Transcript: Thursday, April 3, 2014

NBR ThumANNOUNCER: This is NIGHTLY BUSINESS REPORT with Tyler Mathisen and
Susie Gharib.

Citigroup (NYSE:C) is reportedly the subject of a federal probe, making
this its second setback in a week. And should investors be concerned?

Google`s long-awaited stock split has arrived and it is not without
controversy. What the change in shares means for investors.

GHARIB: Plot twist. Shares of Barnes & Noble (NYSE:NE) (NYSE:BKS)
plunge as Liberty Media flashes its stake. But there may also be hope for
the struggling bookseller.

We have all that and more tonight on NIGHTLY BUSINESS REPORT for
Thursday, April 3rd.

MATHISEN: Good evening, everyone, and welcome. Thanks for joining

Citigroup (NYSE:C) has struggled more than other banks since it was
bailed out by Uncle Sam during the 2008 financial crisis. Since then, it`s
undergoing a handful of management shakeups, battled questions about
dubious foreclosure practices, fended off allegations of lax money
laundering protections and faced a number of probes into its banking
practices. And just last week, the federal reserve rejected Citi`s plan to
raise its shareholder dividend and jack up its stock buyback complain on
concerns about how much capital the bank has on hand.

Now, the bank`s troubles just got worse. The FBI has reportedly
launched a criminal investigation into the bank`s role in a $400 million
fraud involving its Mexican banking unit. Investors have taken notice,
sending shares down another 1 percent today.

Michelle Caruso-Cabrera has more now on the latest news about
Citigroup (NYSE:C) and how much more the banking behemoth can take.


over): The FBI is investigating Citigroup`s bank in Mexico, Banamex, once
considered Citi`s crowned jewel. Banamex is now a big problem for Citi.
The company revealed in late February a $400 million fraud involving an oil
services company in Mexico.

Even before today`s news of a criminal investigation, analysts
questioned whether Mexico was one of the reasons Citi failed to pass the
federal reserve`s most recent stress test.

Citigroup (NYSE:C) because we do think that the company is facing a pretty
tough time with all of this international upset, and particularly as a
result of what went on in Mexico where they let $400 million out the door
without basically, you know, stopping it.

So, I think that it made a heck of a lot sense for the feds to come
down on Citigroup (NYSE:C), because clearly their controls are not in

CARUSO-CABRERA: The lack of control from the top has some analysts
calling for a broader shakeup at Citi.

MIKE MAYO, CLSA RESEARCH ANALYST: John Gerspach, the CFO, was the
chief accounting officer going into the financial crisis when Citigroup
(NYSE:C) had accounting mishaps. Two years ago, Citi was turned down for
its capital plan by the Fed. That`s strike two. Then, yesterday, being
turned down again is strike three.

Three strikes you`re out. I think Citi needs to replace the CFO.

CARUSO-CABRERA: Also at the center of the controversy, Citi`s co-
president of global consumer banking, Manuel Medina Mora. Medina Mora has
been in charge of Banamex since 1996 and already deducts (ph) his most
recent bonus by more than $1 million, for lack of sufficient controls at

Some say the issues the company faces in Mexico are a sign that a
company is just too big.

John Reed, former Citi chairman, said at a conference earlier this
week that the company was so immense and complex, it`s nearly impossible to

Still, Citi has its defenders on Wall Street.

buying Citigroup (NYSE:C) at these levels, extremely attractive. A lot of
concern in the marketplace already baked in. We have a couple of catalysts
coming up in terms of earnings that I think will be mixed but I think
there`s still a catalyst that they can resubmit and get on track.

CARUSO-CABRERA: The question for Citi, how much more bad news
investors are willing to take.

For NIGHTLY BUSINESS REPORT, Michelle Caruso-Cabrera.


GHARIB: Let`s turn now to Todd Hagerman for more analysis on Citi.
He`s managing director at Sterne Agee.

So, Todd, I understand that until today, you had a buy recommendation
on Citi. You`ve downgraded it to neutral. Tell us why. And neutral still
sounds like you have some hope there.

I`d say there`s hope there. But basically as was reported in the story,
the regulatory risk, the legal risk, I think people are really
underestimating those factors going into the story into 2014 quite frankly.

As you mentioned, we now have criminal investigation, certainly
surrounding the money laundering. I would expect that regulatory action is
going to soon follow surrounding the Banamex situation. But more
importantly, you`ve got a company where their expenses remain very
elevated, notably tied to legal, and, you know, I should point out that
they`re little bit behind the curve relative to their peers in terms of
settling some of these big lawsuits, which leaves some investors
questioning whether, you know, book value might be subject to impairment in
the near future.

So, I think at the end of the day, you`re going to have a protracted
legal and regulatory scenario which is going to keep people on the
sidelines and keep pressure on the stock.

MATHISEN: I don`t mean to be impolite, Todd, but with all you said to
me, I am absolutely dumbfounded why you wouldn`t put a sell on that stock
and get the heck away from it. Why not? I don`t get it.

HAGERMAN: Look, yes, well, I mean, you have — you have to take a
step back and look at the situation. The earnings have come down on this
stock the last three to four consecutive quarters. There`s a lot that`s
already heavily discounted in the shares right now.

Certainly, there was a lot of optimistic going into the Fed`s capital
review program, last week, obviously a big blow to both shareholders and
management. But if you look at the valuation today, there`s a lot
discounted. I don`t think there`s a lot of downside here in the stock. By
the same token, I think, you know, I really can`t see much upside from
here. I just think it`s status quo for a period of time.

GHARIB: You know, Citi has been under the gun for so long now, and
the story we were just reporting it was the point that it`s just not enough
control at Citibank.

Is Citi just too big, too complex, too hard to manage?

HAGERMAN: You know, that`s an argument that goes back to John Reed as
you reference in your story. This is a very large, complex organization.

And I would have to agree. No single individual is capable of
managing this company. It`s been proven time and time again.

We`re starting to see a revolving door within the CEO office over the
last few years. And, you know, it`s a very challenging operation when you
have a global network that stretches from Asia to here in North America to
Latin America. Very difficult.

And in particular, the Fed is going to have a hard time understanding
your control mechanism within an organization like that.

GHARIB: All right. Lots to talk about here.

Thank you so much, Todd. Todd Hagerman, financial services analyst at
Sterne Agee.

And another big bank behaving badly and looking to pay a hefty fine
for it. Bank of America (NYSE:BAC) is close to an agreement to settle
allegations that it forced customers to sign up for extra credit card
protection services they didn`t need. The bank will pay the Consumer
Financial Protection Bureau more than $800 million.

MATHISEN: It was close, but there were no records broken on Wall
Street today, at least not for the full day.

Stocks began the day sprinting higher with both the Dow and S&P 500 in
all-time record high territory for awhile there. Today`s driver growth in
the services sector of the economy last month, but a spike in first-time
jobless claims last week and a jump nation`s trade deficit in February
prompted a fullback ahead of tomorrow`s big March market employment report.

At the end of an up and down day, the Dow ended just a fraction of a
point lower. The NASDAQ was down 38 on a selloff in biotech and technology
shares. And the S&P was off 2 points from Wednesday`s record close.

GHARIB: Now, if you`re you were following shares of Google
(NASDAQ:GOOG) today, no, you weren`t seeing double. This was the first day
of trading for two separate classes of Google (NASDAQ:GOOG) stock. There
was class A and class C. And unlike a lot of big tech names today, shares
of both classes rose but only by a fraction.

So, what`s behind the two different classes of Google (NASDAQ:GOOG)
stock and who are the big winners in the split.

Josh Lipton explains.


Google`s motto is, “don`t be evil”. Another motto could be, “don`t share
the power”. In Silicon Valley, power can mean having a say over the
direction of the company by being a shareholder with voting rights.

Before today, there were only two classes of Google (NASDAQ:GOOG)
stock, class A shares carry voting rights. If you own one share of class A
stock, you have one vote. But cofounders Sergey Brin and Larry Page
maintain control of Google (NASDAQ:GOOG) using class B shares that carry 10
votes for each share. The two, along with Eric Schmidt, Google`s executive
chairman, control more than 60 percent of the vote, which gives them
control over the company`s future.

Starting today, investors can buy class C shares, but that stock
carries no voting rights. Why do this? Because it means Brin and Page
cannot use this new class of stock to compensate employees or to make
acquisitions without giving up any control of the company.

TOM FORTE, TELSEY ADVISORY GROUP: It does protect their long-term
control in Google (NASDAQ:GOOG). But I think if you look at Google
(NASDAQ:GOOG), they`ve really had control from day one. They did have the
initial one vote per and 10 votes per distinction. Investors did
incredibly well if you adjust for this move you`re basically looking at a
$42.50 IPO price and now, the stock trading in the neighborhood of $600.

LIPTON: What does this mean for the average Google (NASDAQ:GOOG)
investor? Not much. The value of their stock hasn`t changed. They just
now own two classes of shares instead of one.

Other companies the S&P 500 that also have different classes of stock
include Comcast (NASDAQ:CMCSA) (NYSE:CCS), CBS (NYSE:CBS) and Facebook
(NASDAQ:FB), the social network`s class B stock, which is mostly owned by
CEO Mark Zuckerberg retain the majority of voting rights.

In just the past few months, Google (NASDAQ:GOOG) has been on a
shopping spree. The company acquired smart thermostat maker Nest Labs for
$3.2 billion and Boston Dynamics which makes robots.

Google (NASDAQ:GOOG) has bought more than 20 companies over the past

(on camera): Google`s founders have shown they have the desire for
acquisitions both large and small. Now, they have a new way to satisfy
that appetite while maintaining their control of the search giant.

Josh Lipton, NIGHTLY BUSINESS REPORT, Silicon Valley.


MATHISEN: The auto parts maker Delphi is getting drag into that
massive legal trouble at General Motors (NYSE:GM) over those faulty
ignition switches it made. They have been linked to at least 13 crash-
related deaths. Plaintiffs suing G.M. have now added Delphi`s name in
their lawsuits against the automaker, included a former Delphi employee
whose daughter was killed in a 2013 Chevy Cobalt accident. Shares of the
auto parts giant down about a half percent today at $69.73.

GHARIB: Well, that drop was nothing compared to the decline in shares
of Barnes & Noble (NYSE:NE) (NYSE:BKS) today. They tumbled nearly 14
percent after one of the bookstore`s chains biggest investors — we`re
talking about Liberty Media — said it sold almost all its stock in the

Morgan Brennan reports on the latest chapter in the Barnes & Noble
(NYSE:NE) (NYSE:BKS) story.


blow for struggling bookstore chain Barnes & Noble (NYSE:NE) (NYSE:BKS).
Liberty Media`s decision to sell its stake is a big turn around from three
years ago when the media giant had tried to buy the entire company,
settling instead for a 17 percent ownership cut.

Today`s stock plunge has investors concerned about the company`s
future. But analysts say there`s still plenty to be hopeful about.

JOHN TINKER, MAXIM GROUP ANALYST: This is definitely a short turn
negative for Barnes & Noble (NYSE:NE) (NYSE:BKS). It`s taken away a
stabilizing force in a somewhat controversial position. But that said,
they still have everything to play for in that you still have Microsoft
(NASDAQ:MSFT) as a large investor in the nook, you still have the chairman
of 26 percent who being considering going private. Most importantly, you
still have a stock that`s very inexpensive.

BRENNAN: Analysts believe that Barnes & Noble`s revenue strength and
ultimately its survival of the company depends on the very thing that`s
driven so many competitors like Borders out of business, its retail stores.

TINKER: I think the surprise in the space has been just how strong
print sales have been. And ironically, there have been complaints in New
York recently about the number of stores closing as people realizing they
like to go to bookstores. It`s very different from a lot of the other
businesses that went digital and just completely left behind the medium.
There are even stories now of children who watch movies on their iPhones
still actually wanting to read print books.

So, that really is — that asset continues for a long, long time.

BRENNAN (on camera): Still Barnes & Noble (NYSE:NE) (NYSE:BKS) fasts
many hurdles as Liberty sells out of its stake, the move erodes some of the
financial stability Barnes & Noble (NYSE:NE) (NYSE:BKS) has gained from
that investment.

Then, there`s the Nook, the e-reader partners with Microsoft
(NASDAQ:MSFT) on. Once a bright spot for the company, the device has been
losing money, with sale down 50 percent last quarter.

For NIGHTLY BUSINESS REPORT, I`m Morgan Brennan in Los Angeles.


MATHISEN: Still ahead, Coke fires back at an activist investor as the
battle over executive compensation at the firm bubbles up.


GHARIB: A big development over allegations of rigged markets because
of high frequency trading which we`ve been telling you about all this week.
Interactive brokers, this is the online stock trading service, is now
giving customers the option of specifying whether they want to make trades
using high frequency technology or have their orders go only through an IEX
trading platform that avoids so-called HFT technology.

MATHISEN: Strong words about high frequency trading creating an
unlevel playing field for individual investors coming from Charles Schwab
today. In a statement, Schwab said high frequency trading is, quote, “a
growing cancer that needs to be addressed.” He said traders using that
technology are again quoting here, gaming the system and reaping (AUDIO
GAP) in profits in the process.

GHARIB: And here`s another hot button issue back in the news,
executive compensation. This time, Coca-Cola`s in the spotlight on how
much it pays its top executives. At a time when the stock price has
fizzled, soda sales are down and consumer tastes are changing.

Sara Eisen has the story.


Cola (NYSE:KO) finding itself in a very unusual public fight with one of
its investors over executive pay.

David Winters, a long-time value investor, is criticizing Coke`s 2014
equity plan which outlines stocks and options awarded to employees over the
next few years. He says it`s overly generous at the expense of
shareholders because it dilutes the value of their shares by as much as 14
percent to 16 percent.

realistically, there`s an awful lot of money being transferred from the
shareholders` pockets to management of the company that`s not growing very
fast. It`s just not right. We think it`s wrong.

EISEN: Winters who owns 2.5 million shares of Coke`s stock has sent
letters to coke`s board and to fellow investors including Warren Buffett,
who`s Coke`s top shareholder, urging them to vote against the plan.

But Coke is fighting back, saying Winters is misinformed and his math
simply does not add up.

awards are very dependent on stock price. Our investors really like that,
because management doesn`t get paid unless the company performs, and unless
our investors get an additional return on theirs.

EISEN: CEO Mukhtar Kent actually saw his total compensation drop more
than 30 percent last year because the stock underperformed. Winters is
also questioning Kent`s role as chairman f the board, saying it`s a
conflict of interest when it comes to making decisions about executive
compensation. Coke rejects that idea as well.

BOWDEN: Our board strongly believes that a combined chair and CEO is
the right structure for our company. And it`s important to note that
compensation committee sets the compensation for our company. So the
compensation committee is comprised entirely of independent directors. So,
there`s not a conflict of interest for having a combined chair-CEO role.

EISEN (on camera): Executive compensation has always been a hot topic
for shareholders. No word yet on Coke from Warren Buffett. Shares will
get their say on April 23rd at the annual meeting when the plan is up for a
vote. Until then, Mr. Winters and Coca-Cola (NYSE:KO) are digging in their



MATHISEN: Micron Technology (NASDAQ:MU) swings to a profit, and that
is where we begin tonight`s market focus. The chip maker reported better
than expected results and sharply higher revenue, helped by a stronger
recovery from chip prices, also its recent acquisition of a memory company
helped results. Better memory always helps.

Shares were up initially after hours. The stock ended the regular
session down nearly 1.5 percent, $24 even the close there.

Battle is brewing over Yelp reviews. The Federal Trade Commission
revealed that it has received more than 2,000 complaints about the review
site over the past five years. And according to an article in the “Wall
Street Journal,” most of those complaints are from small businesses that
claim to have received unfair reviews, often after turning down a pitch to
advertise on the site. Shares plunged 6 percent to $70.61.

Anadarko Petroleum (NYSE:APC) shares jumped after announcing the
biggest environmental settlement on record. It will pay more than $5
billion to settle claims stemming from the 2009 bankruptcy of Tronox. This
was a supplier of paint materials. The government suit was asking for $25
billion to clean up 85 years of pollution left behind by the company`s
Kerr-McGee unit. Investors were relieved the case is finally closed and
shares surged 14 percent to $99.

Perry Ellis` shares popped even though the clothing maker reported a
fourth quarter loss. The company says it`s disappointed with the results
and blamed it on bad weather and slow traffic in the malls. But earnings
did end up topping estimates, and that`s what investors focused on. The
stock rose more than 2.5 percent to $14.62.

And Vivus (NASDAQ:VVUS) shares tumbled on a downgrade. Piper Jaffray
lowered its rating on the stock to underweight and slashed its price target
to $3 from $8. The firm`s site is concerned over the outlook for the
company`s anti-obesity drug. Vivus (NASDAQ:VVUS) fell more than 5 1/2
percent to $5.83.

MATHISEN: Well, some good news about jobs just one day ahead of the
Labor Department`s all important march employment report. The outplacement
firm Challenger, Gray and Christmas says that U.S. companies planned only
34,000 layoffs in March. That`s a good number unless you`re one of the
34,000. That added to the number of announced job cuts in the first
quarter and made it come in at a 19-year low.

GHARIB: Well, despite a string of strong economic data and the major
stock indexes near record highs, a recent study suggests more and more
people don`t consider themselves middle class and feel their version of the
American Dream is moving increasingly out of reach.

Hampton Pearson has more.


Washington never stops talking about restoring the middle class. This
week, house Republicans pitching their latest budget plan.

ask the question, where are the jobs? And too many middle class families
and small businesses continue to struggle in this economy.

PEARSON: Ditto President Obama on the road in Michigan pushing for a
hire minimum wage.

increasingly has folks at the top doing really well, but then middle class
families, people who are struggling to get in the middle class, they`re
working harder but their wages, their incomes aren`t going up.

PEARSON: But five years after the end of the great recession and the
loss of nearly 9 million jobs, several new surveys find more and more
people who believe the middle class is disappearing. From the Pew Research
Center in 2008, 53 percent called themselves middle class. Now, it`s just
44 percent according to a January survey, a 20 percent drop in just four

Census Bureau data shows a dramatic increase in the wealth gap. The
wealthiest 5 percent of American households seeing a huge increase in
income over the last 30 years.

And there`s even been a spike in those who identify themselves as
lower class, according to a University of Chicago survey. Expert
researchers across the country say those social standing trends are
accelerating to the down side.

PAUL TAYLER, PEW RESEARCH: Median household income, which is perhaps
the best single metric of economic well-being, has not returned to the peak
that it had pre-recession. Indeed, it hasn`t returned to its peak in 1999.

So there`s been 15 years of economic stagnation. People live that.
They experience that. They also live the growing economic inequality and
insecurity that has been a part of the modern economic landscape.

PEARSON: There is an impact on the main street economy. People who
feel they`ve slipped from the middle class tend to spend and borrow less.

TAYLER: Today, they`re much more sober in their spending habits. And
that may indeed have a knock on effect in an economy about 70 percent of
which is fuelled by consumer spending.

PEARSON (on camera): Another factor in the erosion of the middle
class, long-term unemployment, which actually went up in February by
200,000. There are now nearly 4 million people who have been out of work
for six months or longer.

For NIGHTLY BUSINESS REPORT, I`m Hampton Pearson in Washington.


GHARIB: Coming up on NIGHTLY BUSINESS REPORT, how the young and
healthy really feel about paying for health insurance. And why it`s such a
challenge to get them to sign up.


GHARIB: Another large group of Americans has found a different way to
save money on medical coverage. Young millennials are opting to stay on
their parents` insurance plans instead of signing up and paying for their

Bertha Coombs explains.


For Jay Lundeen, navigating health benefits when he got a job as an account
executive was a lesson in sticker shock.

$100, $150 for me every month.

COOMBS: The 25-year-old opted against taking benefits from his
employer Casey Nightingale because under the ACA, he was able to get
coverage on his dad`s insurance.

LUNDEEN: He managed to work it out with his company and basically
just get me covered without any extra cost to him. So, at that point, the
calculation was very easy to make. It was oh, I can pay for health
insurance through my company or I can stay with my dad and it doesn`t cost
him anything and doesn`t cost me anything until I`m 26.

COOMBS: More young workers like him are taking the mom and dad route,
according to new data from payroll processor ADP. Since 2010, workers
under 30 at the nation`s largest companies saw their eligibility for
insurance rise over 4 percent. Yet their rate of enrollment in company
plans dropped over 7.5 percent. ADP officials say for many, the core issue
is cost.

DAVID MARINI, ADP DIVISION VP: Certainly when you look at this
population of under 30, they`re at the beginning of their careers and their
salaries would tend to be lower than other age group populations.

COOMBS: Big firms need healthy young employees to sign up for their
plans to offset the costs of older workers. To engage them they need to
focus on affordable options and on benefits that matter to them, says youth
policy advocate Jen Mishory.

health services, preventative care, the kind of services young people
really need and value.

COOMBS (on camera): We could see a shift in 2016 under ACA.
Employers will be able to enroll workers automatically in benefit plans.

Also in 2016, steeper fines kick in under the individual mandate.

(voice-over): Jay Lundeen has thought about just paying a fine next
year, but he`ll likely opt for coverage.

LUNDEEN: I will buy it. But perhaps a little grudgingly.



GHARIB: To read more about young millennials and how they`re dealing
with their health care issues go to our Web site,

MATHISEN: And finally tonight, a renovation that`s nearly 40 years in
the making. Some of the most iconic artifacts of American aviation and
space history will be getting updated displays at the Smithsonian`s really
wonderful national air and space museum in Washington, thanks to a $30
million donation from Boeing (NYSE:BA).

Among the pieces getting brand-new displays after the two-year
project, Charles Lindbergh`s spirit of St. Louis propeller plane across the
Atlantic, John Glen`s mercury capsule from NASA`s first earth orbit and the
centerpiece of the museum, the Apollo lunar module from the very first moon
landing in 1969.

Now, don`t worry if you`re planning a trip this summer. The museum
will be open during the renovations. It is a favorite especially for young

GHARIB: Sounds fantastic.

That`s NIGHTLY BUSINESS REPORT for tonight. I`m Susie Gharib. Thanks
for watching.

MATHISEN: And I`m Tyler Mathisen. Have a great evening, everybody.

I won`t see you here tomorrow. I`m off. But she will.

GHARIB: I`ll be here with Bill Griffin.

MATHISEN: We`ll see you then.

GHARIB: Thanks so much. See you tomorrow.


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