Elizabeth Warren [presiding], Richard Neiman, Paul 
S. Atkins, Damon Silvers, and J. Mark McWatters.

  OPENING STATEMENT OF ELIZABETH WARREN, CHAIR, CONGRESSIONAL 
                        OVERSIGHT PANEL

    Chair Warren. The March 4 hearing of the Congressional 
Oversight Panel will come to order. Good morning, I am 
Elizabeth Warren and I am the chair of the Congressional 
Oversight Panel.
    As everyone in this room knows, in late 2008 a financial 
crisis threatened to bring the worldwide economy to its knees. 
Citigroup's special role in this is that on October 28, as one 
of the nine financial institutions that received extraordinary 
assistance from the United States government, Treasury injected 
capital into Citigroup of about $25 billion. Eight weeks later, 
on December 31st, it injected another $20 billion; and on 
January 15th, 2009, it extended guarantees of $301 billion in 
assets.
    This was not the first time that Citigroup has needed 
government assistance to survive. During the Great Depression, 
Citigroup, then National Bank, stayed alive only because of 
generous policies put in place by the U.S. government. Again in 
the 1980s, Citigroup, then operating as Citicorp, benefited 
from regulators' decisions to waive standards during the Less 
Developed Country debt crisis.
    So today, we have Citigroup--the largest financial services 
company in the world--it has 200 million customers spread 
across 100 countries. It is really three different kinds of 
businesses combined: a commercial bank, an investment bank, and 
an insurance company. It's worth noting that the merger of 
these three companies required special permission from the 
Federal Reserve in order to occur and that, to operate, it 
required ultimately that the Glass-Steagall laws be repealed so 
that Citigroup could do its business in this new form.
    Now, the turmoil that rocked Wall Street in 2008 has 
largely subsided, and along with its peers, Citigroup appears 
to be returning to profitability. Last December, Citigroup 
repaid $20 billion in TARP assistance and terminated the asset 
guarantee arrangement. Treasury planned to sell its remaining 
27 percent stake in Citigroup in December, although it was 
delayed because Citigroup's share price in December was below 
the price Treasury had paid and it would have meant a certain 
loss for the United States government.
    The sheer magnitude of Citigroup's operations, and the 
company's history of receiving extraordinary government 
support, has led this Panel to an inescapable conclusion: 
Citigroup, along with a handful of other financial 
institutions, enjoys an implicit government guarantee. Evidence 
thus far suggests that the United States government will bear 
any burden and pay any price to ensure that Citicorp does not 
fail.
    In a February 10th research note, Standard & Poor's issued 
Citigroup a credit rating of A, three grades higher than it 
otherwise would have rated the company, quote, ``To reflect the 
likelihood that if further extraordinary government support 
were needed, it would be forthcoming.'' In other words, 
Citigroup is too big to fail, and this fact is now directly, 
measurably affecting its credit rating.
    Were it not for the market's view that Citigroup enjoyed 
this implicit government guarantee--a view reinforced in 
dramatic fashion by the bailout that this Panel oversees--then 
it would be viewed as a riskier investment, and frankly it 
would cost Citigroup more to do business.
    So, we will ask a number of questions today about the 
consequences, both to the taxpayer and Citigroup's business, of 
the implicit guarantee; how Citigroup has used the tax dollars 
it received over the course of the crisis and that it continues 
to hold today; and perhaps most importantly, what are 
Treasury's and what are Citigroup's strategies for ensuring the 
American taxpayer will never again be asked to fund another 
bailout for this institution?
    To help the Panel examine these issues, we will first hear 
from Assistant Secretary of the Treasury for Financial 
Stability, Herbert M. Allison, Jr. and then from Citigroup 
Chief Executive Officer, Vikram Pandit.
    To both of our witnesses, please know that we are sincerely 
thankful to you for joining us. We appreciate your willingness 
to help us learn from your perspectives.
    Before we proceed with the first panel, allow me to offer 
my colleagues an opportunity to provide their own opening 
remarks. I want to say that I understand that Mr. Atkins has 
been caught in traffic, so I will ask Mr. McWatters if he would 
like to make an opening statement.
    [The prepared statement of Chair Warren follows:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

STATEMENT OF J. MARK MCWATTERS, MEMBER, CONGRESSIONAL OVERSIGHT 
                             PANEL

    Mr. McWatters. Thank you, Professor Warren. I very much 
appreciate the attendance of Assistant Secretary Allison and 
Mr. Pandit, and I look forward to hearing their views.
    Over the past two years, the taxpayers have repeatedly 
heard the phrase ``too big'' or ``too interconnected to fail'' 
ascribed to certain financial institutions, and they have, no 
doubt, wondered, what is captured by such a concept and why 
these financial institutions merited the investment of hundreds 
of billions of dollars of taxpayer-sourced TARP funds.
    Today we have the opportunity to learn why Citigroup was 
considered too big or too interconnected to fail, why Treasury 
allocated $45 billion of TARP funds to the institution, and why 
Treasury, the Federal Reserve, and the FDIC guaranteed over 
$300 billion of its assets and liabilities.
    Although I doubt if Citigroup's credit card, branch 
banking, or even its commercial lending division created the 
too big or too interconnected to fail problem, it is critical 
that the taxpayers fully understand why the failure of specific 
investment strategies and business operations within Citigroup 
threaten the underlying financial stability of our country.
    The taxpayers are also interested to learn if Treasury or 
the financial markets consider Citigroup, as presently 
structured, too big or too interconnected to fail and whether 
yet another reversal of its economic fortunes will necessitate 
the expenditure of additional taxpayer-sourced TARP funds.
    Perhaps the most troublesome aspect of such status is the 
moral hazard risk arising from the implicit guarantee generated 
by the willingness of the United States government to bail out 
excess risk-taking and ill-considered business decisions 
undertaken by certain financial institutions.
    In addition, the implicit guarantee afforded those 
financial institutions considered too big or too interconnected 
to fail may place such institutions at an inappropriate 
competitive advantage over their smaller peers. As long as the 
possibility exists that Treasury or the financial markets may 
consider Citigroup as too big or too interconnected to fail, it 
is critical that Citigroup clearly articulate to the taxpayers 
what actions it has taken to eliminate such status, as well as 
the possibility that its directors, officers and employees will 
engage in needlessly risky behavior that may impair the 
continued viability of the institution, and our overall 
economy. Citigroup should disclose what risk management and 
internal control policies and procedures it has implemented so 
as not to require a future bailout from the taxpayers.
    In my view, one of the principal causes of the financial 
crisis was the separation of risk from reward, where officers 
and employees of TARP recipients were financially motivated to 
structure transactions so as to pass all of the risk of loss 
embedded in such transactions to their employer, or to third-
party investors, while earning significant personal 
compensation derived from the initial closing of such 
transactions. It will be interesting to learn how Citigroup has 
modified its compensation structure, so as to appropriately 
link remuneration with the inherent risk arising from the 
underlying transactions, as well as the performance of the 
institution, as a whole.
    It is also my expectation that the taxpayers will learn 
today whether Citigroup will require additional TARP funds; 
whether Citigroup is solvent on a fair market value basis after 
considering contingent liabilities; whether Citigroup would be 
required to raise additional capital if the stress test were 
repeated using current and existing economic conditions; 
whether Citigroup has sold any mortgage-backed securities to 
the Federal Reserve, the Treasury, Fannie Mae or Freddie Mac at 
a price in excess of then-fair market value; whether Treasury 
has developed a rational exit strategy for its investment in 
Citigroup; and, whether enhanced underwriting standards and the 
precipitous drop in demand from prospective borrowers has led 
to a material decrease in consumer and commercial lending.
    Thank you for joining us today, and I look forward to our 
discussion.
    Chair Warren. Thank you, Mr. McWatters.
    Mr. Silvers.

 STATEMENT OF DAMON SILVERS, MEMBER, CONGRESSSIONAL OVERSIGHT 
                             PANEL

    Mr. Silvers. Yes, thank you, Chair Warren.
    Good morning. Like my fellow panelists, I am pleased to 
welcome, once again, Assistant Secretary Allison to the Panel, 
and Citigroup Chief Executive Officer Vikram Pandit. Before I 
turn to the substance of our hearing, I want to note how much I 
particularly appreciate Mr. Pandit's presence here today, and 
the thoughtfulness of both witnesses' written testimony.
    This is one of these extraordinary Washington moments where 
I confess that I'm not sure I have much to add to my colleague, 
Mark McWatters', statement. I want to congratulate him on the 
thoroughness and appropriateness of his remarks. But, because 
this is Washington, I can't resist making my own.
    Citigroup has played a unique role in the history of TARP. 
In comments I've submitted for the written record, I go into 
this in some detail, but in essence the uniqueness of the role 
is defined by the fact that despite the existence in November 
of 2008, under the TARP, of a Systemically Significant Failing 
Institutions Program, and Citigroup's obvious status at the 
time as a failing systemically significant institution, 
Citigroup was not given aid under that program. Instead, it 
received its additional aid--beyond the Capital Purchase 
Program described by my colleagues a moment or so ago--it 
received that additional aid under what appeared to be more 
favorable ad hoc terms.
    Now, obviously, Mr. Allison was not present at that time, 
and the decisions at that time were made by Secretary Paulson 
and his team. But these events have helped define TARP from its 
inception. The Citigroup bailout, and the Bank of America 
bailout that followed, which was modeled on it, raised--and 
continue to raise--serious issues of transparency and equitable 
treatment for financial institutions of varying size and 
political clout.
    Now, more recently, up until December of last year, 
Citigroup's regulators were unwilling to allow Citigroup to 
repay TARP funds and thus emerge from TARP-related oversight. 
The regulators reversed themselves in December of 2009, and 
Citigroup completed a common stock offering whose proceeds were 
used to repurchase the government-owned preferred stock that 
had not already been converted into common, but the government 
was left as Citigroup's largest common stockholder.
    Now today, in the aftermath of that transaction, it appears 
clear that the Obama Administration's Treasury Department has 
managed TARP's holdings in Citigroup to affect what is 
essentially a limited balance sheet restructuring; effectively 
requiring or inducing Citigroup's preferred stockholders to 
become common stockholders--not just the government, but the 
private preferred stockholders that preceded the government on 
the balance sheet. Now, this step, this move, diluted common 
stockholders' share of future profits substantially, and this 
is something I strongly support from the perspective of 
fairness and moral hazard--some of the considerations that my 
colleagues were mentioning a moment or so ago. But these 
transactions did not appreciably alter Citigroup's total Tier 1 
capital, as a percentage of Citigroup's risk-adjusted assets, 
nor did it result in any consequences for Citigroup's 
bondholders.
    As a result, I remain concerned that Citigroup's balance 
sheet remains vulnerable, that Citigroup is only intermittently 
profitable, and that there are continuing pressures on 
Citigroup to repeat the events of the bubble cycle by weakening 
its capital structure in the pursuit of unsustainable returns 
on equity. In particular, I note that in the report that our 
chair referred to a moment or so ago, a relatively sympathetic 
report, Standard and Poor's noted that its credit rating for 
Citigroup, as was just mentioned, was three notches higher than 
it would have been were Citigroup standing on its own, that 
Citigroup remained on the less well-capitalized end of its 
global peers, fully risk-adjusted. And I think this is a 
critical fact, at least that Standard & Poor's believes this, 
and I want to explore this later with the witnesses. And 
finally, that the outlook for Citigroup remained negative.
    Now, these events, in total, leave many unanswered 
questions, frankly, more than we will be able to address today. 
I hope, though, that we will be able to focus today on the 
following key issues: (1) What aspects of Citigroup's business 
model prior to the financial crisis made the company 
particularly vulnerable to that crisis, and do those 
vulnerabilities remain? (2) Has Citigroup's balance sheet been 
sufficiently restructured, meaning has a hard enough look at 
the assets been made, per my colleagues Mark McWatters' 
comments? And have the liabilities been dealt with adequately 
to reflect the true state of the assets, and (3) What is the 
proper strategy for the Treasury Department now in relation to 
its current continuing role as Citigroup's largest shareholder? 
And finally, in light of this history, what steps should the 
Treasury Department take to ensure that in the future Citigroup 
is treated fairly in the context of how other banks, both large 
and small, are treated under TARP and related government 
programs?
    So, I look forward to discussing these and other issues in 
the body of this hearing. And once again, I want to express my 
deep thanks and appreciation to the witnesses.
    [The prepared statement of Mr. Silvers follows:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

    
    Chair Warren. Thank you, Mr. Silvers.
    Mr. Atkins.

STATEMENT OF PAUL ATKINS, MEMBER, CONGRESSIONAL OVERSIGHT PANEL

    Mr. Atkins. Thank you, Madam Chair.
    I'd also like to add my thanks to Mr. Allison and Mr. 
Pandit for appearing before this panel today. You are here 
voluntarily, and are taking valuable time out from your very 
busy schedules--especially this time of year--to be here in 
Washington. We, and the taxpayers, thank you for helping to 
bring some openness and personal connection to our oversight 
role.
    Like the rest of the financial services industry, Citigroup 
has had huge challenges during the past couple of years. 
Without the U.S. taxpayer, Citigroup might not be in business 
at all today. Citigroup's stock chart over the last 3 years 
shows a sad decline from more than $55 per share in 2007, to $3 
a share today. That represents a huge loss for shareholders, 
ultimately retirees on fixed incomes, parents saving for 
college, and people putting money away for a rainy day fund.
    But it also means a huge loss of wealth for employees, many 
of whom have lost much of their most important asset. It's 
difficult to rebuild loyalty, enthusiasm, innovation, and 
motivation in that sort of environment. A financial services 
firm may have lots of assets, but ultimately--like any 
company--it's only as good as the quality of the people that it 
attracts. Does a huge stake owned by Treasury help or hurt that 
effort? A financial services firm, ultimately, like any company 
is only as good as the people that it attracts.
    There are many risks to taxpayers as shareholders of an 
enterprise such as Citigroup which, of course, is going through 
many major changes. Its holdings of self-described ``non-core 
businesses'' have decreased by some 40 percent over the last 
year or two. There is, of course, no assurance that this 
realignment will be successful, or that it will reposition 
Citigroup for success in the future, and that's the risk that 
an equity holder takes, analyzing management's decision-making 
and deciding whether or not to go along for the ride. Of 
course, the taxpayer in this case is both, as Treasury terms 
it, ``a reluctant shareholder,'' and also, ``a totally 
inexperienced shareholder.'' It's certainly not Treasury's core 
expertise.
    I should make a couple of points regarding regulatory risk, 
because Citigroup, like a lot of people in business, faces 
business risks, credit risks, counter-party risks, exchange 
risks, and of course, also political and regulatory risks. 
Congress, of course, is considering several bills that could 
reshape the regulatory landscape significantly, and I strongly 
disagree with some of the positions that Citigroup has taken in 
this regard and I'm concerned that Citigroup is allowing itself 
to become a politicized entity.
    It's difficult to avoid the impression that one of the 
motivations is for the company to curry favor with the hand 
that feeds it, whether it be crammed-down systemic risk 
regulator, resolution authority or whatever, my fear is that 
Citigroup is currying favor with its largest shareholder at the 
expense of the enterprise and all shareholders.
    Just last year, in the Citigroup branch here in Washington 
on 18th and Pennsylvania, just one block from the White House, 
the tellers all had several copies of a book by Barack Obama at 
their stations. When I asked if that were a political 
statement, the teller told me, ``No, we're giving them away to 
people who open new accounts.'' Well, that certainly is a 
political statement, or at least, an amazing example of 
sycophancy to your biggest shareholder.
    So, today I'll be very interested to hear how Treasury 
manages its investment in Citigroup and what its timing for 
divestiture will be, given the current marketplace situation 
and its contractual limitations. Citigroup has many ambitious 
plans, and several decisions to make before a Treasury offering 
can be accomplished, so I look forward to exploring these 
issues this morning.
    Thank you very much.
    Chair Warren. Thank you, Mr. Atkins.
    Superintendent Neiman.

 STATEMENT OF RICHARD NEIMAN, MEMBER, CONGRESSIONAL OVERSIGHT 
                             PANEL

    Mr. Neiman. Thank you, and good morning.
    Today's oversight hearing, in my opinion, is a unique 
opportunity. In addition to the reasons stressed by my panel 
colleagues, my hope is that we will be able to view critical 
oversight topics through two different perspectives: that of 
the Department of the Treasury, the creator and administrator 
of the TARP program, and that of Citigroup, one of its largest 
recipients.
    Having Assistant Secretary Allison and Mr. Pandit here 
together at this event is an occasion to consider whether TARP 
strategies are working, and to determine if we are taking the 
right steps going forward.
    I will be especially interested to hear whether our 
witnesses believe that larger banks like Citigroup have turned 
the corner. After the public confidence inspired by the stress 
tests and subsequent earnings reports, are larger institutions 
still in need of TARP support? Does the return of many larger 
institutions to profitability signal a return to sustainability 
in their business model, or are temporary trading gains masking 
continuing weaknesses and losses in loan portfolios?
    Citigroup has engaged in serious realignment and 
reorganization efforts, both through the creation of Citi 
Holdings and in divestitures of business lines. Has the 
taxpayers stake in Citigroup been well-served by these actions? 
Are there lessons learned from Citigroup's experience that 
could apply to other institutions?
    Finally, we must take advantage of Mr. Pandit's presence 
today to question him not just from the perspective of our 
ownership interest in Citigroup, but also as homeowners and 
consumers. Citigroup has a large number of mortgages at risk of 
foreclosure, so I intend to fully explore Citigroup's 
modification efforts under HAMP and alternative programs.
    Citigroup is also a large and important consumer lender, so 
the public will gain a great deal by exploring their lending 
practices and their view on how regulatory reform should 
protect consumers.
    If we have learned anything from this crisis, though, it is 
that risk can materialize where it is least expected. 
Therefore, a strategic vision for institutions, for TARP, and 
for broader regulatory reforms, must creatively think about the 
range of developing risks and how best to protect consumers and 
taxpayers.
    I look forward to your contribution to this process through 
your testimony today and the answers to our questions, and I 
personally want to thank you again for your attendance.
    [The prepared statement of Mr. Neiman follows:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

    
    Chair Warren. Thank you, Superintendent Neiman.
    Mr. Allison, would you like to make some opening remarks? 
If you would, hold yourself to five minutes. We will, of 
course, take any written remarks and include them in the 
record. Thank you.

 STATEMENT OF HERBERT M. ALLISON, JR., ASSISTANT SECRETARY FOR 
      FINANCIAL STABILITY, U.S. DEPARTMENT OF THE TREASURY

    Mr. Allison. Thank you very much, Chair Warren and members 
Silvers, Neiman, Atkins and McWatters, for the opportunity to 
testify today.
    I will discuss Treasury's investments in Citigroup, our 
reasons for making these investments and our progress toward 
exiting them.
    In September 2008, the nation was in the midst of one of 
the worst financial crises in our history. The economy was 
contracting sharply and fear of a possible depression froze 
financial markets. The U.S. government took unprecedented steps 
to prevent the complete collapse of the financial system that 
threatened the economy. In one of the most important responses 
to the crisis, Congress enacted the Emergency Economic 
Stabilization Act, or EESA, which granted Treasury authority to 
restore liquidity and stability to the U.S. financial system 
through the Troubled Assets Relief Program. Since TARP's 
creation, Treasury has made cash investments of $245 billion in 
707 banks.
    There is broad agreement today that, because of TARP and 
other governmental actions, the United States averted a 
potentially catastrophic failure of the financial system.
    In a series of transactions under TARP, Treasury invested a 
total of $45 billion in Citigroup and agreed to share losses on 
a portfolio of approximately $301 billion of Citi's assets. In 
February 2009, Treasury announced stress tests for the 19 
largest U.S. bank holding companies to measure how much 
additional capital each institution would need in order to 
remain sufficiently capitalized if the economy were to weaken 
further. The stress test results, announced in May, indicated 
that 9 institutions had adequate capital and that the other 10 
would have capital needs totaling $75 billion. Of this amount, 
Citigroup's additional capital requirement was $5.5 billion.
    After the stress test was completed last May, Citi 
conducted a series of exchange offerings from preferred shares 
to common, and significantly improved its Tier 1 common equity. 
Treasury converted $25 billion of its preferred to common at 
$3.25 per share. Large banks have subsequently raised $110 
billion of new common equity, and $43 billion of capital in 
other forms. The banks renewed access to capital in the public 
markets has enabled them to make repayments to Treasury 
totaling $169 billion to date, representing 70 percent of all 
TARP investments in banks.
    While the financial markets have not yet fully recovered, 
conditions have significantly improved. Treasury has notified 
Congress that it does not expect to use more than $550 billion 
of the $700 billion authorized for TARP, and is terminating the 
Capital Purchase, Asset Guarantee, and Targeted Investment 
Programs.
    In December of 2009, the Federal Reserve agreed to allow 
Citigroup to repay Treasury's exceptional assistance and 
terminate the asset guarantee. To be permitted to take these 
measures, Citi--like the other institutions subject to the 
stress test--was required to have a post-repayment capital base 
at least consistent with the stress test standard, and to have 
further demonstrated its financial strength by issuing senior, 
unsecured debt for a term greater than five years and without 
the backing of FDIC guarantees.
    Today, Citigroup has repaid the $20 billion in exceptional 
assistance and has paid $2.8 billion in dividends to Treasury. 
Taxpayers have earned a profit on these investments. The 
government's contingent liability for the asset guarantee has 
been terminated at no loss to the government, in fact, 
taxpayers have made a profit from this guarantee.
    Additionally, Treasury has announced plans to divest the 
government's holdings of Citigroup's common shares in an 
orderly manner over the next 12 months. Decisive actions taken 
by the U.S. government have created a financial system far 
stronger than a year ago. However, the financial system is 
operating under the same rules that led to its near collapse. 
These rules must be changed to address the moral hazard posed 
by large, interconnected financial institutions that present 
risk to the financial system. The Administration has proposed 
comprehensive financial reforms that seek to force these 
institutions to internalize risk, remove expectations of 
government support, and protect taxpayers from having to 
finance future interventions.
    Thank you very much.
    [The prepared statement of Mr. Allison follows:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

    Chair Warren. Thank you, we appreciate your being here, Mr. 
Allison.
    I'd like to start this morning with Treasury's role in 
overseeing TARP, generally and overseeing Citi, in particular.
    On October 14th, 2008, Secretary Paulson announced the 
creation of the Capital Purchase Program and the infusion of 
cash into nine financial institutions, including Citi, and 
under the program he announced--these are the words he used--
``These are healthy institutions, and they have taken this step 
of accepting taxpayer money for the good of the U.S. economy. 
As these healthy institutions increase their capital base, they 
will be able to increase their funding to U.S. consumers and 
businesses.'' On October 28, under that program, Citi got $25 
billion and was pronounced a ``healthy institution.''
    And yet, on November 23rd, which I think is about three 
weeks and four days later, the Secretary of the Treasury said 
that Citi was--Citi and Citi alone--was in such dire straits 
that it would need an additional $20 billion, and that was, 
then, followed by another $102 billion in guarantees.
    What I want to understand is, now we describe Citi as a 
``healthy institution,'' what does ``healthy'' mean now that it 
didn't mean on October 14, 2008?
    Mr. Allison. Thank you, Chair Warren, for your question.
    Again, as you know, the Treasury does not make comments 
about the financial health of any particular institutions. In 
having the funds repaid----
    Chair Warren. I'm sorry, I was quoting the Secretary of the 
Treasury on the health of Citi and other financial 
institutions.
    Mr. Allison. I think at the time that was an extreme 
situation.. I'm not going to comment or second-guess what the 
Secretary of the Treasury at that time had to say.
    Chair Warren. So, your position is that we declared it a 
healthy institution, and now we take no position on the 
financial health of Citi?
    Mr. Allison. It's not our policy to comment on whether any 
institution presents a systemic risk or on its particular 
health.
    I might also say that, because we're a large shareholder in 
Citi at this time, as you pointed out, we can't make comments 
on the prospects of Citigroup.
    Chair Warren. But you're making the decisions at Treasury 
about Citi's backing out of the TARP program.
    Mr. Allison. I think it's very important to point out that 
that's not the case. In fact, under the law passed by Congress, 
we have no decision-making with regard to Citi's repayment to 
Treasury. That authority is given to the regulators of these 
banks. They make that determination after--as I mentioned in my 
testimony--they conduct additional tests of the capital 
adequacy of the institution that is proposing to repay. We 
then, once they've made that determination, that is, the 
regulatory agency, we have no choice but to receive the funds 
in repayment.
    Chair Warren. So, you see the role of Treasury here as 
passive on the question of Citi's financial structure? Passive 
on the question of Citi's overall economic health?
    Mr. Allison. We certainly----
    Chair Warren. Treasury is not involved in this?
    Mr. Allison. Chair Warren, we are strongly advocating 
financial reforms to prevent this situation from happening 
again, by assuring that no single institution can threaten the 
financial system.
    Chair Warren. I appreciate that, but are you telling me you 
are exercising no supervision over Citi in its financial 
operations today? No oversight of the financial health of this 
institution?
    Mr. Allison. As you know, Madame Chair, we are a very 
reluctant shareholder, as Mr. Atkins pointed out. We wish to 
dispose of those shares into the public market as soon as 
circumstances permit, in an orderly manner. We are--we have 
agreed, with Citigroup, in a contract and we've stated 
publicly, this is the general policy of the U.S. Treasury--we 
are not going to be an active shareholder, we are not going to 
interfere in the day-to-day management of these companies----
    Chair Warren. So----
    Mr. Allison. We will only vote in a proxy on certain, well-
defined, and limited circumstances.
    Chair Warren. So, the health of Citi is not your 
department. That belongs somewhere else in government.
    Mr. Allison. Again, we are concerned about the financial 
system. We're concerned that no institution should be able to 
present significant risk to the financial system, and that's 
why we're strongly advocating financial reforms that we hope 
will be enacted by Congress shortly.
    Chair Warren. Right, I understand that about going forward.
    Let me just ask one other quick question, if I can slip it 
in, and that is, under the stress test, Citi was required to 
raise $58 billion and in exchange, offered another $5.5 billion 
in fresh capital. If Citi had not been able to raise that 
money, what would Treasury have done?
    Mr. Allison. Well, I think that's a hypothetical question--
--
    Chair Warren. Yes, it is.
    Mr. Allison. Yes, it is. Citi did make these exchanges, we 
participated in that exchange, as I testified.
    Chair Warren. What would Citi have done if it could not 
have raised the money?
    Mr. Allison. I can't speculate on that.
    Chair Warren. You can't speculate.
    Mr. Allison. I can't.
    Chair Warren. About what they would have done?
    Mr. Allison. No.
    Chair Warren. All right, thank you. My time is up.
    Mr. Atkins. Thank you, Madam Chair.
    I wanted to explore a little bit about the offering that 
Citigroup did last fall, last summer, I guess it was. So, I 
just wanted to get your explanation, there was obviously, it 
looked like, not as smooth as probably either you all or Citi 
wanted it to go. So, I wanted to ask for your explanation of 
how that hiccup happened in the offering process?
    Mr. Allison. Well, again, Citi managed the offering. That 
was their decision. We did announce, at the time, that we 
intended to sell not our entire offering, but $5 billion, 
perhaps, alongside Citi's offering.
    We decided that, because of the behavior of the stock at 
that time, it was not in the taxpayers' interest to make that 
sale, on our part. As to their offering, I wouldn't comment on 
the offering. They did succeed in placing $20 billion of new 
shares, and obviously shareholders were willing to make that 
investment, in the public market. And what's really important 
is that they were setting the stage to replace government 
capital with public capital, which we think is much stronger 
capital. We don't want to be a shareholder in that company and 
we think that companies are far stronger if they're public--if 
they're financed out of the public, rather than the government.
    Mr. Atkins. Well, when we look now, then, at the situation, 
with respect to the stock and there's some 27 billion shares or 
so outstanding. The most shares of any New York Stock Exchange-
listed company that I know of and, of course, the government 
owns about 27 percent of that.
    So, have you all considered that once the lock-up period 
ends, how you will tackle such a large disposition of shares? 
Especially with the share price being below $5?
    Mr. Allison. Yes, Mr. Atkins, we've given this very careful 
thought, as you can imagine. I'm not in a position to make a 
public statement about how we will dispose of our shares--
that's not in the taxpayers' interest--but I can assure you 
that we've looked at many different alternatives and consulted 
widely, and we will be making our decision apparent over time.
    Mr. Atkins. So, you intend to hold, perhaps, a number of 
offerings rather than one?
    Mr. Allison. As much as I'd like to be responsive to your 
question, I don't think it's in the taxpayers' interest to do 
so, sir.
    Mr. Atkins. No, I agree. Okay.
    Well, as far as, then, your involvement with respect to 
management and the Board of Citigroup, could you sort of 
explain to me how often you have contacts and what sort of 
contacts those are?
    Mr. Allison. We have contacts with Citi as we do with many 
other banks. We are taking a very limited role as an investor. 
We are not getting involved in the day-to-day management of 
Citigroup. Instead, we will only be active as a shareholder in 
voting for Directors, in voting on major corporate events, in 
voting on issuance of significant new shareholdings in major 
asset sales, in changes in by-laws or charter. Other than that, 
we intend to act as any public shareholder.
    Mr. Atkins. Well, when we had a hearing last week with 
respect to GMAC and when the government took the position in 
GMAC which, of course, was declared to be a bank holding 
company, they took seats on the Board and are increasing the 
number of seats because of the amount of the holding has 
increased in GMAC. Citigroup is, of course, in a different 
position, although two Board members have recently announced 
are leaving the Board. Is there any plan for the government to 
have members of the Board?
    Mr. Allison. We have the right and the ability to vote on 
Directors and that's the position that we'll take at the 
appropriate time.
    Mr. Atkins. So, you have no plans to put a government 
representative on the Board?
    Mr. Allison. No, I would note that Citigroup's Board has 
changed significantly in recent times. In response, I presume, 
to this crisis.
    Mr. Atkins. But that was not due to government prompting 
or----
    Mr. Allison. I cannot comment on that, and I don't have 
that information.
    Mr. Atkins. I see. Okay.
    My time is up, thank you.
    Chair Warren. Mr. Silvers.
    Mr. Silvers. Thank you.
    Assistant Secretary Allison--I'm somewhat disappointed by 
the way in which you appear to be narrowing your testimony in 
response to questions from the chair. I'm looking at your 
written testimony and I want to make sure that I--it appears to 
me that the statement--the statement on page three of your 
written testimony--in relation to Treasury's investments in 
Citigroup--that Treasury believed its actions were warranted 
and necessary, that represents the taking of a position on 
several questions related to Citigroup. So, I'm going to try to 
unpack what I believe the position you're taking is.
    For starters, would you concur with the statement that in 
November of 2008, Citigroup was a systemically significant 
financial institution?
    Mr. Allison. I would.
    Mr. Silvers. You would. Okay. So, at least we've 
established something, here.
    Mr. Allison. We have.
    Mr. Silvers. Secondly, would you concur with the statement 
that on November 21st, 2008, Citigroup was a failing 
institution?
    Mr. Allison. I think that the entire banking system was at 
risk. Virtually all major banks were having difficulty, or 
would have had difficulty, funding themselves. I think that 
that was probably the most significant financial crisis the 
country has faced.
    Mr. Silvers. Assistant Secretary, did any other financial 
institutions contact the Treasury Department on November 21st, 
2008 and express the view that they were going to fail within a 
week?
    Mr. Allison. Mr. Silvers, I was not there at the time, I 
cannot comment on that.
    Mr. Silvers. Okay, can you check the phone records, perhaps 
and see if anyone else happened to have made such a call?
    Mr. Allison. We'll be happy to respond to your question, 
yes, sir.
    Mr. Silvers. There is now voluminous press and I think, 
now, book accounts and--for all I know--songs and TV shows in 
which this, what I just stated to you, has been asserted. Do 
you have any reason to believe that Citigroup did not do that?
    Mr. Allison. I have no reason to believe, either way. I 
have no knowledge of it, and therefore I cannot comment, but we 
will respond to your question.
    Mr. Silvers. Well, you said the entire financial system was 
failing. Do I interpret that to mean that you agree that 
Citigroup was failing on that date?
    Mr. Allison. I believe that incredibly strong action was 
necessary at that time to prevent a catastrophic failure----
    Mr. Silvers. But Mr. Assistant Secretary, that's not my 
question. My question is--and I don't disagree with you, by the 
way, that strong action was needed at the time, and during that 
period. But I'm asking you, was Citigroup a failing 
institution? This, clearly, can't be that complicated a 
question to answer.
    Mr. Allison. I'm trying to comment on the broader issue, 
and----
    Mr. Silvers. But I'm not asking you about the broader 
issue, I'm asking you about a specific firm.
    Mr. Allison. Yes.
    Mr. Silvers. The subject of this hearing.
    Mr. Allison. I'd like to respond to your question, if I 
may.
    Mr. Silvers. Sure.
    Mr. Allison. I think that Citi, and a number of other 
banks, many banks, would have been on the brink of failure had 
the system not been underpinned by actions of the government--
including the Federal Reserve and the U.S. Treasury.
    Mr. Silvers. But no other--the Treasury Department took the 
type of systemic action that you're talking about, truly 
systemic action, a month earlier.
    Mr. Allison. Yes.
    Mr. Silvers. And, as you note, the Fed took certain other 
actions, but a unique step was taken that week with respect to 
Citi.
    Mr. Allison. In the case of Citi in that week, what action 
was taken. Citi was in a position where it was--and it did 
communicate this to Treasury, I know this--that they could have 
difficulty funding themselves at that time. Their debt spreads 
had widened considerably, and so, in the opinion of their 
management, they were facing a very serious situation.
    Mr. Silvers. These sound like euphemisms for ``failing.'' I 
don't understand, frankly, and I have the greatest respect for 
you and the work you've done with the TARP, and I don't mean to 
be taken in any other way, but I do not understand why it is 
that the United States government cannot admit what everyone in 
the world knows, which is that, in that week, Citigroup was a 
failing institution. And I don't understand why--since no one 
denies that they called the Treasury Department and asked for 
extraordinary aid and said, effectively, they would run out of 
cash, why it is that we can't all agree that they were failing. 
Can you explain to me why that is?
    Mr. Allison. I'm not trying to take issue with your 
characterization.
    Mr. Silvers. Okay, let's move on.
    Mr. Allison. What I'm trying to do is to describe what the 
actual situation was.
    Mr. Silvers. Well, we agree, then that they were failing. 
So, they were a failing systemically significant institution. 
We've established that much.
    Now, can you explain why they were not placed in the 
program that Treasury had at the time--and again, I know that 
you weren't there but you devoted a substantial part of your 
written testimony to defending these actions. Can you explain 
why a systemically significant failing institution was not 
placed in the Systemically Significant Failing Institutions 
Program?
    Mr. Allison. There was a program, a Targeted Investment 
Program and----
    Mr. Silvers. But, Mr. Assistant Secretary, that program did 
not exist on that date.
    Mr. Allison. Well, I don't have the details on the 
particular circumstances around that investment. It's my 
understanding that that investment--if you're talking about the 
additional $20 billion--was characterized as part of the 
Targeted Investment Program. I'd be happy to look at that, 
too----
    Mr. Silvers. Six weeks after it was made, Mr. Secretary.
    Mr. Allison. Right.
    Mr. Silvers. Can I just--I know my time is expired, if you 
can indulge me for five more seconds, or 10 more seconds--I 
just find it--I find it extraordinary that it's not possible to 
simply have a straightforward conversation about this.
    Mr. Allison. I'm trying to--Mr. Silvers, at the time I was 
not there.
    Mr. Silvers. I know you weren't there. I don't understand 
why, then, you're so protective of decisions that I don't think 
make any sense.
    Mr. Allison. I don't think I'm being protective, I'm trying 
to describe what I know, sir.
    Chair Warren. Thank you.
    Mr. Allison. In a factual way and not a normative way.
    Chair Warren. Thank you, Mr. Allison.
    Mr. McWatters.
    Mr. McWatters. Thank you.
    Mr. Allison, do you have any reason to anticipate that 
Citigroup will require additional TARP funds?
    Mr. Allison. None.
    Mr. McWatters. I'm sorry, I don't understand your response. 
No more TARP----
    Mr. Allison. I have no reason to expect, and we have no 
plans whatsoever to make further investments in Citigroup.
    Mr. McWatters. Fair enough.
    On a fair market value basis, after considering contingent 
liabilities, do you believe Citigroup today is solvent?
    Mr. Allison. Again, we rely on the determinations by the 
regulator which, I know, carefully reviewed their financial 
situation before they agree to permit repayment to the Treasury 
Department by Citigroup.
    Mr. McWatters. That sounds like yes.
    Mr. Allison. I make no comment, as I mentioned before, 
about the state of Citigroup. We, as a shareholder, cannot 
comment on their condition or their prospects.
    Mr. McWatters. Let me ask this--if the stress tests were 
conducted again today, using current economic conditions and 
the expectation of future economic conditions, would Citigroup 
be required--most likely be required--to raise additional 
capital?
    Mr. Allison. That would be a determination by their 
regulators, not by the Treasury Department.
    Mr. McWatters. So, what do you think?
    Mr. Allison. I would like to be as forthcoming with you as 
I can. I am here to provide you with information. We cannot 
make a comment on the Citigroup's prospects or their financial 
condition, as a shareholder in Citigroup at this time, and as 
an institution that is not their regulator.
    Mr. McWatters. But after the taxpayers invested $45 
billion, $300 billion guarantee, your answer is the financial 
equivalent of the Fifth Amendment? I mean----
    Mr. Allison. No, sir. What I would point out is that 
Citigroup has repaid the U.S. Treasury $20 billion and we have 
terminated that guarantee for $301 billion----
    Mr. McWatters. Yes.
    Mr. Allison. So, today we are a shareholder in Citigroup, 
only.
    Mr. McWatters. Which is the reason I ask----
    Mr. Allison. Yes, sir.
    Mr. McWatters [continuing]. If they're solvent, and whether 
you anticipate additional money will be required from TARP?
    Mr. Allison. I've said that, we don't anticipate any 
additional money will be required from TARP. We have no plans 
in that regard, we are intending to dispose of our investments 
in Citigroup, as rapidly as we responsibly can.
    Mr. McWatters. What do you anticipate the exit strategy 
will be?
    Mr. Allison. Again, as we said, we intend to dispose of our 
holdings in a responsible, careful manner within the next year.
    Mr. McWatters. Okay.
    Have you thought about completing another round of stress 
tests under current economic conditions?
    Mr. Allison. We, again, understand and know that the 
regulators are carefully monitoring these banks. It is not our 
role to perform stress tests of the banks, that's done by the 
regulators in close consultation with those banks.
    Mr. McWatters. But have you thought about the issue? Have 
you made a recommendation? Do you think the stress tests should 
be run again? Or is everything okay?
    Mr. Allison. We believe that the financial system is in far 
better shape than it was before, evidence of that is the fact 
that banks have been able to raise substantial amounts of 
equity, and also have been raising debt funds without 
government guarantees. And therefore, as we look forward--as I 
testified--while we still see some problems in the financial 
system, it's far stronger than it was a year ago.
    Mr. McWatters. Have the current stress tests been audited 
by GAO? Are they in the process of being audited?
    Mr. Allison. I don't know whether GAO has audited those 
stress tests. We will get back to you on that question.
    Mr. McWatters. Okay. And I would like to know when you 
expect the results of the audits, what you anticipate they will 
say and whether or not there was an understatement of required 
capital?
    Mr. Allison. Again, I can't speak for other agencies of the 
U.S. government.
    Mr. McWatters. I understand.
    I have a short time left, but why, specifically, do you 
think that Citigroup needed to be bailed out? What happened? 
What was the problem? And again, as I said in my opening 
statement, it wasn't branch banking, it wasn't credit cards, I 
think, it was something else. What was that, and has it been 
fixed?
    Mr. Allison. Well, I think what we saw was a great deal of 
risk in the financial system at that time. It became quite 
evident as the markets began to seize up that these 
institutions were facing large exposure in a variety of ways, 
and that their capital could be rapidly depleted, which led to 
the TARP program, where Congress itself agreed that this was an 
unprecedented crisis, and that the U.S. government would have 
to step in to provide support.
    Mr. McWatters. Okay, my time is up.
    Chair Warren. Superintendent Neiman.
    Mr. Neiman. Thank you.
    Mr. Allison, as you know, on our next panel, we're all 
going to be hearing from one of the largest banks in the 
country and one of the largest TARP recipients. I'd like to 
explore with you, during my time, the dynamics around large 
banks, both in terms of current market conditions, and the 
future direction of TARP?
    So, the question is, how do you view the trend of 
repayments from Citi, but also the larger institutions that 
have repaid TARP funds? And, specifically, how much of it 
reflects a return to health and how much of it reflects--or is 
a reaction against programs, standards, or the stigma of 
participating in TARP.
    Mr. Allison. Well, first of all, we are pleased to see that 
large banks have succeeded in raising substantial amounts of 
equity capital in the public markets, and that they are 
replacing government capital with public capital, to the point 
we've now received back 70 percent of the government's 
investment in banks at a significantly profit to the U.S. 
taxpayers. And, as they replace government capital with public 
capital, the quality of that capital is certainly far better, 
and it provides a base for them to do additional capital 
raises, going forward.
    So, we are highly encouraged and pleased by the progress 
that has been made in these banks recapitalizing themselves in 
the public market.
    Mr. Neiman. So, does that return of capital--and in many 
cases, profitability--does it reflect a return to sustainable 
profits in their business model? Or do you see it as a 
reflection of temporary trading gains that may possibly be 
masking continuing weaknesses and losses in loan portfolio?
    Mr. Allison. Well, we look at their capital ratios--the 
large banks have shown material improvement in the Tier I and 
equity ratios, which is the most important type of capital. And 
they're able to raise funding in the markets--the markets are 
observing the health of these banks, and what we're seeing is 
evidence--through these capital raises--of greater public 
market confidence in the health of these banks.
    Mr. Neiman. And what does it say about the quality of the 
earnings? Is that sustainable as to where it's coming from? And 
to the extent that it's coming from lending versus trading, I 
think is an important factor.
    Mr. Allison. Well, again, if I start commenting on earnings 
streams, some may interpret it as my commenting on Citigroup, 
and I've got to be extremely careful.
    Mr. Neiman. Right. Let's talk more broadly, because we do 
have metrics.
    Mr. Allison. Yes.
    Mr. Neiman. And I think some of the more important ones are 
those that have come out of the Federal Reserve, the 
quarterly--from the FDIC on lending statistics--their last 
quarterly banking report, issued last week, shows historic 
drops in lending levels. In fact, it's the largest yearly 
decline since the FDIC was created. How would you analyze and 
interpret this data regarding decreased lending levels. Does it 
show a significant lack of progress in financial stability, or 
other factors, in your interpretation?
    Mr. Allison. Well, there are many possible reasons for the 
decline in lending and this has been widely discussed.
    It can be due to a natural caution, during a recession, on 
the part both of borrowers and lenders. And, as I'm sure you 
know, we have announced a program to provide--to make 
available--additional capital to mid-sized and small banks who 
do outsized amounts of lending to small businesses around the 
country. We're going to announce a $30 billion program, we're 
hoping to get congressional approval for aspects of that 
program, and to move it forward as rapidly as possible. And 
that program is geared to lending, because it will--it provides 
for sharp reductions in dividend payments to Treasury on the 
part of banks that lend materially more than they are today.
    Mr. Neiman. One more question on metrics--one of the 
important metrics that we have used is the Treasury's monthly 
snapshot of the largest banks who have been reporting.
    Mr. Allison. Yes, yes.
    Mr. Neiman. As I look at the data, most recently, of 
February 16th, the snapshot now only reflects 11 institutions, 
because it no longer contains institutions that have repaid 
TARP funds, and I think in this report it was, ``Have repaid in 
June of 2009.''
    Mr. Allison. Yes.
    Mr. Neiman. I think that will have limited, continued 
limited usefulness, this data, as we go forward, to the extent 
that institutions are excluded from the report. Is there any 
consideration of expanding it? I could see continuing asking 
institutions to continue to report, despite the fact that TARP 
funds may have been repaid.
    Mr. Allison. Yes, yes. In fact, when the banks began to 
repay last summer, we called the banks that were repaying and 
requested that they continue to report through the end of this 
year, and they all agreed to do that. We'll be happy to take 
your question under consideration.
    Mr. Neiman. Yes, I think early on we've even encouraged 
expanding it more broadly----
    Mr. Allison. Yes, yes.
    Mr. Neiman. And we'd be very concerned to the extent that 
it is limited.
    Mr. Allison. Yes. Thank you.
    Mr. Neiman. Thank you.
    Chair Warren. Thank you.
    Mr. Neiman. My time is expired.
    Chair Warren. Thank you.
    Thank you, Superintendent Neiman.
    So, I was struck by your comment, Assistant Secretary 
Allison, that the taxpayers made a profit on your deal with 
Citigroup, that Citi has a too big to fail guarantee, that is 
very valuable right now. It shows up in their credit rating 
that the American taxpayer will not let them fail. What is Citi 
paying the taxpayers for that guarantee?
    Mr. Allison. First of all, there is no too big to fail 
guarantee on the part of the U.S. government. And I can't 
account for any statement that some outside agency may make.
    We intend, as I mentioned, to dispose of our shares in 
Citigroup as soon as possible.
    Chair Warren. Mr. Allison, I understand that. But the 
question I'm asking, the market clearly perceives that there is 
a too big to fail guarantee, and the market is rating Citi 
higher because of that. That gives Citi an advantage in raising 
capital, that is very valuable to Citi and it is potentially 
very costly to the American taxpayer, and I want to know if the 
American taxpayer gets paid for that.
    Mr. Allison. Well, really what you're pointing out is the 
need for re-regulation of the financial system.
    Chair Warren. I understand that.
    Mr. Allison. Because it's essential that no institution is 
viewed----
    Chair Warren. I will take that as a no, that we are not 
being paid for the guarantee that we are----
    Mr. Allison. There is no guarantee of that institution, or 
any other institution.
    Chair Warren. I will take that as a no.
    So, let me ask, you said we have no more plans to put TARP 
funds into Citigroup. Part of the reason that Citigroup had to 
be bailed out stemmed from the difficulty of untangling the 
operations and counterparty risks around the world. So, what 
I'd like to know is, how has Treasury managed systemic risk 
questions posed--not just by Citigroup--but by all of the large 
companies, but particularly by Citigroup in consultations with 
your regulatory counterparts around the globe? What are you 
doing about that? Are we any safer than we were a year ago?
    Mr. Allison. There are continuous conversations with 
financial leaders around the world and I think you've seen them 
say that there's closer coordination today and much better 
communication.
    Chair Warren. Well, I'm glad that there may be more 
coordination, let me ask it in the more specific, perhaps, with 
respect to Citi. Are you making any effort to separate Citi's 
activities, it's counterparty risks and operations around the 
world, that we say could cause systemic failure? Are we making 
any effort to segregate that, say, from their trading activity 
that's a fairly high-risk undertaking?
    Mr. Allison. Again, as you know, we've made many statements 
and taken the initiative to request major changes in financial 
regulation in this country which could address a number of 
those issues.
    For example, insisting on capital adequacy, comprehensive 
oversight of these institutions, and very important, a 
resolution authority so that no institution and--the government 
should not be put in the position of having to take over an 
institution, or to somehow support it.
    Chair Warren. Mr. Assistant Secretary?
    Mr. Allison. Yes.
    Chair Warren. I appreciate the need for reform of the 
financial system. And looking forward, I think that's exactly 
what we have to do. The question, however, is that we have a 
system in place right now. Treasury came to the United States 
Congress and said, in October of 2008, ``We have to have $700 
billion or the economy will fail.'' One of the specific 
problems is that Citi had this deeply intertwined, overseas 
operation that, we were told, as a people would, if we tried to 
unravel it, cause a systemic shutdown in economic markets. The 
results would be catastrophic. And that was one of the 
principle reasons that the American Congress went along with 
the TARP bailout.
    So, my question is, what are you doing about that now? What 
are you doing to isolate the part of Citi, and Citi's 
operations that could cause systemic failure if they go down 
from Citi's other high-risk undertakings? For example, their 
trading activities?
    Mr. Allison. Yeah. Well, as you know, there is the Volker 
rule that is being discussed today----
    Chair Warren. Well, you're talking to me about the future. 
And the future you're talking about is one that puts it back on 
Congress to change the laws----
    Mr. Allison. Let me----
    Chair Warren. I'm in favor of that, Mr. Assistant 
Secretary.
    Mr. Allison. Yes.
    Chair Warren. But we have to survive day-to-day and it is 
Treasury who is responsible. We don't want you back here asking 
for money.
    Mr. Allison. Chair Warren, we totally share your concerns. 
And that is why we are advocating that reform be initiated and 
passed as rapidly as possible.
    Chair Warren. I'm going to do this one more time.
    Mr. Allison. Please do.
    Chair Warren. Please don't tell me about advocating change 
for the future. What I'd like to know is what are you doing to 
manage the risks that are in front of Citi and facing the 
American people, right now?
    Mr. Allison. Well, Citi, again, is under regulatory 
oversight--comprehensive regulatory oversight--and the 
regulators are responsible for assuring that Citi is being 
properly controlled and that it has adequate capital.
    Chair Warren. Are you telling me there are no efforts to 
segregate the risky activities from the systemically critical 
activities?
    Mr. Allison. We are not involved in managing Citi on day-
to-day basis. And the regulators oversee Citigroup, I think 
that's a question you might ask Mr. Pandit when he comes here, 
shortly----
    Chair Warren. Good idea.
    Mr. Allison [continuing]. Finish.
    Chair Warren. All right, thank you.
    I apologize to my panelists for going over.
    Mr. Atkins.
    Mr. Atkins. Thank you very much.
    I just have a couple more questions, here. One with respect 
to--there was an interesting article by Reuters yesterday about 
a small Midwestern bank called Midwest Bank Holdings--this is a 
little bit off-topic, but it will get back to on-topic in a 
second. I just want to read it here: ``The small Midwestern 
bank has negotiated with the U.S. Treasury for the taxpayers to 
essentially buy the bank's shares at an above-market value 
price in an unusual transaction reflecting how the government's 
bank investments are entering a new phase. Midwest Bank 
Holdings agreed to swap $84.8 million of preferred shares that 
it sold to the U.S. government in 2008 for securities that will 
convert to about only $15.5 million of common shares, roughly 
an 80 percent loss to taxpayers.'' And it quotes hedge fund 
managers; there's a lot of funny stuff going on, here.
    In Section 101 of ESSA, it basically says that, ``The 
Secretary shall take such steps as may be necessary to prevent 
unjust enrichment of financial institutions participating in a 
program, including by preventing the sale of a troubled asset 
to the Secretary at a higher price than what the seller paid to 
purchase the asset.'' So, I was wondering if you can elucidate 
us with respect to this particular transaction. Does this 
portend a change with respect to Treasury's view of the assets 
that it holds under TARP as they remain?
    Mr. Allison. As we looked at the situation of Midwest Bank, 
we determined that the best way to protect the taxpayers' 
investment would be to convert our position into mandatory 
convertible preferred on the condition that the bank raise 
additional capital--a substantial amount of additional capital 
from public sources. So, this is all about protecting the 
taxpayers' interests and preventing, we hope, further erosion 
in our position with that bank.
    Mr. Atkins. Okay, so again, I know you said that you can't 
really speculate with respect to Citi, and again, we have a 
huge interest in that particular company and a huge number of 
shares are outstanding. So, you might consider other sorts of 
situations like this that might convert what we currently hold 
into other sorts of security interests in the company?
    Mr. Allison. Well, our interests are protecting taxpayers 
and their investments. And there may be situations where we 
will look at what we might do in the way of protecting 
ourselves through a structured recapitalization that we might 
participate in, but in each one of these cases, we're guided by 
what's in the taxpayers' interests.
    Mr. Atkins. Okay, so that gets me back to some of the other 
things that the Administration is doing and whether or not 
that's really in the best interest of the taxpayers and the 
shareholders in this case, of Citigroup. And you mentioned, the 
so-called Volker Rule--which I guess I saw a report that formal 
language was sent up to the Hill today--what effect will that 
have on my interest as a taxpayer in Citi as a shareholder, or 
elected shareholder, at that, to the profitability of Citigroup 
and its businesses?
    Mr. Allison. Well, again, I think that's a question better 
asked to the CEO of Citigroup and again, I cannot comment on 
potential impacts on the company in which we hold a large 
investment.
    Mr. Atkins. Okay, well it seems to me that the government's 
giving with one hand and taking with another, including now, 
with respect to the resolution authority that you were talking 
about, the Administration--and you note this in your 
testimony--that, ``The Administration's proposals provide this 
resolution authority subject to strict governance and control 
procedures with losses absorbed, not by taxpayers, but by 
equity holders, unsecured creditors and, if necessary, through 
a fee on other major financial institutions, similar to the 
Financial Crisis Responsibility Fee.''
    So, first of all, aren't proposals like these actually 
putting additional costs and burdens on banks at a time when 
ensuring that banks are sufficiently capitalized should be 
priority one?
    Mr. Allison. Well, we think that these measures are called 
for given the circumstances that the taxpayers have faced. We, 
by the way, intend as the Secretary of the Treasury has 
announced, to get back every penny that we have invested 
through TARP, and the Financial Crisis Responsibility Fee is 
one way of doing that.
    We would also point out that many of these institutions 
have paid very large bonuses. They can afford, we think, to 
reimburse the taxpayer.
    Mr. Atkins. Well, unfortunately, they also have to run a 
business, as well. But, anyway, my time is up. We'll get into 
that later, thank you.
    Chair Warren. Thank you, Mr. Atkins.
    Mr. Silvers.
    Mr. Silvers. It might be helpful, Mr. Assistant Secretary, 
if we try to clarify what the taxpayers' interest is, here, in 
light of my colleague's question.
    First, let me turn to what may be a painful subject, do you 
agree that Citigroup today is a systemically significant 
institution?
    Mr. Allison. Again, Mr. Silvers, with all respect, we 
cannot comment on a judgment about whether they're systemically 
significant.
    Mr. Silvers. But you agree that they were systemically 
significant in fall of 2008, though?
    Mr. Allison. The determination was made at that time that 
they were systemically significant.
    Mr. Silvers. I see. Your written testimony appears--you're 
not going to answer that question frontally, I'm going to infer 
from your written testimony that you believe that. If you wish 
to tell me that you don't, that's fine. But let's start with 
that.
    It would appear to me that the United States--as has been 
frequently noted--is a 27 percent common stockholder in 
Citigroup and that that's a significant financial interest of 
the public at this point. I assume you agree with that?
    Mr. Allison. I do.
    Mr. Silvers. All right.
    It would also appear that there was at least a significant 
probability, based on historical events that we are some sort 
of guarantor of Citigroup's obligations, in light of the fact--
I think that we agree--that we did not allow Citigroup to 
default on those obligations multiple times in the past, and 
most recently a year or so ago.
    You're free to disagree with me, I don't expect you to 
confirm what I just said.
    Mr. Allison. Well, we did guarantee a part of their assets 
for a period of time and we were well-compensated for doing 
that.
    Mr. Silvers. Right. I'm suggesting that we have a broader, 
somewhat ill-defined guarantee. Certainly the credit markets, 
or at least credit market analysts, believe that to be the 
case.
    So, we're not in the position, as my colleague would appear 
to suggest, of being simply a stockholder in Citigroup.
    And then, finally, if we believe that there is, at least, a 
possibility that Citigroup will turn out to be systemically 
significant today, as it was in 2008, there's an even larger 
interest at play, here. Would you disagree that that's, at 
least, a possibility? That there is a systemic interest, here, 
that the taxpayer has?
    Mr. Allison. Well, first of all, let me say again that the 
purpose of the regulatory reform initiative is to assure that 
no institution could infer, or the public can infer, that 
there's some type of implicit guarantee of a financial 
institution by the U.S. government. We want to remove that 
possibility.
    Mr. Silvers. But as our chair has commented, 
unfortunately--I think you and I agree--unfortunately, this 
reform has not passed, and today we live in a ``reformless'' 
world.
    Mr. Allison. Yes.
    Mr. Silvers. And, I gather, at least one of my colleagues 
would prefer to keep it that way, that we live in a 
``reformless'' world. But, that's how Treasury has to function 
in that arena.
    It seems like the public has three interests at play at 
Citi. My question to you is, what strategy does Treasury pursue 
in the light of these three, somewhat conflicting, interests?
    Mr. Allison. Well, again, our strategy as a shareholder in 
Citigroup is, first of all, to dispose of our investment as 
rapidly as we can in a responsible way.
    Second, not to get involved in the management of the 
company. We don't believe that is in the shareholders' 
interests, or in Treasury's interests. We are casting our 
involvement very narrowly as a voting shareholder, and voting 
only on certain items in a proxy statement.
    So, we think that the best thing that we can do is two-
fold: one, exit that investment as rapidly as we responsibly 
can, and second, push hard for financial reform--let me say it 
again--to make sure that the U.S. taxpayer is never again put 
in a situation like we face today with Treasury owning 27 
percent of Citigroup.
    Mr. Silvers. Can I turn to a different matter, then, as my 
time is about to run out?
    I alluded in my opening statement to the fact that common 
stockholders of Citigroup have been, over time, diluted.
    Mr. Allison. Yes.
    Mr. Silvers. And largely as a result of actions taken by 
this Administration over the last 12 months, although not 
exclusively--there was a little bit of dilution involved in the 
initial, suspect transaction. However, it appears to me that 
there's substantial differences, nonetheless, between AIG--what 
I find to be the inevitable comparison in terms of a 
systemically significant failing institution--the dilution 
there, and the dilution in Citigroup. And I would like to ask 
you to provide us with your comparative analysis of the 
dilution in the two scenarios, and in particular, your analysis 
of the effect of the difference between what happened in AIG, 
where the Treasury came in with debt financing, entirely, 
senior to the common stockholders and then took a large common 
position through warrants, and the Citi situation in which 
preferred stockholders were converted into common, and thus, 
essentially more cash was put in pari passu with the common? 
Obviously, I'm not asking you to answer that question now, but 
I'd like an apples-to-apples comparison of the dilution in the 
two firms as of today.
    Mr. Allison. Well, first of all, AIG received assistance in 
the fall of 2008. The Federal Reserve actually made the bulk of 
that investment, and the Federal Reserve owns preferred shares, 
voting shares, that control about 80 percent of the voting 
rights, in my understanding.
    And Citi, on the other hand, we made these preferred 
investments in Citi, as you well know, and we had an exchange 
last summer as part of a number of exchanges of preferred for 
common that were done at the time to bolster Citi's tangible 
common equity ratio.
    So----
    Chair Warren. Let me stop you there, Mr. Allison.
    Mr. Allison. Yes.
    Chair Warren. We'll come back to this----
    Mr. Allison. Fine.
    Chair Warren [continuing]. And we'll permit--we'll keep the 
record open so that you can add more detail on this.
    Mr. Allison. Thank you.
    Chair Warren. Thank you. I just want to be disciplined 
about time.
    Mr. McWatters.
    Mr. McWatters. Thank you.
    Mr. Assistant Secretary, during calendar year 2009, did 
TARP recipients sell any mortgage-backed securities to either 
the Fed, the Treasury, or Fannie or Freddie?
    Mr. Allison. I don't have an exact answer for that, Mr. 
McWatters, I'd be happy to get it for you.
    Mr. McWatters. If you'd look into that, and also look 
into----
    Mr. Allison. Sure.
    Mr. McWatters [continuing]. The price that was paid?
    Mr. Allison. Alright.
    Mr. McWatters. Was it fair market value at the time? Was it 
par or something in excess of fair market value, is what I'm 
interested in knowing.
    Mr. Allison. Okay.
    Mr. McWatters. What actions has Citi taken again, 
specifically, to negate the too big to fail problem? So we're 
not having this discussion again in five years?
    Mr. Allison. Well, may I respectfully ask that you pose 
that question to Mr. Pandit, who is the CEO? I think he's in a 
better position than I to describe the actions they're taking 
internally.
    Mr. McWatters. I know, but I suspect that you talk with him 
on occasion?
    Mr. Allison. Actually, I have not talked to Mr. Pandit 
about this matter, no.
    Mr. McWatters. Okay. How did Citi employ the $45 billion of 
taxpayer funds?
    Mr. Allison. Those funds were for general corporate 
purposes--they were part of the capital of Citigroup. That 
entire program was designed to provide additional capital to 
banks.
    Mr. McWatters. Okay. Does Citi use its retail or commercial 
bank deposits to finance proprietary trading activity?
    Mr. Allison. Again, I'd ask you to direct that question to 
Mr. Pandit. I don't have that information.
    Mr. McWatters. But this has been alleged as one of the 
causes of the financial crisis, and so it's not a question 
you've asked?
    Mr. Allison. No, it's not.
    Mr. McWatters. Okay.
    Do you have a view as to how the activity of short-sellers 
in the last quarter of 2008 affected the financial crisis and 
affected Citigroup?
    Mr. Allison. I don't have that information, sir.
    Mr. McWatters. Okay.
    Any views as to how the mark-to-market accounting rules, 
particularly how they were revised in April of 2009, affected 
Citigroup's financial reporting?
    Mr. Allison. Again, I think you'd have to ask the CEO.
    Mr. McWatters. So, these are questions you've just not 
thought about or not--even though these are not obscure 
questions about short sellers and mark-to-market and the like?
    Mr. Allison. Yes. The role of my area in Treasury is to 
manage the taxpayers' investments and to retrieve those 
investments as rapidly as we responsibly can.
    Mr. McWatters. Okay.
    I can anticipate the response to this question. It has been 
alleged that Goldman Sachs, among others, sold collateralized 
debt obligations to investors, while at the same time betting 
against--or selling short--those same securities. Are you aware 
that Citi is engaged in any of that activity?
    Mr. Allison. I'm not.
    Mr. McWatters. Okay.
    What is your view about the effect the implicit guarantee 
from the taxpayers has had on the competitors of Citigroup?
    Mr. Allison. Well, let me say, again, there is no 
guarantee, today, of Citigroup or any part of Citigroup on the 
part of the U.S. government.
    Mr. McWatters. Well, I said implicit guarantee, not 
explicit.
    Mr. Allison. Well, I'm not sure I can comment on what 
``implicit guarantee'' means. I'm trying to be as precise as I 
can.
    Mr. McWatters. Okay, fair enough. But, so as far as you 
know, it has had no effect on competitors that--let me ask you 
this way, is Citi, today, too big to fail? If the answer is, 
``No, it can fail and be liquidated,'' then I would say it 
would have no effect on competitors. But, I mean, is Citi too 
big to fail today?
    Mr. Allison. Again, as I've testified and as I've said 
before, I can't comment on the condition of Citigroup since the 
U.S. Treasury is a major holder of their shares.
    Mr. McWatters. Okay, my time is nearing the end, so I will 
stop there.
    Chair Warren. Thank you, Mr. McWatters.
    Superintendent Neiman.
    Mr. Neiman. Thank you.
    I intend to ask Mr. Pandit about their progress in 
preventing foreclosures. I'm going to be particularly 
interested in their modification process and particularly 
around conversions from trial modifications to permanent 
modifications. And I think this is more than just a process 
question. I think some people tend to forget that the reason we 
are in this financial crisis is because of the foreclosure 
crisis. And until we solve the housing and foreclosure crisis, 
we will never be assured of financial stability. So, I think it 
is an important part of this hearing, and an important part of 
the TARP program. Can you share with me your assessment of 
Citi's performance under the HAMP program?
    Mr. Allison. Yes, sir. Like other banks, we think they got 
off to a pretty slow start. They have picked up speed, actually 
Citi has today offered trial modifications or made final 
modifications to about 60 percent of the eligible mortgages in 
its portfolio which, I believe, ranks it number one in terms of 
their progress. Nonetheless, they still have a long way to go. 
And we are actively involved with Citi and the other major 
banks which hold the bulk of these mortgages to make sure that 
they are reviewing those portfolios, identifying eligible 
homeowners and offering them trial modifications and final 
modifications as soon as possible.
    I should also point out that, today there are about 1.7 
million people, we estimate, who are eligible for modifications 
under the HAMP program, and the servicers have extended offers 
to about 1.3 million, there are over 1 million trial 
modifications in place today that are saving homeowners over 
$500 a month.
    Mr. Neiman. So, thank you for raising that, because due to 
the Treasury's extension of that 3-month period by which 
borrowers have to make payments before they are converted from 
a trial modification to a permanent modification, that 
extension expired at the end of January. So, we are anxiously 
all awaiting the numbers that could even approach a half a 
million individuals who we are awaiting to see whether they 
were offered a permanent modification, whereas if they were 
denied, what is the result of that appeal process? Any 
expectations of what we may hear from Citi? And I certainly 
intend to ask Citi----
    Mr. Allison. Yes.
    Mr. Neiman. And if you can't answer that----
    Mr. Allison. Yes.
    Mr. Neiman. Can you give us some idea--we expect that this 
data will come out in the next week or so, if you can give us 
some idea of what our expectations may be with respect to that 
data?
    Mr. Allison. Well, again, we're looking forward to the 
release of the monthly data for January--I'm sorry, February--
and there was progress being made in the trial modifications, 
considerable progress. And this will be taking place in the 
weeks to come, as well, and also there are rights for 
homeowners who are denied to appeal their denials, as well. So, 
we tried to make this program as simple today, as transparent 
as possible. We have been working very closely with the leading 
servicers, especially, to assure that they are moving as 
expeditiously as they can, and they have the resources, also, 
to make decisions as rapidly as possible. We know these 
homeowners are waiting. In the meantime, though, they're still 
saving an average of over $500 a month and we are----
    Mr. Neiman. To the extent that they are denied a permanent 
mortgage conversion, there's a question of whether they would 
have been better off pursuing another alternative, whether 
short-sale and looking to rent, as opposed to staying in a 
trial modification for three, four, five, six months.
    Mr. Allison. Yes.
    Mr. Neiman. I do want to--because in recognition of the 
challenges in converting and those low conversion rates, you 
have announced a new system starting June 1.
    Mr. Allison. Yes.
    Mr. Neiman. One that would require documentation up front. 
And I think there are certain benefits to that. But do we run a 
risk of shifting the problem? Yes, we will have higher 
conversions, but will we have fewer people entering the process 
unless we really modify those documentation requirements?
    Mr. Allison. I think that's a good question, it's one we'd 
be concerned about, as well. And that's why we've tried to 
simplify the documentation requirements and also, we provide 
the documents that a homeowner may need, on our website, as 
well as voluminous information about how to apply, how to go 
through the process, how to make appeals----
    Mr. Neiman. And March 1 was the date, I think, we were 
previously given about having that web portal up and running so 
borrowers can identify--can you give me an update on the status 
of expanding that? I think we were told earlier that there were 
going to be over 100 servicers participating by March 1?
    Mr. Allison. I don't have the exact number of servicers 
that are participating, but that program has been moving ahead 
very rapidly, and we'll continue to make enhancements to that 
website going forward. And I would also point out, we've had 
millions of people access the website.
    Also, let me mention, we're working closely with counselors 
around the country and holding events throughout the country to 
bring people in who may be eligible for this program and help 
them have their mortgages modified as rapidly as possible.
    Mr. Neiman. Well, we look forward to the reports, and in 
your efforts at transparency, understanding clearly how those 
individuals were treated.
    Mr. Allison. Right.
    Mr. Neiman. Thank you.
    Mr. Allison. Thank you.
    Chair Warren. Thank you, Mr. Assistant Secretary.
    I have one last question on behalf of the entire panel, and 
that is, are you saying today that no one in Treasury monitors 
the financial condition of Citi and that no one in Treasury is 
trying to manage the systemic risk that Citi poses? Or, are you 
saying that's just not your job?
    Mr. Allison. We do look at, obviously, public information 
about Citigroup.
    Chair Warren. You don't have any private conversations with 
Citi?
    Mr. Allison. I personally have not had----
    Chair Warren. Or request additional information from them?
    Mr. Allison. I think that there have been conversations 
with Citigroup over time. I, myself, have not had conversations 
with Citigroup management about the condition of the company 
and with the CEO about that subject.
    Chair Warren. So, are you telling me--that was my question.
    Mr. Allison. Yes.
    Chair Warren. That no one in Treasury is systematically 
observing and monitoring the financial condition----
    Mr. Allison. No, no, no----
    Chair Warren [continuing]. Of Citi?
    Mr. Allison. Citi does visit with us from time to time and 
provide updates on their situation.
    Chair Warren. So, I'm still trying to understand.
    Mr. Allison. Yes.
    Chair Warren. So, that means we just had the wrong witness 
here today? There were other people within Treasury who are 
engaged in these jobs? It's just not your job?
    Mr. Allison. I participated in briefings in the past on 
Citigroup's situation. We do have conversations with Citigroup 
about their situation, yes, that is true.
    Chair Warren. All right. I appreciate it.
    Thank you, Mr. Assistant Secretary. I invite you to stay 
for the next panel and----
    Mr. Allison. Thank you very much.
    Chair Warren.--Hear from Mr. Pandit.
    Mr. Allison. Thank you.
    Chair Warren. Thank you. The witness is excused.
    [The responses of Assistant Secretary Allison to questions 
for the record from the Congressional Oversight Panel follow:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]


    Chair Warren. Mr. Pandit? Mr. Pandit? Gentlemen, if you 
could excuse us.
    Mr. Pandit, thank you for coming today, the Chair 
recognizes you for five minutes if you'd like to make an 
opening statement. I'd ask you to hold it to five minutes, we 
will put your written statement in the record, whatever its 
length.
    Mr. Pandit, please.

STATEMENT OF VIKRAM PANDIT, CHIEF EXECUTIVE OFFICER, CITIGROUP 
                              INC.

    Mr. Pandit. Thank you, Chair Warren and members of the 
Panel. Thank you for inviting me here.
    Citigroup today is a fundamentally different company from 
what we inherited two years ago. Citigroup is now operating on 
a very strong foundation to generate sustained profitability 
for the benefit of all our stakeholders.
    For us, as for many other institutions, the bridge to the 
other side to a sound footing came from the American people, 
and I want to thank our country for providing Citi with TARP 
funding.
    Last year, we repaid $20 billion of the TARP investment. In 
addition, we paid the government $3 billion in dividends and 
another $5.3 billion in premiums on the Asset Guarantee Program 
that we have now exited.
    Taxpayers still hold 27 percent of Citi's common stock, and 
we look forward to helping them make money on that investment. 
Citi owes a large debt of gratitude to the American taxpayers.
    We have renewed our financial strength, we have overhauled 
risk management, reduced our risk exposures, defined a clear 
strategy and we have made Citi a more focused enterprise. At 
the end of 2009, we were one of the best-capitalized banks in 
the world, with a Tier One ratio of 11.7 percent, a Tier One 
Common ratio of 9.6 percent and $36 billion of reserves. Our 
leverage is 12 to 1, down from 18 to 1 when I became CEO. We 
have cut the size of our balance sheet by 21 percent from its 
peak, by half a trillion dollars, and our riskiest assets have 
been substantially reduced. Citi's cash liquidity is now a 
strong $193 billion, and we have reduced operating costs by 
more than $13 billion per year.
    Perhaps the most important strategic action that we've 
taken is to mandate a return to basics, return to banking as 
the core of our business, and as a result we've sold more than 
30 businesses and substantially scaled back proprietary 
trading. Citi is a better bank today, but for Citi, being 
better is not good enough. Our customers and America's 
taxpayers need a different road map.
    First, a lot still needs to be done to promote economic 
recovery, particularly in the housing area. Since 2007, Citi 
has helped 824,000 families in their efforts to avoid 
foreclosure, total loss mitigation solutions increased by 50 
percent versus 2008, and we remain number one in active HAMP 
modifications.
    In 2009, Citi originated $80 billion in mortgages and 
provided $80 billion of credit card lending. And in addition, 
our company used TARP funds specifically to support new lending 
to individuals, to families, to communities and businesses. 
Taxpayers have a right to know how we put that money to use, 
and we were the only bank to publish regular reports on the use 
of TARP capital.
    Second, Citi supports reform of the financial regulatory 
system. America and our trading partners need smart, common-
sense regulation to reduce the risk of bank failures, mortgages 
foreclosures, lost GDP and taxpayer bailouts.
    And I know these are issues that are being debated right 
now, but let me share with you three areas that I think are 
important.
    First, financial institution reform. Let's address too big 
to fail once and for all through the creation of a systemic 
risk regulator and a resolution authority, by making sure banks 
are banks, focused on clients.
    Second, market reforms. Let's level the playing field with 
common standards across the entire financial sector. Let's 
create transparency, particularly in the derivatives markets 
with the use of standardization and clearing houses.
    And third, consumer reforms. We support the need for a 
strong consumer authority that is part of the regulatory system 
to promote greater transparency, sound practices, growth and 
stability in the consumer credit market. Banks, and non-banks, 
need to be more responsible.
    These are reforms that could be costly for the industry, 
but Citi believes they are necessary.
    Thank you, Chair Warren, and members of the panel, for this 
opportunity to review Citi's progress.
    [The prepared statement of Mr. Pandit follows:]

    [GRAPHIC(S) NOT AVAILABLE IN TIFF FORMAT]

    Chair Warren: Thank you very much, Mr. Pandit. Again, we 
appreciate your being here today.
    I'd like to start with a little quote from the Emergency 
Economic Stabilization Act, or TARP, as we've all come to know 
it, where Treasury is to assure that its authority is, quote, 
``Used in the manner that protects home values, college funds, 
retirement accounts and life savings, and preserves home 
ownership and promotes jobs and economic growth.'' That was 
Congress' statement about why TARP was done and what Treasury 
is authorized to use money to advance those specific goals.
    In a June 22nd, 2009 Reuters article, you are quoted as 
saying, ``We'll be playing the two growth themes very clearly. 
One is globalization, the other is growth in emerging 
markets.'' Wilbur Ross, this morning, referred to Citi as, 
essentially, a foreign bank. So, the question is, why should 
the U.S. taxpayer alone, carry Citi?
    Mr. Pandit. Madame Chair, we're not a foreign bank, we're a 
global bank. We're actually America's global bank. We started 
in business years ago helping America's businesses export their 
products and that's what we've been doing. And this particular 
time, as we need growth, as we need jobs, it's even more 
important that we help small businesses, medium businesses and 
large business make those exports.
    As we do that, we need operations on the ground and in many 
of these operations we raise deposits to help large companies 
in the U.S. get the loans on the ground they need, and as well, 
some of those deposits help us facilitate loans in the U.S. 
market.
    Chair Warren. But you describe your growth as globalization 
and growth in emerging markets. These are your words about 
where you plan to expand your activities.
    Mr. Pandit. We are completely focused on making sure that 
we continue our lending to U.S. customers, making sure we're 
helping our clients and our customers through the issues they 
are facing.
    Now, it's also very clear that our clients are coming to 
us--small clients, middle-sized clients--they want to tap 
foreign consumer bases. The growth is coming from the foreign 
consumer, they believe that's how they will grow, that's how 
they create jobs, and that's what I meant. We want to make sure 
we support the businesses in America to get to the other side.
    Chair Warren. Well, good. So let me get some data, then, on 
what's happening. How much does Citi lend to U.S. enterprises 
for U.S. operations?
    Mr. Pandit. Our total loans outstanding for all U.S. 
business is about $450 billion.
    Chair Warren. Can I shrink that up? It's not all U.S. 
businesses. The question I wanted to ask about is U.S. 
enterprises for U.S. operations--jobs in America.
    Mr. Pandit. I think the number is $450 billion lent in the 
U.S.
    Chair Warren. Can you divide that into how much you lend to 
businesses that don't have any foreign operations?
    Mr. Pandit. Madame Chair, I can't do that, but I can get 
back to you with that information.
    Chair Warren. Okay, that's fair.
    So, can I ask one other question about just the lending 
that you do. What lending and other transactions has Citi 
participated in, involving the government of Greece?
    Mr. Pandit. We do business with a lot of sovereign 
countries who need our global expertise, including coming to 
the U.S. markets, and so I know we've been doing business with 
Greece, but I don't have the details with me.
    Chair Warren. Do you know how much debt from the government 
of Greece that Citi holds?
    Mr. Pandit. I don't know the exact number, but I know it's 
not a large amount, not a meaningful amount in our entire 
operations.
    Chair Warren. Okay, not a meaningful amount?
    Mr. Pandit. Yes.
    Chair Warren. Okay, good. That's fine.
    Mr. Atkins.
    Mr. Atkins. Well, thank you, Madame Chair.
    Thank you very much, Mr. Pandit, for being here today, it's 
a pleasure to have you take time out from your busy schedule to 
be here.
    I asked this of Assistant Secretary Allison last time, but 
I also want to explore it with you, and it has to do with the 
offering back in December. It seems that the timing and 
experience of that particular offering is something that we'd 
not like to repeat, and obviously the taxpayer, now, is the 
largest single shareholder of Citigroup.
    So, as an executive with a background in equity markets and 
experience with the capital markets, I was wondering if you 
could share with us your reflections on how the Treasury 
Department should think about monetizing its position in 
Citigroup common stock, going forward.
    Mr. Pandit. Mr. Atkins, of course, I mean, that's the 
Treasury's decision in terms of how they want to do it. We do 
know that they would be able to sell stock after March 16th, 
and they've announced publicly they do want to sell stock over 
the next 12 months or so and there are lots of different 
methodologies of doing it, right from selling it into the 
market every day, but also, we believe there's substantial 
demand for this stock.
    It is not a secret that the government wants to sell. It's 
not a secret that the stock price in the markets today reflects 
the fact that they're a seller in a large amount, and that we 
believe there are investors, here in the U.S., who are getting 
ready for that offering.
    As to how they do it, when they do, with whom they do it, 
those are all the Treasury's decisions.
    Mr. Atkins. Well, when you look back at the offering in 
December, clearly it was a primary offering and then, trying to 
be coordinated with a potential large secondary offering by the 
government. So, as far as the interest goes in the marketplace, 
was there a large cover issue for that offering at the time? Or 
what exactly was the problem that we saw in December?
    Mr. Pandit. Mr. Atkins, that was the largest common stock 
offering ever done in the U.S.
    Mr. Atkins. Right.
    Mr. Pandit. And particularly when you consider that as the 
percentage of Citi's common stock outstanding, it was extremely 
large.
    And don't forget, that was done in the face of the market 
knowing the government was going to sell its 27 percent in the 
not-too-distant future. So, they had a choice--do I buy now? Do 
I buy later? That's the background--it was late in the year in 
doing that offering, and, by the way, when we did that 
offering, unfortunately another bank decided they wanted to do 
a large offering right in the middle of what we were doing.
    But we got it done. And we got it done as the largest 
offering, and we were able to pay back the taxpayers, and we 
were able to exit the guarantee program; I consider that to be 
a success.
    Mr. Atkins. Okay, now looking forward to, you have those 
stock prices, about $3 a share, or so, which puts it in a 
special zone as far as some institutions and the way the market 
views them. What are your plans to address the price of the 
stock in relation to the huge amount--I mean you now have the 
the largest number of shares outstanding of any New York Stock 
Exchange-listed company?
    Mr. Pandit. And therefore, we're also the most traded 
stock, on many days in the New York Stock Exchange. By the way, 
the stock, last I checked was $3.44.
    Mr. Atkins. Okay, sorry about that.
    Mr. Pandit. I think, at the end of the day stock prices are 
important, but what's really important is performance. What do 
you earn? Sustained profitability--which is really what I'm 
focused on. My biggest job is to make sure we make money on a 
sustained basis, and therefore, help the government make money.
    Mr. Atkins. Well, in your testimony, you mention that 
you've sold out of Citi Holdings after having restructured your 
firm versus the non-core businesses of about 30-some-odd 
businesses in here, I think it said more than 20. So, how did 
you decide as far as what is core versus what's not core?
    Mr. Pandit. And that was job number one for me, coming into 
Citi, looking at the businesses, trying to figure out, ``What 
business are we in? What clients do we serve? What are we good 
at?'' And you put all of those things together, it turned out 
at the end of the day, we are a great bank that is basically in 
the business of helping people manage their accounts--providing 
them loans, providing them capital, providing them investment 
services.
    And it became very clear that we were in a lot of 
businesses that were not directly related to being a bank. And 
so, the fundamental decision that I made is that, we're going 
to be a bank. We're going to be the global bank for America's 
companies, serving them here, but also wherever they want to 
go, but not only for companies, but the same capability should 
be available to individuals, as well. So, that's the decision 
we made. And on the basis of that, it became very clear what 
was not core--and it was a large part of the company and that's 
what I've been selling, very systematically, over the last two 
years.
    Mr. Atkins. I see.
    My time is up, thank you.
    Chair Warren. Mr. Silvers.
    Mr. Silvers. Yes, thank you, Chair.
    Again, Mr. Pandit, I want to thank you for being here and 
express my appreciation both for your presence and your 
testimony.
    You said a moment or so ago that in trying to focus on what 
Citigroup is good at that you viewed a return to core banking 
as the primary direction you were headed. And you mentioned 
some numbers on loans.
    I have here a report I'm sure you're familiar with from 
Standard & Poor's from last month that shows--and the numbers 
don't match, so I wonder if you could explain it to me.
    It shows that commercial and corporate loans by Citigroup 
have fallen dramatically over the last two years: From a level, 
according to S&P, of $206 billion at the year-end 2007, to $127 
billion today, or the end of third quarter, I believe, 2009, I 
don't think they had the fourth quarter numbers at that time.
    In view of my understanding that your divestitures have 
been largely unrelated to commercial loans, can you explain to 
me what's happening, here?
    Mr. Pandit. Sure, Mr. Silvers. When we decided what was 
core and what's not, there were also assets that were part of 
what was not core to us, as well. There were either clients 
that we shouldn't be serving, or they didn't need us, or there 
were businesses that were not core to us, there were assets 
that were gathered through core businesses. And so, those 
numbers reflect selling businesses that are not core to us, 
selling assets that were not core to us, taking any marks on 
assets that were not core to us. Let me reassure you, as well--
--
    Mr. Silvers. But, Mr. Pandit, I don't understand how you 
can reconcile the scale of that retreat from business lending 
which is, after all, in my view, just absolutely central to 
whether or not TARP is succeeding--the scale of that retreat 
from business lending with your characterization of a re-
focusing on core banking. Because I look at other numbers, I 
don't see that type of retreat from other types of activity, 
other than obviously things that you're totally divesting from.
    Mr. Pandit. Let me assure you, we will make any good loan 
that we see to a client. The regulators want us to make prudent 
loans, we are doing that. Some of those were leveraged loans. 
They were part of practices that we shouldn't have been a part 
of because they are not core to the banking mission. So, it's 
very easy to look at those numbers and think that they actually 
represent our lending appetite, or our appetite to serve 
clients, but that isn't so. That reflects the narrowing and 
focusing of our businesses to what we should be as a bank.
    Mr. Silvers. Second question about this type of issue. In 
the area of commercial real estate, which has been a concern of 
this panel, again, the data suggests a kind of flatline, in 
terms of the total assets in commercial real estate at the 
holding company level portfolio--of around $75-$80 billion. My 
question about that is, have you taken any write-downs in 
commercial real estate? And how do I understand this flat level 
and are write-downs coming?
    Mr. Pandit. A number of things. One, a lot of that 
portfolio is mark-to-market, we have taken write-downs. Much of 
that portfolio is community lending, and that's money good, as 
well. There are some accrual loans that we've made and those 
loans are well-reserved against.
    Let me also say that most of our loans are for office 
buildings, against leases in some of the major metropolitan 
areas, so that is a very well-scrubbed over portfolio.
    I'll make one more point on this, which is that commercial 
real estate is less of an issue for Citi.
    Mr. Silvers. Okay.
    Can I turn to another question about your core strategy and 
I think my time is going to expire. As I understand it, correct 
me if I'm wrong, you've been telling the world that you are 
going to be focused on, in addition to what might be described 
as really old-fashioned banking, and two other areas, that 
you're going to have a significant capital market with a broad 
exposure to global markets, derivative currencies, and the 
like, and that you're going to be continuing to put focus on 
your global transactions services business, which has been the 
sort of consistent profit driver over the last year. Am I 
reading back to you correctly?
    Mr. Pandit. That's correct, Mr. Silvers.
    Mr. Silvers. We heard, I think, a fair amount about the 
extent to which the GTS (Global Transaction Services) business 
makes Citi particularly systemically significant, and it's my 
understanding from press accounts that this was a core argument 
Citi made to the government during November of 2008, that Citi 
could not be allowed to fail because of the importance of that 
business to the global capital markets. My question to you is, 
can you justify having that business connected to the type of 
capital markets desk you intend to keep connecting it to in 
light of what appears to be taking something so systemically 
important, and then tying it to something so relatively risky?
    Mr. Pandit. Let me start by saying, I don't recall making 
that statement to anybody, nor does any--nor do I recall 
anybody who directly works for me making that statement.
    Mr. Silvers. Which statement, sir?
    Mr. Pandit. The statement you said about the fact that this 
was the argument that we made to the government, about systemic 
safety.
    Mr. Silvers. Okay, well then, let me ask you this, would 
you commit here that as long as you're at Citigroup that you 
will not come to the government in the future and make the 
argument that the GTS business requires being bailed out, 
should your other businesses go south?
    Mr. Pandit. Yes.
    Mr. Silvers. Let me commend you for giving me a straight 
answer. It's a rare experience in my role.
    Mr. Pandit. Well, I think that's why we're here, Mr. 
Silvers, for straight answers. I want you to hear from me what 
we're doing at Citi and why we're doing the right things.
    Mr. Silvers. But, if my colleagues will indulge me, please 
explain, nonetheless, how those two businesses are compatible, 
in your view?
    Mr. Pandit. Let me explain this to you. We do business for 
Coke and Pepsi. Coke is in 450 countries around the world. They 
need to manage their operations, we do everything for them from 
cash management, to custody, to clearing and settling for them. 
They need foreign exchange management, they need liability 
management, they need interest rate management, so we have to 
have those operations to serve them in that particular way.
    The fundamental shift that I made was to make sure that our 
clearing operations and our cash management operations and all 
of our banking operations are geared towards doing those things 
that our clients need. And, by the way, if you do that 
correctly--having been in the business for as long as I have--
those are the kind of businesses that generate good value for 
clients without creating the risk that has been created in the 
system, historically.
    Mr. Silvers. My time is way over.
    Thank you.
    Chair Warren. Oh my goodness. Thank you, I apologize.
    Mr. McWatters.
    Mr. McWatters. Thank you.
    And thank you, Mr. Pandit, for appearing today. I 
appreciate it very much. Do you have any reason to anticipate 
that Citigroup will need additional TARP funds?
    Mr. Pandit. No.
    Mr. McWatters. Great.
    On a fair market value basis, after considering contingent 
liabilities, is Citigroup solvent?
    Mr. Pandit. Yes.
    Mr. McWatters. Are any material divisions or subsidiaries 
of Citigroup insolvent?
    Mr. Pandit. No.
    Mr. McWatters. Let me be very clear----
    Mr. Pandit [continuing]. We look at the entire company.
    Mr. McWatters. I understand.
    Mr. Pandit. What matters is that we're well-capitalized, we 
have the reserves, we have the liquidity and by the way, we 
stress test ourselves very often to make sure that's always the 
case.
    Mr. McWatters. Okay, speaking of stress testing, if the 
stress tests were conducted again today under current economic 
conditions, would Citigroup be required to raise additional 
capital? And, if so, how much do you think?
    Mr. Pandit. No, no.
    Mr. McWatters. Okay.
    Could you tell us why, specifically, Citigroup needed a 
TARP-funded bailout? What happened, what went wrong?
    Mr. Pandit. Mr. McWatters, we came into this market--Citi 
came into this market with assets on which it took substantial 
losses in 2008. Now, we addressed that by raising $48 billion 
of capital in the market in early 2008, we sold another set of 
businesses to raise $10 billion in capital and we got $25 
billion from the government in the first TARP round.
    And, the result of all of that was that we have 10.7 
percent Tier 1 and at the same time, we had reduced our assets, 
we had reduced risks--fundamentally, we were in the right 
place, and in any rational market, that would be a solid 
balance sheet for the future, but we were not in a rational 
market. Post Lehman Brothers, post-Wachovia breakup, the 
capital markets froze, there was a general sense of concern 
about where the economies might go, about where unemployment 
might go and different stocks of different banks started 
reacting to that, our stocks started going down in late 2008.
    And so on that Friday, in late November, our stock was at 
$3.37. Now, in a market of that sort, unfortunately sometimes 
stock prices can have an impact on confidence on all sorts of 
stakeholders that are out there, and rather than taking the 
risk, as we talked to the Federal Reserve, as we talked to the 
Treasury, the view was, ``Let's take that issue off the 
table.'' That's what happened.
    Mr. McWatters. Okay.
    What actions have you taken to negate your status as ``too 
big to fail''? I mean, how can we get to a point, 
realistically, or if this happens again, where Citi is simply 
broken up, sold off or recapitalized by the private sector 
without government intervention?
    Mr. Pandit. We have taken a number of steps, Mr. McWatters 
to, first of all, it starts with capital. We have a very strong 
capital base, very strong liquidity, very strong reserves. 
That's the starting point on this.
    The second part is, create earnings, which is why we took 
$13 billion of cost out of there.
    The third part of that is change your risk profile, and 
we've done that. Now, we still have some legacy assets, so you 
came in with a group of assets into this environment, but we 
have changed that, as well. We manage our regional businesses 
on the basis of cash on the ground, liquidity on the ground, we 
work with our global regulators, so we've made significant 
changes in the financial health of the company, we've made 
significant changes in the risk management of the company, but 
we've also targeted the company towards those businesses that 
have clients, and really don't, necessarily, create the risk 
that has been created in the past.
    But, let me also say, I do think we need regulation, which 
is why I said in my opening statement, let's get to that 
resolution authority, so that this never happens again.
    Mr. McWatters. Okay, one more quick question. You are a 
veteran of the Capital Purchase Program. What advice can you 
give for how that program can be improved? It's ongoing, I 
mean, there's money out the door, not every institution has 
repaid TARP funds. How can it be improved?
    Mr. Pandit. The TARP funds were, from what I understand, 
put in place--a lot of the reason was to inject capital into 
the banks, not only so they could lend, and they could do the 
right thing for the American people, but it was to create a 
sense of confidence, so we took the confidence in the financial 
system off the table, that was the point on that.
    For those people who still have TARP funds, I don't have 
any other advice but to say, step in and make sure that you 
manage your business, to take the costs out of that, you need 
to manage it as efficiently as possible and start creating a 
story and a business model that can translate into earnings. 
Because that's the best way in which the capital markets can 
give you equity, which you can then use to repay the 
government.
    Mr. McWatters. Okay, thank you.
    Chair Warren. Thank you, Mr. McWatters.
    Superintendent Neiman.
    Mr. Neiman. If you were here--and I believe you were, in 
the back--when I was questioning Mr. Allison, I highlighted 
that the mortgage crisis really gave rise to the financial 
crisis, and for that reason I was very pleased to see in your 
written testimony, as well as in your oral testimony, you 
referenced your efforts toward foreclosures mitigation, and in 
your written testimony highlighted the fact that Citi has the 
highest percentage of eligible loans in active modification, 
mortgage modifications, at 50 percent trial and permanents, 
percentage of eligible mortgages.
    And though you can be applauded for that outreach effort, I 
think a more important metric is the actual conversion of trial 
modifications to permanent, sustainable mortgages. I believe 
the last report from Treasury has 110,000 mortgages that are in 
active trial modifications.
    With the extension of Treasury through January 31, we are 
now awaiting results from all institutions but, I think, 
anxiously awaiting your results, as well, as to how those 
individuals were treated. And I think the important part is, 
these are individuals who have been willing and able to make 
these reduced payments and are awaiting final determination, we 
know that there have been problems at servicers, we know there 
are problems in the appeal process, so can you give us any 
information about what we may expect to see in the decision-
making with respect to those trial modifications?
    Mr. Pandit. Mr. Neiman, I completely agree with you that 
attacking the issue of housing is important for the economy, 
but particularly for our customers, our clients, as well.
    We, as the Assistant Secretary said, we're number one in 
active HAMP modifications right now, I think he stated 60 
percent as the number. Right now, the ratio of completion is 
about 18 percent of that.
    Mr. Neiman. Right.
    Mr. Pandit. We think that number is going to go up to 40 
percent, maybe, pretty soon, that's where we think it's going 
to go. And not everybody who's gotten into that program is 
necessarily going to qualify because they may not have the 
documentation, they may not have the information that's 
necessary to do that.
    Which is why what we've done is create a Citi modification 
plan on the other side--if you don't qualify, and you don't 
meet every standard, we still have modification programs and 
plans available for these people who are going through this 
particular change.
    Mr. Neiman. Do you see documentation? Because this has been 
an issue I've heard from other servicers. Partly, I think it's, 
we've heard concerns on the resources and processes of the 
servicers losing documentation, we've heard of instances of 
borrowers reluctant in producing their own documentation, but 
I'm also very concerned that the Treasury has not given enough 
discretion to servicers and lenders to make those decisions. 
Have you found that? Or would make any recommendations or 
changes in the HAMP documentation process?
    Mr. Pandit. Let me say, by the way, the Treasury already 
has made changes, and they're all positive changes, and these 
are the kind of changes that, I think, are going to have a 
positive impact on modifications, as well.
    Let me also say, we have 4,000 people that are doing this 
for us, I have hired 1,400 people in the last year to make sure 
we can help people get through these documentation issues. 
These are case-by-case issues.
    Mr. Neiman. In your modification process, are you utilizing 
principal reductions, and could you share with us the 
percentage of modifications that use principal reductions?
    Mr. Pandit. So, the number one goal for us to keep people 
in their homes is to make those homes affordable.
    Mr. Neiman. Right.
    Mr. Pandit. You've got to do that.
    Mr. Neiman. And you can do so through a combination of 
interest rates and extensions or principal reduction?
    Mr. Pandit. Absolutely. It is interest rates, it is 
extensions on mortgages, it is delaying amortizations of 
mortgages, it is changing----
    Mr. Neiman. And would you agree that reducing the principal 
would increase the likelihood of reducing the re-default rate, 
keeping more skin in the game for that borrower? Have you 
experienced, to the extent that, coming down to the same 
affordable payment, but including principal reduction and not 
just interest reduction has long-term benefit?
    Mr. Pandit. You know, what we've found is the most 
important thing that's driving a re-default is unemployment 
rates. Don't forget, over the last year----
    Mr. Neiman. I agree with you on that.
    Mr. Pandit [continuing]. Going in an increasing 
unemployment rate. So, last year is not necessarily an 
indicator of re-default, going forward.
    Mr. Neiman. And one question before my time expires on this 
subject is the issue of second liens because this has been a 
real disincentive that we are hearing from lenders on making, 
particularly, principal reductions. Only one institution, and 
it was not yours, has signed on for the Treasury's second lien 
program. Can you share with us whether you intend to join that 
program?
    Mr. Pandit. So, first let me tell you we are modifying 
second liens, actively. We've been part of the FDIC program, 
we've been part of our own programs to do exactly what you 
want, we've said to the Treasury that we're all willing to work 
with them as to what this program is, we have just seen the 
details, I think it's prudent for us to go through that before 
we sign on.
    Mr. Neiman. All right. It's been out for awhile, I'd look 
for it and hope that it is a positive response, and we'll keep 
track of that.
    Mr. Pandit. Thank you.
    Mr. Neiman. My time is expired.
    Chair Warren. Mr. Pandit, you started your testimony by 
saying that Citi is a fundamentally different company from the 
company of two years ago, but nonetheless, Citi continues to 
pose significant systemic risk. In fact, Citi is often cited as 
the poster child for ``too big to fail.'' Citi is this 
combination of a commercial bank, an investment bank, and an 
insurance company for which Glass-Steagall had to be repealed 
so you could follow your business model.
    I understand your response to Mr. McWatters was that we are 
dealing with the problem of systemic risk and too big to fail 
by making Citi a stronger company. There may be those who 
agree, there may be those who disagree, but I want to focus on 
a different part. Instead of that, why don't you concentrate on 
breaking Citi into more pieces, so that no one piece is too big 
to fail?
    Why not break it up? The markets are calm, this can be done 
in an orderly fashion, not in crisis, your shareholders will 
get all of the value, you won't have as big a company to run, 
but we will at least reduce systemic risk.
    Mr. Pandit. And we have the same objective--shareholder 
value is really important, and that's where I'm going, so let 
me tell you, we are doing that. We're selling about 40 percent 
of the company. We're breaking it up, and that's a huge piece. 
We're not an insurance bank anymore, at all, we are primarily 
in the commercial, corporate banking, individual banking 
businesses and the business of providing those with account 
management and creating services our clients need. We're only 
as big as what is required to serve our clients in a 
competitive market. That's really important.
    But I completely agree with you that we, or no other 
institution, should be in a place where we get to a too big to 
fail situation and there are two ways of going at it. One, make 
sure these banks are strong, because there are going to be a 
handful of systemically important institutions, sometimes size 
is important, sometimes just what they do is important. And for 
that you need a strong risk regulator that prescribes capital 
requirements, stress tests, liquidity requirements. Let's make 
sure we game out every scenario and make sure we put these 
institutions through that test. That is really important, by 
the way. Sometimes things do go wrong, so let's have a 
resolution authority, and we ask the Congress to act fast on 
these.
    Chair Warren. Thank you, Mr. Pandit. I just want to make 
sure I understand your response. When John Reed, who built 
Citi, says that he now believes it should be broken up, you're 
saying yes, that is what I'm doing.
    Mr. Pandit. What I'm saying to you, first of all, I've got 
to go back and see what he said. I've been busy managing the 
company, and I've been managing the company with the same 
objective, which is, what is the company that best serves our 
clients, what business am I in, and I have been selling pieces 
of the company and breaking it up, to say, this is my core 
business. That core business is the business that I think is 
going to create the maximum value for our shareholders and 
therefore the government.
    Chair Warren. Thank you very much.
    If I could ask another question, taking you back to 
September of 2008. You wrote to your colleagues at Citigroup in 
which you said, ``Our capital and liquidity positions are 
strong and we have tremendous capacity to make commitments to 
our clients.'' We all know that within a matter of weeks Citi 
and another large financial institution were taking tens of 
billions of dollars under TARP. I understand there are those 
who believe that this crisis was not obvious in advance.
    The part I'm still trying to understand is the second hard 
bump for Citi, when the Secretary of the Treasury announced on 
September 15th, in effect, that your were healthy. Mr. Allison 
says he doesn't know if you were healthy or not, but by the 
time four weeks had passed, it is clear that Citi needed 
another $20 billion, and then shortly after that, more than 
$300 billion in guarantees. What happened between healthy and 
$20 billion and $300 billion in such a short span of time?
    Mr. Pandit. And you're absolutely right on any fundamental 
basis, we had 10.7 percent tier one capital. When you looked at 
the entire portfolio of the assets we were carrying, the 
earnings power, this was not a rational or fundamental issue, 
but we were in very dysfunctional markets at that point. This 
was post-Lehman Brothers----
    Chair Warren. I'm sorry, Mr. Pandit, but everyone was in a 
dysfunctional market, but it was only Citi that needed an 
additional $20 billion after having been pronounced healthy.
    Mr. Pandit. And Madam Chair, the capital markets looked at 
every financial institution, and for a period of time, when 
after the stock prices of every financial institution, that 
happened to us too. Our stock price started dropping, and on 
that Friday when it was $3.37, the issue was not the 
fundamentals as much as an issue of confidence, not only in 
Citi, but all the other financial markets.
    Chair Warren. But why Citi, Citi was the target and Citi 
was the only one that took the money.
    Mr. Pandit. And we weren't the last one necessarily, 
either. And so, the perspective--we weren't the first, we 
weren't the last, different banks, different institutions got 
their own thing. Some broker dealers became bank holding 
companies overnight, so everybody got a----
    Chair Warren. But of the original nine that needed money 
within weeks of the original TARP infusion--you got $25 
billion, someone said you--the Secretary of the Treasury said 
you were financially healthy, and within weeks you needed 
another $20 billion. I just want to understand why Citi is 
special.
    Mr. Pandit. Again, what I would say to you is that you're 
right, this was not a fundamental situation, it was not about 
the capital we had, not about the funding we had at that time, 
but with the stock price where it was--and by the way, a lot of 
that was driven by short-sellers, and the short-sellers started 
selling stock, the stock started going down, and when that gets 
to that point, perceptions become reality.
    Chair Warren. Okay.
    Mr. Pandit. And that's exactly the reason why it was 
important for all of us to take that issue off the table, and 
the package that we got was a package that the Federal Reserve 
and the Treasury and all the regulators thought was the right 
package to insure that confidence.
    Chair Warren. So this is not Citi was special, just Citi 
had bad luck?
    Mr. Pandit. You know, I don't mind being special and I 
think we were in the sense that we came in--Citi came into this 
market with assets on which we took a lot of losses. In this 
particular case, the market dynamics were really important and 
that caused us to get to that point.
    Chair Warren. Right. Thank you, Mr. Pandit.
    I apologize to my fellow panelists for running over.
    Mr. Atkins.
    Mr. Atkins. Thank you, Madam Chair.
    I wanted to explore a little bit about Citigroup's 
relationships with the government, its major shareholder. To 
what extent--and we explored this a little bit with Assistant 
Secretary Allison--to what extent is Treasury in contact with 
either your office or other parts of Citigroup--on a daily, 
weekly, monthly, periodic basis?
    Mr. Pandit. Treasury is a very critical shareholder, very 
important shareholder for us, and we do what we can to reach 
out to them like we reach out to a number of our shareholders 
as well. And we have those conversations with them at a variety 
of different levels in the company. And they, as a shareholder, 
have every right to call us to ask for the same public 
information every other shareholder gets. We do that all the 
time.
    Mr. Atkins. Do they get any special information?
    Mr. Pandit. Mr. Atkins, as you know, under securities laws, 
especially given the fact that they have to sell stock, there 
are limitations on what we can tell them.
    Mr. Atkins. You know where I was going. Okay. So, as far as 
the levels within Treasury, you're saying it's at various 
levels within the----
    Mr. Pandit. We are completely open on whatever information 
they want, whenever they want, the same information that would 
be available to any other shareholders.
    Mr. Atkins. Okay. Now, it's been reported that Citibank, or 
Citigroup, has the largest lobbying budget of any financial 
services firm in Washington, and so I was wondering, as far as 
your activities on the Hill and with the White House, and your 
obvious support for, it sounds like a number of the 
Administration's proposals, how you are spending your lobbying 
dollars in Washington.
    Mr. Pandit. I can't comment on where that budget is or not 
versus anybody else. Let me just tell you that we do have 
points of view on financial reform. We have points of view on 
global markets, and we believe it's important to get those 
points of views across to lawmakers and Congressman, and/or 
people who are interested in our perspective as well. And we do 
it, but this is an effort that's driven by what we think is 
right for the financial system and, you know, I think it's the 
right thing for us to express our points of view.
    Mr. Atkins. Well, do you agree with the so-called Volker 
Rule the President referred to--and apparently they've sent 
formal language up to the Hill today.
    Mr. Pandit. You know, I haven't seen the language, so I 
can't comment on the details. But as a company, we've sold a 
lot of proprietary trading businesses, we've sold a lot of 
hedge funds, we've sold a lot of the private equity funds, and 
we're completely focused on clients, and I do think that banks 
should be banks. So now, you know, we're moving in that 
direction.
    Mr. Atkins. Okay, I made this point a little bit earlier, 
but, you know, when it comes to systemic risk resolution, cram-
down authority, the Volker Rule, mortgage contractual 
enforcement forbearance, these sorts of things--how do you 
protect them against a sycophantic type of appearance, where we 
have perhaps government motors and its allied bank, and now 
maybe a government bank.
    I mentioned that when I was in a Citi branch last year that 
at every teller station there was a Barack Obama authored book 
and they were giving it away to people that opened new 
accounts. How do you protect against that?
    Mr. Pandit. Well, first of all, I can't speak for my branch 
manager who wanted to do that, that's their decision, that's 
not my decision and I don't make those decisions as well. But 
let me say, this is a tough position for me. Because if I say 
what I believe and it happens to be in line with what somebody 
else believes in the Administration, it looks like, hey, you 
know, I'm doing this because the Treasury is a 27 percent 
shareholder. It is a no win situation for us----
    Mr. Atkins. Because you're not----
    Mr. Pandit [continuing]. For somebody like me, but I 
believe these things, that's why I'm here telling you that 
these are the right things to do. And by the way, who better to 
really share with you a systemic perspective other than a CEO 
who's gone through a very interesting two years.
    Mr. Atkins. I agree. Well, then going back to your 
experience in the capital markets, what is now your strategy 
with respect to your brokerage operations, if you think an idea 
like the Volker Rule is good, you've gotten rid of Smith Barney 
now, you have compensation things that might really harm your 
investment banking business. Going forward, how do you perceive 
that?
    Mr. Pandit. What do we do? We commit capital on behalf of 
our clients. That's number one. Number two, we make markets and 
provide liquidity to the markets. Number three, we use capital 
market instruments to hedge our risk, occasionally. Number 
four, we do use our capital occasionally to create new ideas 
and new products and test them before we take them out to our 
clients. Those are the activities we're involved in, in our 
brokerage businesses.
    And again, when you look the full gamut of them, the 
maximum value to our clients comes from performing those 
functions, which, by the way, then translates into maximum 
value for our shareholders.
    Mr. Atkins. Would you take a short position that is 
contrary to one of your client's positions?
    Mr. Pandit. This is a hypothetical question.
    Mr. Atkins. Yeah, exactly. It's just in general.
    Mr. Pandit. Mr. Atkins, you know what it means to make 
markets, you have to be a principal agent to make markets. And, 
I would do what is right to manage a book on that basis, but 
I'm not--if the question is, am I going to use some 
information, the answer is no.
    Mr. Atkins. All right. Okay. So proprietary trading and 
other things are still an integral part of your view of how you 
think your business should be run on the institutional side.
    Mr. Pandit. Let me be very clear, we have to commit capital 
on behalf of clients, that's what banks do. We have to make 
markets, that's what banks do. And credit, as an example, we 
have to do these things. Proprietary trading is when you have 
people who actually don't interact with clients and they are 
actually covered as a client by other people on the street. 
They treat them as a client. Well, you're using the company's 
capital, and I don't believe you should use--banks should use 
capital to speculate that way.
    Mr. Atkins. I agree, and I thank you, because that is the 
rub, I think, is the definitional aspect of that, so, perfect. 
Thank you.
    Chair Warren. Mr. Silvers?
    Mr. Silvers. Mr. Pandit, this may seem repetitive, but I'm 
afraid that I can't resist this. In October of 2008, say 
October 1st, was Citigroup a healthy financial institution? Yes 
or no?
    Mr. Pandit. Yes.
    Mr. Silvers. On November 21, 2008, was Citigroup a healthy 
financial institution? Yes or no?
    Mr. Pandit. Yes.
    Mr. Silvers. Why do you think that Mr. Allison was so 
unable to answer those questions?
    Mr. Pandit. You would have to ask Mr. Allison.
    Mr. Silvers. You know, clarity is one thing, Mr. Pandit, 
credibility is something entirely different. I think you've 
given clear answers, but I don't believe you've given credible 
ones, frankly. And I think it's easy to give those answers 
having weathered the storm with the public's money.
    Now, let me ask you this, did you speak to anyone in the 
Treasury Department during the week from November 18th to 
November 25th, 2008?
    Mr. Pandit. Mr. Silvers, let me first say that I 
appreciate----
    Mr. Silvers. Nope, I'm asking you to answer that question. 
Did you speak to anyone in the Treasury Department during that 
week?
    Mr. Pandit. I don't recall if I did.
    Mr. Silvers. You don't recall.
    Mr. Pandit. I don't recall if I did.
    Mr. Silvers. Did anyone in Citigroup, to your knowledge, 
speak to anyone in the Treasury Department during that week, 
and I remind you that a few moments ago, you stated that, 
``We,'' some we, ``agreed that it would be a good idea to back 
up Citigroup during that week.'' Who's the we?
    Mr. Pandit. That was over the weekend, the Federal Reserve 
and the regulators talked to us and we also had conversations 
with the Treasury and other regulators at that time.
    Mr. Silvers. Okay, who's the we? What human being spoke to 
what human being?
    Mr. Pandit. At that point in time, there were numerous 
conversations between the people of the New York Fed, people in 
the Washington Fed, people at some of the other----
    Mr. Silvers. Did you open that conversation by saying, 
``We're a healthy bank and we're calling you because we would 
just enjoy having another $20 billion of government money and a 
$300 billion asset guarantee?''
    Mr. Pandit. No.
    Mr. Silvers. What--how did the conversation go?
    Mr. Pandit. The conversation, again, was very simple. The 
stock price was at $3.37, which was an exceptionally low level 
of stock at that point. It was a result of short-selling, and 
it was at a point in time where the stock itself could have 
caused an issue of confidence, and therefore, the conversations 
were around how to restore confidence----
    Mr. Silvers. And what did you represent would have occurred 
had Treasury and the Fed declined to act? Did you represent 
that anything in particular might happen?
    Mr. Pandit. You know, I do not recall any conversations 
where I represented anything. These were issues about what----
    Mr. Silvers. Well then----
    Mr. Pandit [continuing]. Would happen--what----
    Mr. Silvers. Did anyone who was representing Citigroup 
speak to anyone--to your knowledge--speak to anyone in the 
Treasury or the Fed about what would happen if there wasn't 
additional aid forthcoming?
    Mr. Pandit. Not to my recollection.
    Mr. Silvers. Who do you--what is your knowledge as to who 
spoke to either Treasury or the Fed on behalf of Citigroup 
during that period?
    Mr. Pandit. I can get back to you.
    Mr. Silvers. Mr. Pandit, do I recall correctly that you 
were the Chief Executive Officer of Citigroup during that week?
    Mr. Pandit. Yes, I was.
    Mr. Silvers. All right. I find it rather difficult to 
believe that someone in your position cannot recall who--who 
you spoke to or who spoke on your behalf to the Government of 
the United States about the extraordinary aid that the 
government provided to Citigroup during that period.
    Mr. Pandit. You know, I want to give you----
    Mr. Silvers. And you memory seems pretty good otherwise.
    Mr. Pandit I want to give you a very complete answer, you 
asked specific questions, I----
    Mr. Silvers. Well, I don't mind getting an incomplete 
answer. Share with me your fragmentary memories of that 
weekend.
    Mr. Pandit. Well, I'll tell you again, a number of people 
at Citi talked to a number of people at the regulators, a 
number of people at the Treasury, a number of people at the 
Fed, the New York Fed, and that could be a large list. Let me 
come back to you with specifics.
    Mr. Silvers. Okay. Let me turn to a different matter before 
my time expires. Mr. Pandit, you were hired in early 2007, I 
don't recall the exact date, to be the CEO of Citigroup. At 
that time, what were your performance goals?
    Mr. Pandit. I was not hired in early 2007, I became CEO in 
December, towards the middle of December 2007.
    Mr. Silvers. Okay, well I misremembered.
    Mr. Pandit. I came in there and the Board decided they 
needed to make a change.
    Mr. Silvers. Right.
    Mr. Pandit. And we entered this market with the assets we 
entered this market.
    Mr. Silvers. And what were your goals at the time you were 
hired?
    Mr. Pandit. My goals were relatively simple, examine the 
strategy of Citigroup, what is the right strategy for the 
company, examine the capitalization and the financials of 
Citigroup, put the two together and translate that into the 
right culture for the organization on a long-term basis.
    Mr. Silvers. Examine a few things. I mean, I would ask 
you--and my time is up--but I would ask you in writing to 
explain the answers to the following questions. I would give 
you the opportunity to further expand on what the goals that 
the board assigned to you at that time were, I would ask you to 
assess whether you met them or not, and I would I ask you to 
disclose the amount of money you were paid for meeting those 
goals, between that date and the end of 2008, during the time 
when--at least by press accounts, although not by your 
account--Citigroup necessitated a bailout, absent which 
Citigroup would have had to file for bankruptcy.
    Chair Warren. Thank you.
    Mr. McWatters.
    Mr. McWatters. Thank you.
    Mr. Pandit., in your written testimony, you say that 
Citigroup no longer has a goal of being a financial 
supermarket. I remembered the merger with Travelers, I guess it 
was Citicorp a few years ago, Sandy Weil, this was a much-
touted goal, it was the future, it was the only way to really 
compete on a global stage. Your goals are different now, why 
are they different, why has the business model failed? Or if it 
hasn't failed, why are you no longer interested in it?
    Mr. Pandit. Mr. McWatters, markets are different, the 
environment is different, the way competition is happening is 
different. If we see what's happened over the last couple of 
years, a lot of the places where funding was received, like 
securitizations, and/or other areas, are largely not there. And 
so, when you look at the changes that have occurred, that has 
had an influence on that strategy.
    But more fundamentally, as I looked at the company--and by 
the way, it was a completely dispassionate review, a 
dispassionate review of what we needed to be, and we did it 
with complete integrity as a company. We concluded, by the way, 
that that was an interesting model, but did not add sufficient 
value to our clients and therefore did not necessarily create 
sufficient value to our shareholders. But the biggest part of 
the value came from the core businesses we had, which was the 
banks, which is why we made the change.
    Mr. McWatters. Okay. What aspects of your compensation 
structure, not yours personally, but of your managers, let's 
say, two years ago or so, when the securitization bubble was 
inflating, do you think may have led to that? In other words, 
you have people who are compensated on closing deals, but then 
the deals leave their area, rather become a problem of the 
institution itself, if they're retained, or they become a 
problem with third-party investors. Can you explain how your 
compensation structure has changed, and has it changed in a way 
where you can still encourage innovation?
    Mr. Pandit. Absolutely, I think that is a critical part of 
how we changed culture, how you manage risks going forward in 
the right way. Compensation structure changes we've made have 
been those that say you get more stock as compensation. You 
have to be around for a long time in order for them to vest as 
compensation. We have claw-backs so that if something does go 
wrong, we have an ability to recover compensation. We have say-
on pay as a company. As importantly, we take explicit risk 
taking and risk management criteria into account when we pay 
compensation, and we actually put some of that down on our 10K 
that we just filed. And, one of the entities that looks at 
these things looked at it, and I just saw something this 
morning--they call it, sort of, the Cadillac version--of how 
you take risk and compensation and blend them together.
    So this is, to me, a very important cultural issue, and 
it's actually at the heart of how you change a company into a 
client-oriented company.
    Mr. McWatters. Thank you. Last month we issued a report on 
the commercial real estate market that did not have a 
particularly favorable outlook. What is Citigroup's exposure 
today?
    Mr. Pandit. We do have exposure to the commercial real 
estate market, however I would tell you that it is a smaller 
exposure than many of our peers who are in this business, and 
as well, it is to a big portion of the market, and so we have 
taken the marks. And as importantly, a lot of that exposure is 
in large cities, office buildings, leased buildings, et cetera. 
So, when I look at the whole exposure we have, it is exposure 
on the balance sheet, but that is less of a concern to me as a 
CEO.
    Mr. McWatters. Okay, thank you. Could you comment on the 
activity of the short-sellers in the last quarter of 2008?
    Mr. Pandit. You know, again, as I was talking about this, 
there were a number of instances, post the Lehman Brothers 
collapse, and in our case, post Wachovia break up as well, 
where the markets were not really functioning in a rational 
way, they were frozen. In those markets, there's always this 
battle between fear and confidence. And, that there are ways in 
which fear overtakes it, and particularly, that's the tool that 
short-sellers need to make money. And so that was a very 
dominant activity, and there were no real circuit breakers to 
stop the short-selling, and that's one of the things that took 
our stock down.
    Mr. McWatters. Okay, thank you, my time is up.
    Chair Warren. Thank you, Mr. McWatters.
    Superintendent Neiman.
    Mr. Neiman. Mr. Pandit, I'd like to come back to your 
comments regarding looking forward and financial institution 
reform. And you were very clear in saying Citi believes that 
banks should operate as banks, focus completely on serving 
their clients. I could not agree with you more. I think if 
there's one lesson learned from the American public, it is what 
do we want our banks to be. I think the lexicon of the federal 
safety net is a new term that very few Americans have 
understood previously, but are very focused on now, and it goes 
well beyond FDIC insurance to the other forms of implicit and 
explicit support that are provided to institutions, and that 
can certainly subsidize bank and non-bank activities.
    So, can I read your statement to also imply support for the 
Volker Rule as you understand it?
    Mr. Pandit. Again, Mr. Neiman, I haven't read the rule. It 
just came out, so I don't know what it is.
    Mr. Neiman. Understanding that separating out proprietary 
trading, private equity and hedge fund trading.
    Mr. Pandit. So, let me be very clear, proprietary trading 
is not a significant--is not a big part of our business at all, 
and I don't think banks should be speculating using bank's 
capital. I completely believe that.
    Mr. Neiman. So, can I--because this is important, because 
Citi, as we all well know, really was the poster child and the 
impetus for Gramm-Leach-Bliley and really dramatically changing 
the Glass-Steagall Act. So, when we hear CEOs say that this is 
a step backward, that it could never be implemented, that it 
would have disastrous results for banks business models, can 
you say that it is unfounded and what is your perspective?
    Mr. Pandit. My perspective is proprietary trading is not a 
meaningful part of what I do as a bank. It's not a big part at 
all of the business and I don't think banks should be using 
capital to speculate. As well, banks should be using capital to 
commit on the behalf of clients, they should be using capital 
to make markets, provide liquidity to markets, and they should 
be doing what it takes to manage that risk.
    And, you know, that's fine, and occasionally if you want to 
use small amounts of capital to create new products and new 
ideas, you can do that, but outside of that, we don't see the 
rest of the activities as core to banking.
    Mr. Neiman. So do you think it is reasonable that rules, 
whether drafted by Congress or by regulators, to distinguish 
pure proprietary trading, using capital to support proprietary 
trading, versus market making or hedging to support client-
oriented businesses is a practical solution?
    Mr. Pandit. Well, I think the regulators are best 
positioned to look at what everybody is doing, and we are in 
constant consultation with them, and they are really quite 
equipped to say, you know, this is not necessarily related to 
core banking.
    Mr. Neiman. Well, I look forward--because this is extremely 
important, and not in the sense that proprietary trading 
contributed to the crisis, but it really goes to the issue of 
the federal safety net and how do you prevent the next crisis.
    I'd like to now shift over to consumer protection, because 
the scope of the foreclosure crisis painfully highlights that 
we must do a better job of consumer protection. And you make 
specific comments in your written testimony about the need, 
seemingly in support of a consumer protection agency that would 
adopt standardized rules across the country, and to provide a 
level playing field.
    National banks, including yourself, have often claimed that 
complying with State consumer protection laws is uniquely 
burdensome. I think another lesson that we all have learned 
from this crisis, is that States were the first to sound the 
alarm on predatory lending. And in fact, had many of those laws 
been applied to national banks, we would not have been in the 
crisis that we have today.
    Mr. Pandit. And, Mr. Neiman, I think we should have a race 
to the top on these things, but we should have national 
standards.
    Mr. Neiman. I think that is always what we hear from 
national banks and I spend a lot of time, you know, working. I 
started my career at the Comptroller of Currency and have 
worked for national banks, so I certainly understand that 
perspective, but it is clear that there are thousands of State 
laws that banks comply with, whether it be enforcement of 
contracts, foreclosure, zoning, debt collection processes. Why 
is it when it comes to consumer protection that banks don't 
seem to be able to comply and assert that these are overly 
burdensome?
    Mr. Pandit. We are living in a national market whether we 
like it or not, and we are a national business in what's 
actually a global market, as well. And for consumers, we 
believe that if you go from one State to the other there should 
be some parity on how you are treated. We also believe, by the 
way, clearly, that these kind of rules can increase the cost to 
us, and that can therefore, unfortunately translate into higher 
costs for consumers. And more importantly, whenever you have 
different rules in different States, you create the possibility 
for regulatory arbitrage, which is almost a race to the bottom. 
So, we'd rather have a race to the top with common standards--
the highest standards, you pick them.
    Mr. Neiman. My time has expired, maybe we'll come back to 
this. Thank you.
    Chair Warren. Mr. Pandit, if you can bear with us for just 
a bit longer. We appreciate your being here. We're going to do 
just some short questions. We're going to get through this last 
part quickly.
    So, I just want to ask, since it seemed to be a problem for 
Mr. Allison. Does Citi get a ratings bump from the market 
perception that it is too big to fail?
    Mr. Pandit. I didn't hear that part.
    Chair Warren. Does Citi get a ratings bump, for the market 
perception that it is too big to fail?
    Mr. Pandit. Madam Chair, the rating agencies--and I heard 
earlier--and the rating agencies have put out reports where 
it's their opinion that there are different standards, and not 
only for us, but other banks out there. But it is their opinion 
as we've seen over the last so many quarters, it is only their 
opinion.
    Chair Warren. Only their opinion. Is it valuable to have a 
higher credit rating?
    Mr. Pandit. Now, let me take you through where the markets 
are on this. The markets look at capitalization, the markets 
look at reserves, the markets look at liquidity, they look at 
core earnings power. In our own case, by the way, we've issued 
debt that is substantially longer in maturity than any 
presumption of necessary government assistance or how long it 
might take to get----
    Chair Warren. Mr. Pandit, let me stop there. I think it 
would be hard to make the case that we can see some date in the 
immediate future when Citi will not be too big to fail.
    Let me ask it differently because I really want to keep 
this in small pieces.
    Mr. Pandit. Right.
    Chair Warren. Is it valuable to have a higher credit 
rating?
    Mr. Pandit. Where the market is today, is that it is 
presuming very clearly that the resolution authority is going 
to get passed. And despite that, we're borrowing money at 
longer maturities, based on our credit spreads. That's the 
market's reaction.
    Chair Warren. All right. But Standard & Poor's, the rating 
agency, is giving you a bump. The bump is valuable. Do 
borrowing costs differ for companies that are rated A, for 
example, as Citi is, and BB as Standard & Poor's says Citi 
would be if it did not have this too big to fail guarantee?
    Mr. Pandit. As we look through how the credit markets look 
at credit, ratings are one of the things they take into 
account. But, in this particular case, they've also taken into 
account the fact there will be a resolution authority.
    Chair Warren. But----
    Mr. Pandit. It's our view that we're borrowing on us being 
around because of our capital base, because of our earnings.
    Chair Warren. So, Mr. Pandit, it's your view, that despite 
your A credit rating that you are borrowing at the same cost as 
all of the BB companies?
    Mr. Pandit. We're borrowing at our spreads, and the markets 
reflect spreads that are based on our prospects, our earnings, 
our capitalization.
    Chair Warren. Maybe I should ask this a different way. Is 
there a competitive advantage for a company that has an A 
credit rating, as opposed to a BB?
    Mr. Pandit. In any normalized market, there can be a 
competitive advantage for an A rated versus a BB rated company 
in terms of the cost of funds.
    Chair Warren. But it's your view that Citi isn't getting 
that from its higher rating, it's not getting that benefit of 
being A rated?
    Mr. Pandit. Our view is that we're borrowing on the basis 
of our capital, or borrowing on the basis of the market's 
understanding there's going to be a resolution authority, and 
that we better manage our business correctly.
    Chair Warren. And that unlike other businesses, you don't 
get a competitive advantage by having that A rating instead of 
a BB rating.
    Mr. Pandit. Ratings are one of the factors that are taken 
into account by borrowers, or lenders, when they buy our paper. 
It's one factor. They have to take the whole picture into 
account, including, by the way, the fact that we are 
proposing--let's have a resolution.
    Chair Warren. I understand it's one factor, but can we both 
stipulate it's a very helpful factor?
    Mr. Pandit. Again, of course, how can ratings not be 
helpful, but it is a factor. I keep coming back to saying----
    Chair Warren. I understand.
    Mr. Pandit [continuing]. We raise money of very long 
maturity.
    Chair Warren. I understand, and if we had longer time, we 
could talk about paying for that.
    Mr. Atkins.
    Mr. Atkins. Okay, thank you, Madam Chair.
    I just have a quick question about looking forward and the 
business generating--because we all want, obviously, to see the 
bank happy, healthy, and paying back its TARP funds. When you 
look at the growth of the deposit base, it seems like some of 
your greatest opportunities may be abroad, rather than the U.S. 
Do you see any potential problem there, vis-a-vis the 
Treasury's interest, the U.S. taxpayers' interest in growing 
your business overseas?
    Mr. Pandit. Again, a big part of what we do is connect 
businesses in the U.S. through the world. And we conduct those 
operations on the ground that are necessary for us to be able 
to do that effectively. That, by the way, is on top of the fact 
that we actually are a significant factor in the U.S. market as 
well. We lend in the U.S., we provide credit card loans, we 
provide mortgage loans, we provide corporate loans. So, our 
full package, as a company, is we can help you in the U.S., but 
we can help you wherever you want to go to sell your products, 
to whichever consumer base you want to sell your product.
    Mr. Atkins. But on a risk management basis, isn't it good 
to have a broad base, a business base, a deposit base, not just 
in the U.S., but also in other countries?
    Mr. Pandit. I think that sources of funding are really 
important and having diversified sources of funding are always 
an advantage.
    Mr. Atkins. Now, there's a proposal for an industry 
liabilities tax, which would basically treat foreign sources of 
deposits as a tax liability in this case, and then be taxed 
thus. How do you view those sorts of proposals?
    Mr. Pandit. I think each of those proposals has to be 
looked at in the context of what's the economic impact, if not 
impacting the ability to serve our clients and their ability to 
export. What does that mean for jobs? What does that mean for 
GDP? I mean, those are the things that have to be looked at.
    Mr. Atkins. So, it's a bigger view than just looking at 
individual small questions, you have to look at the totality of 
it.
    Mr. Pandit. Absolutely.
    Mr. Atkins. Now, there's an organizational study that was 
done for you all that, I guess you didn't necessarily implement 
all of the recommendations. Did that have an effect in helping 
you decide what sorts of things went into Citi Holdings or 
might yet go into Citi Holdings, and what is part of your core 
business?
    Mr. Pandit. We actually--yes, we went through a lot, again, 
a very deep, very thoughtful process, markets had changed, 
funding markets had changed, where U.S. growth is going to come 
from changed, including by the way, that foreign consumers are 
going to consume more. So we took all of that into account, and 
that's how we came up with Citicorp as our future.
    Mr. Atkins. So, the rest of these recommendations, are they 
still potentially on the table or are you still reviewing those 
sorts of things, or do you view it as a closed book?
    Mr. Pandit. As you can imagine, I constantly look at what's 
right for Citi, what's right for shareholders, what's right for 
clients, but I believe a large part of our thinking is 
reflected in what we already talked about.
    Mr. Atkins. Okay, super. Well, again, thank you very much 
for being here today.
    Mr. Pandit. Thank you, Mr. Atkins.
    Chair Warren. Thank you.
    Mr. Silvers.
    Mr. Silvers. Mr. Pandit, you were just talking about what's 
in the interest of shareholders and obviously the United States 
Government is a large shareholder. But, I am concerned about 
what I read in analyst reports and the like about a reversion 
to the kinds of dynamics that led your predecessor Mr. Prince 
to come to Treasury and beg them to tell him to not lever up so 
much. Effectively, there are ways of generating shareholder 
value that are not sustainable, and if those values--if those 
ways are pursued once again, it's the United States Government 
that I believe will end up holding the bag, again.
    In that regard, can you tell me what you're doing to ensure 
that those types of short-term unsustainable strategies, 
particularly releveraging, are resisted.
    Mr. Pandit. We have a completely new clear strategy. It's 
about serving clients. Why am I doing something, is it in the 
interest of clients, that's number one. Number two, I have a 
completely redone management team, lots of new people who 
understand what it means to run business. It's a great team 
we've put together. We have a new board with a lot of financial 
services expertise, regulators on the board, people who are 
asset managers, people who have run banks, run businesses, 
they're on the board.
    In addition to that, we've changed our risk management 
completely. The risk management structure looks at products, 
regions, businesses in triplicate to understand exactly what 
our exposures are, and our risk profile and risk appetite has 
changed. So, this is a different company. That's been the goal 
I've been moving towards. I still have those assets that Citi 
came into this market with, I'm working down, but it's a 
different company.
    Mr. Silvers. I'm not so much talking about the assets on 
your balance sheet right now, just the liability side.
    Mr. Pandit. Yes.
    Mr. Silvers. And the pressures that I'm sure you are 
reading about and hearing, as I am, on Citi to relever, to 
reduce--the talk of Citi being over-capitalized and the like.
    Mr. Pandit. Well, I'm glad to hear that we're over-
capitalized.
    Mr. Silvers. It depends on who's saying it, right. If 
people are saying it who have a clear interest who are short-
term equity traders, you know, if you listen to them we could 
easily endanger the--we could easily, essentially put the risk 
of the United States in play once again.
    Mr. Pandit. You can count on me. You can count on my 
management. You can count on the board to run this institution 
prudently, in the interest, not only of our shareholders, but 
starting with our clients and being systemically responsible. 
The biggest change that I'm making at Citi is to develop a 
culture of responsible finance. That's the legacy I want to 
leave behind.
    Mr. Silvers. Mr. Pandit, I appreciate your answer. Can I 
just ask you one more brief question, which is, in you written 
statement you alluded to Citigroup's support for a consumer 
financial protection authority. That's a different word, and 
here I'm trying to protect you against my colleague, Paul 
Atkins' accusation that you parrot the Administration. That's a 
different word than the Administration uses in its white paper. 
They talk about an agency. Is there a meaning to that 
difference?
    Mr. Pandit. Well, I do believe that we need a focal point 
for consumers. I do believe that this area has to set national 
standards, has to promote clear, full disclosure, look at 
consumer markets, all of that. But, there are lots of different 
architectures that can actually create that.
    Mr. Silvers. So, I'm wrong, you do agree with the 
Administration's position on this? I just want to understand 
what position----
    Mr. Pandit. My position is that there are a set of 
functions this consumer authority must serve. My position is 
that this authority must have the ability and the authority to 
execute on its functions, but that the architecture of this can 
be looked at in a lot of different ways.
    Mr. Silvers. Okay, thank you.
    Chair Warren. Mr. McWatters.
    Mr. McWatters: I have no additional questions.
    Thank you for appearing today, Mr. Pandit.
    Mr. Pandit. I appreciate it, Mr. McWatters.
    Chair Warren. Thank you, Mr. McWatters.
    Superintendent Neiman.
    Mr. Neiman. I'd like to come back to our discussion on 
consumer protection because I very much liked your 
characterization of a race to the top, and in fact, with your 
permission, I'd like to use that in future speeches. Because I 
think that's really where we should be going and how it should 
be characterized, but I would believe that the best way of 
getting there is that rules at the federal level be a floor and 
not a ceiling, if you really want to have a race to the top.
    So, my question is, on this issue of preemption in that 
context, is it a necessity or just a preference?
    Mr. Pandit. Mr. Neiman, I can clearly see the different 
points of view on this. I can see, by the way, rationally I can 
see both points, I can just tell you what I believe. I believe 
it's better for the country, better for the consumer that you 
take the best standards and make them national.
    Mr. Neiman. I agree with you, and to the extent that they 
are national standards and they are the best, States, in fact, 
have been very reluctant to go further. One good example is the 
fear from national banks that there's going to be a patchwork. 
Well, Gramm-Leach-Bliley and its adoption of the privacy 
protection rules, said ``we're going to have a national 
standard, however States can go further to protect consumers.'' 
And only a handful of States have done that. So, I think that 
is the right model, and so I'd be interested in your 
perspective on that.
    Mr. Pandit. Again, my perspective is still the same, I 
believe in the highest standards for consumers, absolutely. We 
think what's good for the consumers is good for the U.S., it's 
good for the banking system. I also believe we're a national 
market. So, we really are a national market and shouldn't we 
all just get together and figure out the best standard?
    Mr. Neiman. And we should. But we also have to recognize 
that events change very quickly, and one lesson that we've 
learned is that the States had identified early on issues 
around subprime lending and predatory practices.
    One issue that is often lost in this debate is around duty 
of care owed by financial institutions. There's been a lot of 
focus on CFPA as to where it's located in product terms. But 
what I think is at the core, that is often overlooked, is what 
is the duty of care owed by financial institutions in offering 
of products. Interest-only products may certainly suitable for 
one level of customer, but not another. How would you address 
the duty of care and issues around appropriateness of products, 
in your retail business in particular?
    Mr. Pandit. Absolutely. And by the way, that's one of the 
first things that I made sure of that we changed when I came 
in. We've changed the underwriting standards, we made sure that 
our products are those that we believe are suitable for the 
customers we're selling these products to. I think suitability 
is an important issue.
    Mr. Neiman. Well, I'm glad you raised that term because 
that is at the heart of it. Yeah.
    Mr. Pandit. But I also believe, by the way, that you can't 
be the Lone Ranger on some of these things, and that you do 
need collective action occasionally, and it's not going to 
happen by having just one bank stand up and say that's where I 
am. It needs a focal point, that's why we think we need a----
    Mr. Neiman. And that's why I think we need a new 
federalism, a new level of cooperation between the States and 
the Federal Government, with respect to bank supervision----
    Chair Warren. Thank you.
    Mr. Neiman [continuing]. And consumer protection.
    Chair Warren. Thank you.
    I wish that Assistant Secretary Allison had stayed to hear 
your testimony and to participate in this part of the oversight 
process.
    We appreciate your coming here today, Mr. Pandit. On behalf 
of the entire panel, thank you.
    The record will be held open so that we may submit 
additional questions in writing, and you may submit additional 
answers.
    Otherwise, this hearing is now ended.
    [Whereupon, at 12:47 p.m., the panel was adjourned.]
    [The responses of Mr. Pandit to questions for the record 
from the Congressional Oversight Panel follow:]

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