CHAPTER 3

Thursday, August 17, 2006

In August 2006, President Bush gathered his economic team at Camp David. The presidential retreat is a beautiful wooded spot with rustic lodges and mulched paths one and a half hours by car from Washington, in western Maryland’s Catoctin Mountain Park. It had been five weeks since I had been sworn in as secretary of the Treasury, and I was still feeling my way as an outsider in a close-knit administration.

The economic outlook was strong. Stocks were trading just below their near-record highs of May. The dollar had shown some weakness, particularly against the euro, but overall the U.S. economy was humming—the gross domestic product had risen by nearly 5 percent in the first quarter and by just below 3 percent in the second quarter.

Nonetheless I felt uneasy. On the macro front, the U.S. was conducting two wars, the expenses from Hurricanes Katrina, Rita, and Wilma were mounting, and our entitlement spending kept growing even as the budget deficits shrank. This odd situation was ultimately the result of global financial imbalances that had made policy makers nervous for years. To support unprecedented consumer spending and to make up for its low savings rate, the U.S. was borrowing too much from abroad, while export-driven countries—notably China, other Asian nations, and the oil producers—were shipping capital to us and inadvertently fueling our spendthrift ways. Their recycled dollars enriched Wall Street and inflated tax receipts in the short run but undermined long-term stability and, among other things, exacerbated income inequality in America. How long could this situation last?

My number one concern was the likelihood of a financial crisis. The markets rarely went many years without a severe disruption, and credit had been so easy for so long that people were not braced for a systemic shock. We had not had a major financial blowup since 1998.

We arrived at Camp David late Thursday morning, August 17, ate lunch, and spent the afternoon hiking. That evening, Wendy, ever the athlete, defeated all comers, including me, in the bowling tournament. Though the retreat is well known for the foreign dignitaries who have stayed there, the atmosphere is quite casual. On Josh Bolten’s recommendation I had even bought a pair of khaki pants—at the time, I just had dress slacks and jeans.

In the morning, I went for a brisk run, accompanied by the loud singing of Carolina wrens and, high up in the canopy, migrating warblers. I came across Wendy and First Lady Laura Bush, trailed by a Secret Service detail, heading off to do their birding. I was on my way to see a more exotic species of Washington animal.

After breakfast, the president’s economic team gathered in a large wood-paneled conference room in Laurel, as the main lodge is known (all of Camp David’s buildings are named for trees). Ed Lazear, chairman of the Council of Economic Advisers, led off with a discussion of wages and later talked about pro-growth tax initiatives. Rob Portman, the former congressman then serving as the head of the Office of Management and Budget, dissected budget matters, while Al Hubbard, then director of the National Economic Council, and his deputy director, Keith Hennessey, took us through entitlement issues.

The president’s operating style was on full display. He kept the atmosphere shirt-sleeve informal but brisk and businesslike, moving purposefully through the agenda with a minimum of small talk. Some people have claimed that as president, George W. Bush lacked curiosity and discouraged dissent. Nothing could be further from my experience. He encouraged debate and discussion and picked up on the issues quickly. He asked questions and didn’t let explanations pass if they weren’t clear.

I focused on crisis prevention. I explained that we needed to be prepared to deal with everything from terror attacks and natural disasters to oil price shocks, the collapse of a major bank, or a sharp drop in the value of the dollar.

“If you look at recent history, there is a disturbance in the capital markets every four to eight years,” I said, ticking off the savings and loan crisis in the late ’80s and early ’90s, the bond market blowup of 1994, and the crisis that began in Asia in 1997 and continued with Russia’s default on its debt in 1998. I was convinced we were due for another disruption.

I detailed the big increase in the size of unregulated pools of capital such as hedge funds and private-equity funds, as well as the exponential growth of unregulated over-the-counter (OTC) derivatives like credit default swaps (CDS).

“All of this,” I concluded, “has allowed an enormous amount of leverage—and risk—to creep into the financial system.”

“How did this happen?” the president asked.

It was a humbling question for someone from the financial sector to be asked—after all, we were the ones responsible. I was also keenly aware of the president’s heart-of-the-country disdain for Wall Street and its perceived arrogance and excesses. But it was evident that the administration had not focused on these areas before, so I gave a quick primer on hedging; how and why it was done.

“Airlines,” I explained, “might want to hedge against rising fuel costs by buying futures to lock in today’s prices for future needs. Or an exporter like Mexico might agree to sell oil in the future at today’s levels if it thinks the price is going down.”

I explained how on Wall Street, if you had a big inventory of bonds, you could hedge yourself by buying credit derivatives, which were relatively new instruments designed to pay out should the bonds they insured default or be downgraded by a rating agency. My explanation involved considerable and complex detail, and the president listened carefully. He might not have had my technical knowledge of finance, but he had a Harvard MBA and a good natural feel for markets.

“How much of this activity is just speculation?” he wanted to know.

It was a good question, and one I had been asking myself. Credit derivatives, credit default swaps in particular, had increasingly alarmed me over the past couple of years. The basic concept was sound and useful. But the devil was in the details—and the details were murky. No one knew how much insurance was written on any credit in this private, over-the-counter market. Settling trades had become a worrying mess: in some cases, backlogs ran to months.

Tim Geithner, president of the Federal Reserve Bank of New York, shared my concern and had pressed Wall Street firms hard to clean up their act while I was at Goldman. I had loaned him Gerry Corrigan, a Goldman managing director and risk expert who had been a no-nonsense predecessor of Tim’s at the New York Fed. Gerry led a study, released in 2005, calling for major changes in back-office processes, among other things. Progress had been made, but the lack of transparency of these CDS contracts, coupled with their startling growth rate, unnerved me.

“We can’t predict when the next crisis will come,” I said. “But we need to be prepared.”

In response to a question of the president’s, I said it was impossible to know what might trigger a big disruption. Using the analogy of a forest fire, I said it mattered less how the blaze started than it did to be prepared to contain it—and then put it out.

I was right to be on my guard, but I misread the cause, and the scale, of the coming disaster. Notably absent from my presentation was any mention of problems in housing or mortgages.

I left the mountain retreat confident that I would have a good relationship with my new boss. Wendy shared my conviction, despite her initial reservations about my accepting the job. I later learned that the president had also been apprehensive about how Wendy and I would fit in, given her fund-raising for Hillary Clinton, my ties to Wall Street, and our fervent support of environmental causes. He, too, came away encouraged and increasingly comfortable with us. In fact, we would be among the few non-family members invited to join the president and First Lady for the last weekend they spent at Camp David, in January 2009.

My first months were busy and productive. Treasury would no longer take a back seat in administration policy making, waiting for the White House to tell it what to do. Shaping my senior team, I kept Bob Kimmitt as deputy but changed his role. Typically, deputy secretaries run the day-to-day operations of Cabinet departments, but as a longtime CEO, I intended to do that myself. I’d use Bob, who knew Washington cold and had wide experience in diplomacy and foreign affairs, to complement me in those areas. Bob would bring us expertise, sound advice, and a steady hand as the crisis came on. I was also fortunate to inherit a talented undersecretary for terrorism and financial intelligence, Stuart Levey, with whom I worked to cut Iran off from the global financial system.

The first outside addition to my team was Jim Wilkinson, former senior adviser to Secretary of State Condoleezza Rice and a brilliant outside-the-box thinker, as my chief of staff. Then I recruited Bob Steel as undersecretary for domestic finance; a longtime colleague and friend, he had been a vice chairman of Goldman Sachs and left in early 2004, after a 28-year career. It was an absolutely critical appointment given my forebodings and his intimate knowledge of capital markets.

There was plenty to do. Treasury needed desperately to be modernized. Its technology infrastructure was woefully antiquated. For one critical computer system, we depended on a 1970s mainframe. In another instance, an extraordinary civil servant named Fred Adams had been calculating the interest rates on trillions of dollars in Treasury debt by hand nearly every day for 30 years, including holidays. And he was ready to retire!

To save money, one of my predecessors had closed the Markets Room, so we lacked the ability to monitor independently and in real time what was happening on Wall Street and around the world. I quickly built a new one on the second floor, with help from Tim Geithner, who loaned us staffers from the New York Fed’s own top-notch team. The Markets Room was my first stop many mornings. During the crisis I came to dread the appearance at my door of New York Fed markets liaison Matt Rutherford, who was on loan to Treasury and would come to deliver market updates. It almost never meant good news.

I’m a hands-on manager, and I tried to establish a tone and style that ran counter to the formality of most governmental organizations. I insisted on being called Hank, not the customary Mr. Secretary. I returned phone calls quickly and made a point of getting out of the office to see people. Typically, the Treasury secretary had not spent much time with the heads of the various Treasury agencies and bureaus—from the Bureau of the Public Debt to the Bureau of Engraving and Printing—which account for nearly all of the department’s 110,000 employees. But I believed that face-to-face communications would help us avoid mistakes and improve morale. This would prove helpful later when I would need to work closely with people like John Dugan, the comptroller of the currency, whose office oversaw national banks and who reported to me on policy and budget matters. When the crisis struck, I knew I could rely on John’s calmness and sharp judgment.

To my mind, Treasury secretary is perhaps the best job in the Cabinet: the role embraces both domestic and international matters, and most of the important issues of the country are either economic in nature or have a major economic component. But the Treasury secretary has much less power than the average man or woman in the street might think.

Treasury itself is primarily a policy-making institution, charged with advising the president on economic and financial matters, promoting a strong economy, and overseeing agencies critical to the financial system, including the Internal Revenue Service and the U.S. Mint. But Treasury has very limited spending authority, and the law prohibits the secretary from interfering with the specific actions of regulators like the Office of the Comptroller of the Currency and the Office of Thrift Supervision, even though they are nominally part of the department. Tax-enforcement matters at the IRS are also off-limits. Depression-era legislation allows the president and the Treasury secretary to invoke emergency regulatory powers, but these are limited to banks in the Federal Reserve System and do not extend to institutions like the investment banks or hedge funds that play a major role in today’s financial system.

The power of the Treasury secretary stems from the responsibilities the president delegates to him, his convening power, and his ability to persuade and influence other Cabinet members, independent regulators, foreign finance ministers, and heads of the Bretton Woods institutions like the World Bank or the International Monetary Fund.

I came to Washington determined to make the most of my position. The first order of business was to restore credibility to Treasury by building a strong relationship with President Bush and making clear that I was his top economic adviser. It also helped to make clear to the president that although I would always speak my mind behind closed doors, there would never be any daylight between us publicly.

I chose to define my role broadly. I held regular meetings with Tim Geithner and Federal Reserve Board chairman Ben Bernanke, knowing that in a crisis we would have to work together smoothly. I also tried to develop my relationship with Congress. I had come to Washington with no close contacts on the Hill, but the way I saw it, I now had 535 clients with whom I needed to build relationships, regardless of their party affiliations. I was fortunate to inherit an outstanding assistant secretary for legislative affairs in Kevin Fromer, who had great judgment and a knack for getting things done. I don’t like briefing memos, and Kevin could tell me what I needed to know in two minutes as we rushed from one meeting to the next on the Hill. Afterward, he didn’t shy from telling me what I could have done better. We made a good team.

On August 2, I’d met for the first time with the President’s Working Group on Financial Markets (PWG), in the large conference room across the hall from my office. Led by the secretary of the Treasury, the PWG included the chairs of the Federal Reserve Board, the Securities and Exchange Commission (SEC), and the Commodity Futures Trading Commission. It had been formed after the 1987 market crash to make policy recommendations but had functioned more or less ceremonially. What little preparatory work was done was handled at a very junior staff level. The agencies were competitive and didn’t share information with one another. Meetings were brief, with no staff presentation, and held on an ad hoc basis.

I decided to change that. I added Tim Geithner to our group of principals, reasoning that the New York Fed would be at the forefront of fighting any crisis. I also asked John Dugan to attend the meetings, because the OCC played a major role as a regulator of the largest banks. I was determined to form a cohesive group with close working relationships—it would be critical to how we performed in a crisis.

We scheduled meetings every four to six weeks and put these on the calendar a year in advance. Before long we were clicking, sharing information and developing substantive agendas. Meetings ran three hours and were well organized, with detailed presentations, including a memorable one by the New York Fed on how various financial institutions were managing risk.

Early on we focused on the issues of over-the-counter derivatives and leverage in the system. We homed in on hedge funds. As of February 2006, the SEC had begun requiring them to register as investment advisers, subjecting some to regulatory scrutiny for the first time (others had already volunteered to be regulated). Then in June a federal appeals court had overturned that rule.

The PWG focused on auditing the relationship between the hedge funds and the regulated institutions that, among other services, financed them. In February 2007 we would release a report calling for greater transparency from hedge funds and recommending they follow a set of best-practice management and investing principles. A year later we proposed that the biggest funds, which posed a risk to the system, be required to have a federal charter or license.

In preparation for the PWG meetings, Treasury staff, under the direction of Tony Ryan, assistant secretary for financial markets, studied scenarios that included the failure of a major bank, the blowup of an investment bank, and a spike in oil prices. They had originally planned to conduct tabletop exercises on the failure of a government-sponsored enterprise like Fannie Mae and the collapse of the dollar, but decided against doing so for fear that word might leak to the press, leading the public to believe we thought these scenarios imminent.

When I accepted the job at Treasury, I told President Bush that I wanted to help manage our economic relationship with China. To be successful, we needed to involve the key policy makers of both countries, and I knew I could assist the administration, given my years of experience in China. Launched in September 2006, the Strategic Economic Dialogue (SED) brought together the most senior leaders of both countries to focus on long-term economic matters such as economic imbalances, trade, investment, finance, energy, and the environment. I led the U.S. side, while the feisty vice premier Wu Yi (followed in 2008 by the very able Wang Qishan) represented China.

The SED’s success is one of the achievements I am most proud of, and I am delighted to see it continued by the Obama administration. By focusing on our bilateral strategic relationship, the SED kept our dealings with the Chinese on an even keel through a wave of food- and product-safety scares. And when the financial crisis erupted, the relationships we had built and strengthened with Chinese officials helped us to maintain confidence in our system. That was crucial, given China’s vast holdings of U.S. debt.

Though I took an expansive view of my position, I took care not to run roughshod over other Cabinet secretaries’ turf. I well remember Steve Hadley, the president’s national security adviser, cautioning me that I needed to be properly deferential to Condoleezza Rice. “Her first concern,” he said, “will be that you can’t have two secretaries of State, one for economics and one for everything else.”

When I told Condi about my ideas for the SED, I made the case that a strong economic relationship would help her in her foreign policy leadership role. I made clear to her, “There’s one secretary of State. That’s you. I just want to coordinate and work with you, and help you achieve what you want to achieve.”

Condi and I hit it off from the start. I’d met her when she was the provost at Stanford University and I was CEO at Goldman Sachs. Former secretary of State and Treasury George Shultz, who was at Stanford’s Hoover Institution, had called me and asked if I would meet with her. She was an expert on Russia and was interested in working for Goldman. Now, I hadn’t seen the Russian financial crisis coming—none of us had—so I thought she might be a great asset. But she decided instead to join George W. Bush’s campaign.

Condi and I had lunch my second day at Treasury. She knew the president very well, and she gave me great advice on how to relate to him, suggesting that I make sure to spend time alone with him. Condi is smarter and more articulate than I am. I’m no diplomat and I’m terrible on protocol—where to stand and that sort of thing—but I do know how to get things done. More than once she had to tell me, “Remember, you’re number two in protocol, right after the secretary of State. Walk out right behind me.”

In the early days, with Condi watching out for me, I was fine. But when she wasn’t, problems sometimes arose. In 2007, President Bush hosted the nation’s governors at a conference in Washington at the White House. Condi was unavailable, so Wendy and I were supposed to sit beside George and Laura Bush during the after-dinner entertainment in the East Wing. We got to talking with California governor Arnold Schwarzenegger about environmental issues, and when the time came to sit down, Wendy and I took seats in the back of the room, leaving two empty chairs next to the president and First Lady. Finally, Bob Gates, the Defense secretary, moved over and took one of the vacant seats. Everybody was laughing, especially my Cabinet colleagues. As we walked out after the event, the president said to me, “Paulson, do you want to be a governor?”

But that wasn’t my worst faux pas. President Bush hated it when cell phones went off in meetings. In January 2007, I was in the Oval Office for a meeting with José Manuel Barroso, the president of the European Commission. As dictated by protocol, I sat on the couch to the left of the president, beside Condi. My phone, I thought, was turned off.

We were all listening intently as the two leaders engaged in a pleasant discussion, when my cell phone began to ring. I jumped like I’d been stabbed with a hot stick. I patted myself down, looking first in my suit coat where I always kept the phone, but I couldn’t find it. In my desperation I stood up and checked under the couch cushions in case it had fallen down there—no luck. It just kept ringing, while my mortification level rose. Finally, Condi figured out where it was. She pointed to my right pants pocket, and I turned it off as quickly as I could.

“Paulson,” the president ribbed me later, “that’s a three bagger: in the Oval Office; with a visiting head of state; and you couldn’t find it.” I never let it happen again.

I wish I could say that the offending phone call concerned a critical Treasury matter, but in fact it was from my son, who had called to talk about the Chicago Bulls.

No one has ever accused me of being too smooth. I come at people aggressively and tell them how I think a problem should be solved. I listen to anybody with a good idea, then I make sure that the best solution is adopted. While this approach worked well for me in business, I found that decision making is much more complex and difficult in Washington, particularly on Capitol Hill.

No matter what the problem, large or small, there is no such thing as a quick solution when you deal with Congress. Frankly, you cannot get important and difficult change unless there’s a crisis, and that makes heading off a crisis quite challenging.

Working effectively with lawmakers is a big part of the job of a Treasury secretary, and although I knew it would be frustrating, I underestimated just how frustrating it would be.

We had some early successes in the international arena, staving off potentially harmful anti-China protectionist legislation and getting a bill that clarified the process for foreign investment in the U.S. But we stalled on a number of domestic initiatives, including the administration’s attempts to reform Social Security and Medicare.

Fannie Mae and Freddie Mac, the mortgage giants, presented another difficult legislative challenge. When I first arrived in Washington, I was living out of my suitcase at the St. Regis Hotel at 16th and K Streets. Washington summers are hot and humid, but I enjoyed running around the National Mall, past the monuments and museums, weaving my way through the throngs of tourists. One day in late June 2006, I had just returned to the hotel from a run, dripping wet, when Emil Henry, Treasury assistant secretary for financial institutions, and his deputy, David Nason, showed up at my room to brief me on the two GSEs.

I was no expert on the subject. But the administration and the Fed had warned for years about the dangers these companies posed, and it didn’t take a genius to see that something had to be done.

As I sat there dripping in my soggy running gear, Emil and David explained how Fannie and Freddie were odd constructs. Though they had public shareholders, they were chartered by Congress to stabilize the U.S. mortgage markets and promote affordable housing. Neither lent directly to homebuyers. Instead, they essentially sold insurance, guaranteeing timely payment on mortgages that were packaged into securities and sold by banks to investors. Their charters exempted them from state or local taxes and gave them emergency lines of credit with Treasury. These ties led investors all over the world to believe that securities issued by Fannie and Freddie were backed by the full faith and credit of the U.S. That was not true, and the Clinton and Bush administrations had both said as much, but many investors chose to believe otherwise.

In this murkiness, Fannie and Freddie had prospered. They made money two ways: by charging fees for the guarantees they wrote, and by buying and holding large portfolios of mortgage securities and pocketing the difference—or, in bankers’ talk, the “spread”—between the interest they collected on those securities and their cost of funds. The implicit government backing they enjoyed meant that they paid incredibly low rates on their debt—just above the Treasury’s own.

The companies also got a break on capital. Congress required them to keep only a low level of reserves: minimum capital equal to 0.45 percent of their off-balance-sheet obligations plus 2.5 percent of their portfolio assets, which largely consisted of mortgage-backed securities. Their regulator had temporarily required them to maintain an additional 30 percent surplus, but that still left the GSEs undercapitalized compared with commercial banks of comparable size. Together the companies owned or guaranteed roughly half of all residential mortgages in the U.S.—a stunning $4.4 trillion worth at the time.

Oversight was weak. They had dual regulators: the Department of Housing and Urban Development oversaw their housing mission, while the Office of Federal Housing Enterprise Oversight (OFHEO), an overmatched HUD offshoot, created in 1992, kept watch on their finances.

In short, Fannie and Freddie were disasters waiting to happen. They were extreme examples of a broader problem that was soon to become all too evident—very big financial institutions with too much leverage and lax regulation.

But change was hard to come by. The GSEs wielded incredible power on the Hill thanks in no small part to their long history of employing—and enriching—Washington insiders as they cycled in and out of government. After accounting scandals had forced both GSEs to restate years of earnings, their CEOs were booted, and House and Senate efforts at reform broke down in a dispute over how to manage the size and composition of the GSEs’ portfolios. These had been expanding rapidly and moving into dicier assets—exposing Fannie and Freddie to greater risk.

Answering one of my many questions, Nason pointed out a simple fact: “Two-thirds of their revenue comes from their portfolios, and one-third comes from the securitization business.”

I didn’t need to hear much more than that. “That’s why this is next to impossible to get done,” I said. Their boards had a fiduciary duty to resist giving up two-thirds of their profit, and they would.

The administration, I concluded, had to be more flexible to accomplish any meaningful reform. My idea was to work off a bill that had passed the House the previous year by a three-to-one margin. It would have established a new entity, the Federal Housing Finance Agency, and given it powers, equal to those of banking regulators, to oversee Fannie’s and Freddie’s portfolios.

This House bill had passed with bipartisan support, and I was convinced we could negotiate tougher standards. The White House, however, had opposed it. Convinced that Fannie and Freddie were simply too powerful for their regulator to control, it wanted Congress to write clear statutes limiting the investment portfolios. The administration’s thinking was aligned with a Republican-backed Senate bill, which authorized a more powerful regulator and capped the GSEs’ portfolios. But once the November midterm elections gave the Democrats control of both chambers, the need for flexibility became clear.

Fortunately, I had been forging relationships on both sides of the aisle. One was with longtime Democratic congressman Barney Frank of Massachusetts. With his gravelly voice and pugnacious demeanor, Barney is famous not only inside the Beltway but, for wildly different reasons, to fans of The O’Reilly Factor and Saturday Night Live. Barney’s a showman with a quick, impromptu wit. But he’s also a pragmatic, disciplined, completely honorable politician: he never once violated a confidence of mine. Secure in his seat, he pushes for what he thinks is right. To get things done, he’s willing to deal, to take half a loaf.

Right from the start, he indicated that he was willing to work with me on GSE reform, hashing out the issues of portfolio limits and regulation. Even as we made progress, I ran into opposition inside the administration, leading to one of the worst meetings I would ever have at the White House.

On November 21, David Nason and I met in the Roosevelt Room with HUD secretary Alphonso Jackson and a large group of White House staff that included NEC director Al Hubbard, White House counsel Harriet Miers, and deputy chief of staff Karl Rove. Across the hall from the Oval Office, the Roosevelt Room serves as a daily meeting room for White House staff. With a false skylight and no windows, it’s designed for serious business, and this meeting was no exception.

I explained my position that we should be willing to negotiate on the GSEs, then we went around the table to get people’s opinions. Hubbard declined to declare himself, but everybody else was dead set against my approach. I was used to dissent and debate, but I couldn’t remember the last time everyone in the room had opposed me on an issue. I found this frustrating in the extreme. They were right on principle, but if we didn’t compromise, there would be no reform.

My response, more or less, was a bit petulant: “I know better than all of you on this. I’m going to send a memo to the president.”

I drafted my memo and sent it around. Rove protested that it was disrespectful of the administration’s no-compromise position, and he offered to help me rewrite it over Thanksgiving weekend. I swallowed my pride and accepted. In any event, Rove made clear that I would get my way.

“You’re going to win this because the president will not want to undercut his new Treasury secretary,” he said quietly.

A few days later, on the Sunday after Thanksgiving, I attended a meeting with President Bush in his residence. At the end, he took me aside, handed the memo back to me, and said simply, “Hank, that’s why I brought you here. You go do it.”

We didn’t get a bill passed in the lame-duck session, but Barney made good on his promise to honor the agreements we’d reached after the new Congress came in the following year. By the end of our negotiations in late May, we had pushed a far-from-perfect bill through the House. But our efforts went nowhere in the Senate. The new Banking Committee chairman, Chris Dodd, was running for president so for all practical purposes, the important committee business was put on hold, and the Senate did nothing on the GSEs.

I don’t have a lot of patience for people who came out of the woodwork after we put Fannie and Freddie into conservatorship and declared: “Here’s what I said before: I saw it coming.” Anyone can make a speech pointing out a problem, but the way you solve that problem is by working hard, hacking it out, and, frankly, eating a little dirt.

I came to Washington determined to compromise when necessary to make change happen. But that is not the culture of our capital. It would take until July 2008 to get meaningful GSE reforms passed. By then it was almost too late.