11-K 1 c-401kplanx12312017.htm 11-K Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2017

Commission File No. 1-9924


__________________________________



A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:

CITI RETIREMENT SAVINGS PLAN
Plans Administration Committee
388 Greenwich Street, 15th Floor
New York, NY 10013



B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Citigroup Inc.
388 Greenwich Street
New York, NY 10013



CITI RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2017 and 2016
(With Report of Independent Registered Public Accounting Firm Thereon)





CITI RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2017 and 2016
Table of Contents
 
Page
Report of Independent Registered Public Accounting Firm
 
 
Financial Statements:
 
 
 
Statements of Net Assets Available for Benefits as of December 31, 2017 and 2016
 
 
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2017 and 2016
 
 
Notes to Financial Statements
 
 
Supplemental Schedule:*
 
 
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2017
 
 
Signatures
 
 
 
 
 
 
*
Other schedules required by Form 5500 which are not applicable have been omitted





Report of Independent Registered Public Accounting Firm


To the Plan Participants and Plan Administrator of
The Citi Retirement Savings Plan :

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of the Citi Retirement Savings Plan (the Plan) as of December 31, 2017 and 2016, the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively, the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2017 and 2016, and the changes to net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


1



Accompanying Supplemental Information

The accompanying Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan's financial statements. The supplemental information is the responsibility of the Plan's management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.



/s/ KPMG LLP

We have served as the Plan's auditor since 1987.

New York, New York
June 11, 2018



CITI RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
 
2017
 
2016
Assets:
 
 
 
Investments, at fair value
$
12,532,451,625

 
$
10,498,388,993

Investments in fully benefit-responsive investment contracts,
 
 
 
at contract value
1,194,792,199

 
1,243,921,248

Total investments
13,727,243,824

 
11,742,310,241

Receivables:
 
 
 
Employer contributions
381,616,662

 
369,473,769

Interest and dividends
3,950,812

 
2,777,788

Receivable for securities sold
1,339,436

 
8,769,695

Participant contributions
836,470

 
527,735

Participant loans
228,425,739

 
225,768,994

Other

 
361,709

Total receivables
616,169,119

 
607,679,690

Total assets
14,343,412,943

 
12,349,989,931

Liabilities:
 
 
 
Payable for securities purchased
3,712,024

 
9,611,342

Payable for trustee and administrative fees
7,381,792

 
3,714,383

Total liabilities
11,093,816

 
13,325,725

Net assets available for benefits
$
14,332,319,127

 
$
12,336,664,206

See accompanying notes to financial statements.
 
 
 


3


CITI RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2017 and 2016

 
2017
 
2016
Additions to net assets attributable to:
 
 
 
Investment income :
 
 
 
Dividends
$
39,381,593

 
$
59,883,406

Interest
27,436,950

 
27,175,479

Net appreciation in fair value of investments
1,932,013,254

 
913,854,323

Net investment income
1,998,831,797

 
1,000,913,208

Interest income from loans receivable from participants
9,909,158

 
9,578,925

Contributions:
 
 
 
Employer
381,862,875

 
369,578,220

Participants
503,532,614

 
481,912,224

Rollover
50,021,113

 
39,524,591

Total contributions
935,416,602

 
891,015,035

Total additions to net assets
2,944,157,557

 
1,901,507,168

Deductions from net assets attributable to:
 
 
 
Distributions to participants
919,461,178

 
960,550,791

Trustee and administrative expenses
18,875,863

 
18,295,046

Dividends paid directly to participants
10,165,595

 
5,195,127

Total deductions from net assets
948,502,636

 
984,040,964

Net increase
1,995,654,921

 
917,466,204

Net assets available for benefits at:
 
 
 
Beginning of year
12,336,664,206

 
11,419,198,002

End of year
$
14,332,319,127

 
$
12,336,664,206

See accompanying notes to financial statements.
 
 
 


4

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016




(1)Description of the Plan
The following brief description of the Citi Retirement Savings Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan's Summary Plan Description and legal plan document for a more complete description of the Plan.
(a)
General
The Plan was established in 1987 and is a defined contribution plan designed to encourage savings on the part of eligible employees. The Plan covers eligible employees of Citigroup Inc. (the Company), its subsidiaries and affiliates. The Company is the Plan Sponsor, as defined by the Plan document. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and the Internal Revenue Code of 1986, as amended (the Code). The Plan is designed to comply with Section 404(c) of ERISA and the related regulations. As a result, the Plan's fiduciaries may be released from liability for any losses that result from the participant's individual investment decisions.
The Plan was initially designed as an Employee Stock Ownership Plan (ESOP) within the meaning of Section 4975(e)(7) of the Code. Effective March 1, 2003, the Plan consists of an ESOP component and a non‑ESOP component. The ESOP component consists of any amount invested in the Citigroup Common Stock Fund under the Plan.
For the year ended December 31, 2016 and through January 31, 2017, State Street Bank & Trust Company was the trustee and the custodian of the Plan. Effective February 1, 2017, Bank of New York Mellon became the trustee and the custodian of the Plan. The Plan is administered by Alight Solutions Inc., a third‑party administrator.
(b)
Eligibility
Eligible employees generally include (1) employees working in the U.S. and paid from a Company payroll or (2) U.S. citizens or lawful permanent residents of the U.S. performing services overseas in an expatriate employment classification in each case who are performing services for the Company and participating subsidiaries, as defined in the Plan document.
Full‑time employees or part‑time employees scheduled to work 20 or more hours a week are eligible to participate on the first day of the first pay period after the participant becomes an employee of the Company.
Part‑time employees scheduled to work fewer than 20 hours a week are eligible to participate in the Plan on January 1 or July 1 after the employee is credited with at least 1,000 hours of service during the first 12 months with the Company or at least 1,000 hours of service in any calendar year beginning after the employee’s date of hire.
(c)
Employee Contributions
Eligible employees may defer on a before-tax and/or Roth basis a portion of their eligible pay, which generally includes overtime, commissions, shift differential pay, and periodic incentive bonuses, reduced each pay period, in any 1% increment, by an amount up to 50% of their eligible compensation in a whole percentage up to the maximum permitted by law, plus an additional catch‑up contribution, if eligible (in whole percentages but not exceeding 49% of pay).
Newly hired and rehired eligible employees are automatically enrolled in the Plan at a 6% before-tax contribution rate unless they otherwise enroll themselves or opt out of the Plan. Participants who are

5

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



automatically enrolled in the Plan, but do not make an investment election, are invested in the Plan’s default investment, which is the Plan’s “target retirement date” fund consistent with the participant’s projected year of retirement. Further, unless the participant elects a different rate, for employees who are automatically enrolled, their contribution rate is automatically increased by 1% until they reach a before-tax contribution rate of 15%.
Catch‑up contributions are permitted in accordance with Section 414(v) of the Code. Participants who are over age 50 by the Plan year‑end can contribute up to 49% of their eligible pay up to the applicable statutory limit. There is no automatic enrollment for catch‑up contributions.
(d)
Employer Contributions
During 2017 and 2016, employer contributions consisted of three components: the Company matching contribution, fixed contribution, and transition contribution. A one‑time Company contribution is also provided to certain grandfathered participants on a limited basis when they become eligible.
The Company matching contribution was equal to 100% of the participant’s before-tax and/or Roth contributions up to 6% of the participant’s eligible compensation in 2017 and 2016 (up to the annual compensation maximum set by the Code for 2017 and 2016, respectively) for eligible employees at all compensation levels. Company matching contributions did not exceed the lesser of the participant’s contribution or 6% of the participant’s eligible compensation up to the statutory limit. Catch‑up contributions are not subject to matching contributions, but may be reclassified as before-tax contributions if the participant has not reached 6% of before-tax contributions. Participants must contribute to the Plan to receive Company matching contributions.
A fixed contribution of up to 2% of eligible pay is credited to the Plan accounts of eligible employees whose qualifying annual compensation, as defined in the Plan, is $100,000 or less.
An annual transition contribution is credited to the Plan accounts of certain employees who were eligible to receive benefits under the Plan, the Citigroup Pension Plan, and the Citigroup Ownership Program in 2007, prior to the plans’ redesign. If an employee’s total benefit opportunity under the three programs was greater than his or her benefit opportunity under the Plan, an additional transition contribution is credited. Participants receiving this transition contribution generally have long service and must be continuously employed by the Company since December 31, 2006.
At December 31, 2017, the employer contribution receivable was $381.6 million; whereas, at December 31, 2016, the employer contribution receivable was $369.5 million. Company contributions relating to 2017 and 2016 were received and credited to participant accounts during the first quarter of 2018 and 2017, respectively.
(e)
Participant Accounts
The Plan maintains a separate account for each participant, to which contributions, expenses, investment gains and losses are allocated.
Participants may elect to invest their deferral contributions, Company contributions, and account balance among the investment fund options offered under the Plan in whole increments of 1%.
A participant may elect to suspend or resume his or her contributions, subject to the Plan’s notice requirements. In addition, a participant may change the rate of his or her contributions, subject to the Plan’s notice requirements, and may elect to change the allocation of future contributions among the funds daily. A participant may also elect to transfer the value of his or her contributions in whole increments of 1% to other Plan investment funds, subject to certain restrictions.

6

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



Changes requested by participants are implemented as soon as administratively practicable, in accordance with the Plan document.
(f)
Rollover and Transfer Contributions
The Plan permits participants to have their interests in other qualified plans rolled over to the Plan or to make rollover contributions into the Plan from a conduit individual retirement account (IRA), which holds amounts attributable solely to a rollover from another qualified plan. Such transfers or rollovers to the Plan may only be made with the approval of the Plan’s management and do not affect any other contributions made by or on behalf of a participant.
Of the participant contributions reported in 2017 and 2016, $50.0 million and $39.5 million, respectively, related to rollover contributions into the Plan.
(g)
Investment Options
Plan assets are held in a trust fund and are invested in the investment options offered under the Plan at the direction of Plan participants, in accordance with the Plan document.
In general, Plan participants may move a portion or all of their account balances among the Plan’s investment options through a fund transfer, reallocation or rebalance, generally not more frequently than once every seven calendar days. An exception to this rule is that they may move a portion or all of their account balances into the BlackRock Cash Funds: Treasury at any time. However, once a participant moves his or her Plan assets into that fund, he or she cannot move Plan assets out of the fund for seven calendar days.
In addition, Plan participants may not move an investment in the BNY Mellon Stable Value Fund (see note 3) through a fund transfer, reallocation, or rebalance directly into any of the two investment options that are considered competitors of the BNY Mellon Stable Value Fund - the BlackRock Cash Funds: Treasury and the BFA LifePath Index Retirement Fund. The BFA LifePath Index Retirement Fund is not considered a money market fund or stable value fund. This restriction on transfers enables the BNY Mellon Stable Value Fund to secure higher‑yielding, fixed‑income investments intended to preserve principal and earned interest.
If a Plan participant moves a portion or all of his or her account balance from the BNY Mellon Stable Value Fund through a fund transfer, reallocation, or rebalance into any investment option other than the two competing investment options named above, the amount moved must remain invested in a noncompeting investment option for at least 90 days before it can be moved into one of the two competing investment options.
These restrictions are subject to change at any time depending on generally applicable Plan rules or the requirements of the funds.
To the extent required by the compliance procedures of a mutual fund to ensure the fund’s adherence to the market timing rules mandated by the Securities and Exchange Commission and upon request by a mutual fund, the Plan may provide reports to the fund detailing Plan participants’ trading activity in that particular fund. The Company also may restrict the ability of certain Plan participants to invest in or divest from the Citigroup Common Stock Fund.
In general, no investment-related transaction costs are associated with the Plan, though the funds have the right to impose redemption fees, should they decide to do so.

7

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



The Plan does not directly participate in securities lending programs; however, there are investment funds that engage in securities lending which are available to Plan participants. The investment manager for an investment option determines the terms of, and the extent to which, securities lending is used. Engaging in securities lending is intended to benefit Plan participants investing in such investment offering.
Effective June 1, 2016, WAMCO High Yield was eliminated as a component of the High Yield Bond Fund and replaced by BlackRock High Yield and Prudential High Yield. Additionally, the weighting for the High Yield Bond Fund was changed to 40% T. Rowe Price, 40% BlackRock and 20% Prudential.
Effective November 30, 2016, the Large Cap U.S. Equity Fund was eliminated and all assets were transferred to the SSgA S&P 500 Index Fund.
Effective March 1, 2017, the Large Cap Non-U.S. Equity Fund was restructured, eliminating the DFA International Value IV and DFA Emerging Markets II components, and adding WCM Focused Growth International, Lazard International and the Schroder Multi Cap International Fund. Additionally, the weighting for the Large Cap Non-U.S. Fund was changed to 25% for each component strategy.
Effective May 22, 2017, the BlackRock T-Fund was eliminated and replaced by the BlackRock Cash Funds: Treasury.
Effective September 22, 2017, the Small Cap U.S. Equity Fund was restructured, eliminating the Numeric Small Cap Growth component, and adding T. Rowe Price Small Cap Growth and LA Capital Small Cap Growth. Additionally, the weighting for the Small Cap U.S. Fund was changed to 25% for each component strategy.
Effective March 29, 2018, State Street Global Advisors (SSgA) was replaced by BlackRock as the manager for the S&P 500 Index Fund, Russell 2000 Index Fund, S&P Midcap 400 Index Fund, Russell 3000 Index Fund, MSCI EAFE Index Fund, MSCI Emerging Markets Index Fund, Bloomberg Barclays US TIPS Index Fund and the Bloomberg Roll Select Commodity Index Fund.
Effective March 29, 2018, the SSgA Diversified Bond Fund was eliminated as an investment option and the assets were transferred to the BlackRock US Bond Fund.
(h)
Vesting
The rights of a participant to his or her own contributions and any earnings thereon are at all times fully vested and nonforfeitable.
Company fixed and transition contributions, as described in note 1(d), vest according to the following schedule:
Upon completion of three years of service, any fixed and/or transition contributions made on a participant’s behalf will be immediately vested;
If a participant reaches age 55, dies or becomes disabled while in service;
In the case of a full or partial termination of the Plan or complete discontinuance of contributions under the Plan.
Once a participant is vested in his or her Company contributions, those contributions are available for distribution or rollover once he or she leaves the Company or is otherwise eligible to take a distribution, as more fully described in notes 1(k) and (l).

8

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



(i)
Forfeited Accounts
Forfeitures may be used to offset expenses of the Plan. During 2017 and 2016, $415,413 and $2,486,133, respectively, of forfeitures were used to offset Plan expenses. As of December 31, 2017 and 2016, unallocated forfeitures were $809,637 and $924,446, respectively.
(j)
Loans Receivable from Participants
Subject to the Plan’s provisions and the requirements contained within ERISA and the Code, participants may apply for up to two loans from the Plan at a fixed annual interest rate equal to the prime rate, as published in The Wall Street Journal for the fifteenth business day of the month in which the loan application is initiated, plus 1%. Loans may be made for a minimum amount of $1,000, the maximum of which would be the lesser of 50% of the participant’s vested account balance or $50,000, less the highest outstanding loan balance in the previous twelve months. Loans receivable from participants as of December 31, 2017 and 2016 bore interest rates from 4.25% to 10.50%.
Loans receivable from participants are valued at unpaid principal plus any accrued but unpaid interest.
Loan repayments by participants who are employed by the Company are generally made through after‑tax payroll deductions. Manual loan repayments by participants who are no longer employed by the Company and who are eligible to make manual loan repayments are submitted directly to Alight Solutions, Inc.. Loan terms range from 1 to 5 years for general‑purpose loans or up to 20 years for the purchase of a primary residence.
Each loan is secured through the vested balance in the participant’s Plan account. If a participant defaults on his or her loan by failing to make timely repayments, the outstanding principal and interest due on the loan is treated as a deemed distribution and reported as a taxable distribution to the participant as soon as administratively practicable in the year of default. If the participant has an outstanding loan and takes a distribution of his or her Plan benefit, the outstanding principal and interest due on the loan is deducted from the account balance before an amount is distributed to the participant.
A participant applying for a loan through the Plan will be charged a $50 loan application fee. The loan application fee is nonrefundable and will be used to offset the administrative expenses associated with the loan. The fee will be deducted from the participant’s Plan account at the time his or her loan request is processed. Plan participants who reside in Florida may be subject to a nominal tax imposed by Florida law, which is deducted from the participant’s Plan account at the time his or her loan request is processed as soon as administratively practicable.
(k)
Withdrawals
Prior to termination of employment, a participant may withdraw, subject to the Plan’s notice requirements, all or a portion of the vested value of his or her participant account if the participant has attained age 59½ or becomes totally and permanently disabled, or a certain portion of the value of his or her participant account in the event of demonstrated financial hardship, subject to the Plan’s provisions. Withdrawals to which a participant is entitled are the amounts that can be provided by the contributions and income thereon (including net realized and unrealized investment gains and losses) allocated to each participant’s account, less allocated expenses. Withdrawals from the Citigroup Common Stock Fund and the State Street Common Stock Fund may be paid in either shares of common stock or cash at the discretion of the participant, with the exception of a hardship withdrawal, which must be paid in cash. Fractional shares and withdrawals from other funds are paid in cash.


9

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



(l)
Distributions
A participant, after leaving the Company, can have the total of his or her vested account distributed in accordance with the provisions of the Plan.
If the value of a participant’s account exceeds $5,000, the participant may elect to defer the commencement of his or her distribution until April 1 of the calendar year following the calendar year in which the participant attains age 70 ½, or may request a distribution at any time in the form of a lump‑sum payment or installments. The value of this distribution will be based on the value of the participant’s vested account at the valuation date that coincides with the distribution, to the extent administratively practicable. If the participant has terminated employment, minimum distributions must commence no later than April 1 of the calendar year following the calendar year in which the participant attains age 70½. If the participant is still employed at age 70½, minimum distributions must commence when the participant retires or otherwise separates from service.
If the value of a participant’s account is at least $1,000 and does not exceed $5,000, the Plan will automatically roll the participant’s account over to an IRA, if the participant does not elect otherwise within 90 days of receiving a notice from the Plan. This provision does not apply to participants who are age 65 or older. If the Plan participant is age 65 or older and his or her account balance is $5,000 or less, the Plan will distribute his or her account as a lump‑sum distribution and withhold the applicable taxes. If the value of a participant’s account is less than $1,000, the Plan will distribute the participant’s account upon termination of employment, unless otherwise instructed.
Distributions to which a participant is entitled are the vested amounts that can be provided by the contributions and income thereon (including net realized and unrealized investment gains and losses) allocated to each participant’s account, less allocated expenses. Distributions from the Citigroup Common Stock Fund and the State Street Common Stock Fund may be paid in either shares of common stock or cash at the discretion of the participant. Fractional shares and distributions from other funds are paid in cash.
(2)
Summary of Significant Accounting Policies
(a)
Basis of Accounting
The accompanying financial statements have been prepared under the accrual basis of accounting.
(b)
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities, changes therein, and disclosure of contingent assets and liabilities at the date the financial statements are prepared. Actual results could differ from those estimates and assumptions. Significant estimates inherent in the preparation of the financial statements include the fair value of investments.
(c)
Investment Valuation and Income Recognition
Investments held by the Plan are generally stated at fair value with the exception of fully benefit-responsive investment contracts, which according to GAAP are stated at contract value.

Cash equivalents and short-term investments are valued at cost, which approximates fair value.

Equity investments traded on national securities exchanges are valued at their closing market prices. When no trades are reported, they are valued at the most recent bid quotation; securities traded in the

10

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



over‑the‑counter market are valued at their last sale or bid price. This includes U.S. and non‑U.S. equities in separately managed accounts.
The shares of common stock held by the Citigroup Common Stock Fund and the State Street Common Stock Fund are valued at the last reported sale price on the New York Stock Exchange on the last business day of the year.
Mutual funds are valued at the net asset value (NAV) reported in the active market where the fund is traded on a daily basis.
Collective trust funds are valued based on NAV. In 2016, these investments were re-evaluated and determined to have readily determinable fair values as compared to being valued at fair value using NAV as a practical expedient. Participant‑directed redemptions from these collective trust funds generally can be made daily, subject to a Plan imposed 7‑day minimum holding period on investments (other than BNY Mellon Stable Value Fund related investments which have a longer holding period). There were no unfunded commitments as of December 31, 2017.
Purchases and sales of investments are recorded on a trade-date basis. Securities purchased or sold near year-end may result in payments on these securities not being made or received until after the Plan’s year-end. The amounts of such payments are recorded as payables or receivables as of year-end in the statements of net assets available for benefits. Interest income is recorded as earned on the accrual basis. Dividend income is recorded on the ex-dividend date.

(d)
Fair Value of Other Assets and Liabilities
The carrying value of other assets and liabilities approximates fair value because of the short-term nature of these items.
(e)
Payment of Benefits
Benefits are recorded when paid.
(3)    Guaranteed Investment Contracts
The Plan’s BNY Mellon Stable Value Fund (Fund) is a custom investment vehicle that invests in fully benefit‑responsive investment contracts, including traditional GICs, synthetic GICs and separate account GICs issued by insurance companies.
Traditional GICs are investment contracts backed by the general assets of the issuer. The issuer agrees to provide the Fund with a guaranteed interest rate on the Fund’s investment for a specified period of time. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. At December 31, 2017 and 2016, the Plan did not have any traditional GICs.
Synthetic GICs consist of two parts: underlying investments, generally fixed-income- related securities owned directly by the Plan and a “wrapper” contract purchased from an insurance company. The wrapper contract guarantees full payment of principal and interest. The wrapper contracts are obligated to provide an interest crediting rate of not less than zero. The wrapper contract amortizes the realized and unrealized gains and losses on the underlying fixed income investments, typically over the duration of the investments, through adjustments to the future interest crediting rate. These investments are credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

11

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



Separate account GICs are investment contracts in a segregated account backed by the general assets of the issuer for the benefit of the investors. The total return of the segregated account assets supports the separate account GICs return. The credited rate on this product will reset periodically and it will have an interest rate of not less than zero. During 2017, the Plan disposed of its separate account GICs.
There are no reserves against contract value for credit risk of the contract issuers or otherwise.
An investment contract is considered fully benefit‑responsive if all of the following criteria are met:
The investment contract is between the Fund and the issuer and the contract cannot be sold or assigned.
The contract issuer must be obligated to repay principal and interest to participants in the Fund or provide prospective crediting rate adjustments that cannot result in an interest crediting rate less than zero.
All permitted participant‑initiated transactions occur at contract value, without limitations.
An event that limits the ability of the participant to transact at contract value is not probable.
The Fund must allow participants reasonable access to their funds.
The Plan’s management has concluded that the GICs are fully benefit‑responsive investment contracts and has reported such contracts at contract value, as shown in the table below:
 
2017
 
2016
Investments in fully benefit-responsive investment contracts, at contract value:
 
 
 
Separate account GICs
$

 
$
194,931,959

Synthetic GICs
1,194,792,199

 
1,048,989,289

Investments in fully benefit-responsive investment contracts, at contract value:
$
1,194,792,199

 
$
1,243,921,248

In addition, the Fund owns units of the State Street Short‑Term Investment Fund, which serves as the Fund’s short‑term liquidity vehicle, included in the fair value hierarchy table in cash equivalents and short-term investments.
(4)
Fair Value Measurements
FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement, provides a framework for measuring fair value, which provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 – Quoted prices for identical instruments in active markets.
Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model‑derived valuations in which all significant inputs and significant value drivers are observable in active markets.
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

12

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



This hierarchy requires the Plan’s management to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. As required by ASC 820, assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
The methods described above may produce a fair value measurement that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2017.
 
 
December 31, 2017
 
 
Level 1
 
 
Level 2
 
 
Total
Investments, at fair value:
 
 
 
 
 
 
 
 
Cash equivalents and short-term investments
$
668,042

 
$
71,783,909

 
$
72,451,951

Collective trust funds
 

 
 
9,899,697,200

 
 
9,899,697,200

U.S. equities
 
1,162,749,464

 
 

 
 
1,162,749,464

Non-U.S. equities
 
508,393,616

 
 

 
 
508,393,616

Mutual funds
 
889,159,394

 
 

 
 
889,159,394

Investments, at fair value
$
2,560,970,516

 
$
9,971,481,109

 
$
12,532,451,625

The table below categorizes the Plan’s investments by level within the fair value hierarchy as of December 31, 2016.
 
 
December 31, 2016
 
 
Level 1
 
 
Level 2
 
 
Total
Investments, at fair value:
 

 
 
 
 
 
 
Cash equivalents and short-term investments
$
418,956,859

 
$
89,964,066

 
$
508,920,925

Collective trust funds
 

 
 
8,064,318,775

 
 
8,064,318,775

U.S. equities
 
971,828,893

 
 

 
 
971,828,893

Non-U.S. equities
 
238,700,844

 
 

 
 
238,700,844

Mutual funds
 
714,619,556

 
 

 
 
714,619,556

Investments, at fair value
$
2,344,106,152

 
$
8,154,282,841

 
$
10,498,388,993

Apart from the reclassification of collective trust funds to Level 2 in 2016 which were previously reported as valued using NAV as a practical expedient to conform to ASU 2015-10 noted in Note 2 to the financial statements, there were no transfers or reclassifications of investments between levels within the fair value hierarchy during the years ended December 31, 2017 and 2016, and there were no changes in valuation methodologies used to measure the fair value of the Plan’s investments as of and for the years ended December 31, 2017 and 2016.


13

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



(5)
Administrative Expenses
Plan provisions allow for administrative expenses, including, but not limited to, audit fees, custodial and trustee fees, investment manager fees, and recordkeeping fees to be paid by the Plan and allocated to participant accounts. Expenses related to monthly investment service fees and loan fees are charged to participants’ investment balances and are reflected in the value of their participant accounts. These expenses are reported in trustee and administrative expenses in the statements of changes in net assets available for benefits, or if paid by the investment funds, are included in net appreciation in fair value of investments.
Any expenses not borne by the Plan are paid by the Company.
(6)
Risks and Uncertainties
The Plan invests in a variety of investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, foreign exchange and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the net assets available for plan benefits.
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across participant‑directed fund elections and one election that is closed to new contributions. Additionally, the investments within each investment fund option are further diversified into varied financial instruments, with the exception of the Citigroup Common Stock Fund and State Street Common Stock Fund, which primarily invest in the securities of a single issuer. At both December 31, 2017 and 2016, approximately 6% of the Plan’s total investments were invested in Citigroup common stock.
Plan investments include a variety of investments that may directly or indirectly invest in securities with contractual cash flows. The value, liquidity, and related income of these securities are sensitive to changes in economic conditions and may be adversely affected by shifts in the market’s perception of the issuers and changes in interest rates.
(7)
Party‑in‑Interest Transactions
Certain Plan investments are units of the Citigroup Common Stock Fund, which consists of common stock issued by the Company. The Plan’s investment in the Citigroup Common Stock Fund was $759.7 million and $661.8 million at December 31, 2017 and December 31, 2016, respectively.
The Plan held no direct investments through other investment options in the Company’s common stock at December 31, 2017 and December 31, 2016. In 2017 and 2016, the Company paid $10.2 million and $5.2 million, respectively, to the participants for dividends on common stocks held directly.
Certain Plan investments are units of the State Street Common Stock Fund, which consist of common stock issued by State Street Corporation. The Plan’s investment in State Street Common Stock Fund was $4.0 million and $3.6 million at December 31, 2017 and December 31, 2016, respectively. The Plan had no direct investments in State Street Corporation’s common stock at December 31, 2017 and 2016.
Certain Plan investments are shares of collective trust funds managed by State Street Corporation amounting to $7,322.8 million and $6,124.6 million at December 31, 2017 and December 31, 2016, respectively.
At December 31, 2017 and 2016, the Plan held $71.7 million and $90.0 million, respectively, of the Bank of New York Mellon Short-Term Investment Fund, State Street Bank & Trust Co Short‑Term Investment Fund, State Street Bank & Trust Co. Government Short‑Term Investment Fund and State Street (US Dollar) Fund. At December 31, 2017 and 2016, the Plan also held through synthetic GICs $656,392 and $130,458,

14

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016



respectively, of Bank of New York Mellon corporate bonds, Bank of New York Mellon Short-Term Investment Fund and State Street corporate bonds.
These transactions qualify as exempt party-in-interest transactions.
(8)
Tax Status
The Internal Revenue Service (the IRS) has determined and informed the Plan by a letter dated April 8, 2016 that the Plan as amended and restated effective January 1, 2014 and related trust are established in accordance with applicable sections of the Code and, therefore, the Plan qualifies as tax‑exempt under Section 401(a) of the Code. Although the Plan has been amended since receiving the favorable determination letter, the Plan's management and the Plan's legal counsel believe that the Plan, as amended, continues to be qualified as tax-exempt and continues to operate in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes is included in the Plan’s financial statements.
GAAP requires the Plan’s management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan’s management has concluded that, as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements.
The Plan is subject to audits by taxing jurisdictions; however, there are currently no audits for any open tax periods in progress. The Company believes the Plan is no longer subject to tax examination for years prior to 2014.
(9)    Plan Termination
Although it has not expressed any intention to do so, the Plan Sponsor has the right under the Plan to amend or discontinue its contributions at any time and to amend or terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, either full or partial, all amounts credited to the impacted participants’ accounts will become 100% vested and, therefore, will not be subject to forfeiture.
(10)
Pending Litigation
In October 2007, a complaint was filed on behalf of a putative class of participants in the 401(k) Plan from 2001 through 2007, against the Company and the 401(k) Plan administration and investment committees. Plaintiffs alleged that defendants engaged in prohibited transactions and breached fiduciary duties under ERISA by including Citigroup affiliated mutual funds as investment options, and by purchasing services from a Citigroup affiliated entity. Following several motions to dismiss and motions to amend the pleadings, the operative complaint now asserts claims for breach of fiduciary duties of prudence and loyalty by including, and failing to remove, nine specific Citigroup affiliated mutual funds as investment options in the 401(k) Plan which allegedly charged higher management fees than comparable non-affiliated funds. In November 2017, the court certified a class of participants in the 401(k) Plan who invested in the nine specific funds from October 18, 2001 to December 1, 2005. Expert discovery commenced thereafter and was completed on June 8, 2018. On May 18, 2018, the parties notified the Court that they reached a settlement in principle and requested that the Court stay the action for 45 days to give the parties time to finalize a settlement agreement and give plaintiffs time to prepare a motion for preliminary approval of the settlement. The settlement funds, after deduction of fees and expenses, will be paid to members of the class.
(11)
Subsequent Events
The Plan's management evaluated subsequent events through the date on which the financial statements were issued, and determined that, other than those disclosed throughout the financial statements, no additional disclosures were required.

15

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2017 and 2016








(12)
Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of amounts reported in the financial statements to amounts reported on Form 5500 as of and for the years ended December 31, 2017 and 2016:
 
 
2017
 
2016
Net assets available for benefits per the financial statements
$
14,332,319,127

 
$
12,336,664,206

Adjustment from contract value to fair value for fully benefit-responsive investment contracts
2,450,402

 
7,279,972

Net assets available for benefits per the Form 5500
$
14,334,769,529

 
$
12,343,944,178

Net increase in net assets available for benefits per the financial statements
$
1,995,654,921

 
$
917,466,204

Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts
(7,279,972
)
 
(16,839,585
)
Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts
2,450,402

 
7,279,972

Net increase in net assets per Form 5500
$
1,990,825,351

 
$
907,906,591



16

CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
 
 
 
 
 
 
 
Cash equivalents and short-term investments:
 
 
 
 
 
 
Australian Dollar
 
 
33,987

 
$
26,583

 
Brazilian Real
 
 
156,581

 
53,382

 
Canadian Dollar
 
 
16,079

 
12,833

 
Cash Collateral Held At Rbs
 
 
(49,863
)
 
(49,863
)
*
Collective US Gov't STIF 12
1.18
%
 
36,995

 
36,995

*
Collective US Gov't STIF 15
1.23
%
 
71,657,160

 
71,657,160

 
Danish Krone
 
 
24,253

 
3,912

 
Euro Currency
 
 
136,578

 
164,000

 
Great British Pound Overdrawn
 
 
(2,857,751
)
 
(3,865,814
)
 
Hong Kong Dollar
 
 
19,444

 
57,552

 
Hungarian Forint
 
 
320,714

 
1,241

 
Indonesian Rupiah
 
 
597,711,259

 
44,055

 
Japanese Yen Overdrawn
 
 
(100,689,415
)
 
(893,825
)
 
Mexican Peso
 
 
3,914

 
200

 
New Taiwan Dollar Overdrawn
 
 
(997
)
 
(134,596
)
 
New Turkish Lira
 
 
7,068

 
1,864

 
New Zealand Dollar
 
 
17,000

 
12,090

 
Philippine Peso
 
 
2,303,841

 
46,151

 
South African Rand Overdrawn
 
 
(13,547,664
)
 
(1,094,319
)
 
South Korean Won
 
 
196,988,864

 
184,007

 
Swedish Krona Overdrawn
 
 
(22,503
)
 
(2,749
)
 
Taiwan Dollar
 
 
4,495,024

 
151,050


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

17


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Thailand Baht
 
 
179,837

 
378,695

 
U.S. Dollar
 
 
5,661,347

 
5,661,347

 
Total cash equivalents and short-term investments
 
 
 
 
72,451,951

 
 
 
 
 
 
 
 
Collective trust funds:
 
 
 
 
 
 
BFA Lifepath Index 2020 Fund
 
 
10,805,478

 
216,221,935

 
BFA Lifepath Index 2025 Fund
 
 
14,633,840

 
284,601,851

 
BFA Lifepath Index 2030 Fund
 
 
15,207,671

 
324,524,096

 
BFA Lifepath Index 2035 Fund
 
 
14,985,039

 
304,463,016

 
BFA Lifepath Index 2040 Fund
 
 
13,662,711

 
304,765,895

 
BFA Lifepath Index 2045 Fund
 
 
18,921,113

 
393,135,310

 
BFA Lifepath Index 2050 Fund
 
 
13,803,499

 
235,660,243

 
BFA Lifepath Index 2055 Fund
 
 
3,062,964

 
67,882,931

 
BFA Lifepath Index Retirement
 
 
11,621,528

 
227,056,768

 
Schroder Collective Invt Trust
 
 
11,303,349

 
132,968,298

*
SSgA Emg Mkts Indx NL SF CL A
 
 
8,405,828

 
282,057,552

*
SSgA Bloomberg Roll Select Commodity Index
 
 
5,582,460

 
41,583,742

*
SSgA Intl Indx SL SF CL I
 
 
30,965,946

 
913,836,020

*
SSgA Russell All Cap (R) Indx SL SF CL I
 
 
17,647,899

 
895,119,086

*
SSgA Russell Small Cap (R) Indx SL SF CL I
 
 
9,524,533

 
568,728,914

*
SSGA S&P 400 Mid Cap Fund
 
 
10,185,687

 
805,697,989

*
SSgA S&P 500 (R) Indx SL SF CL I
 
 
4,597,892

 
2,961,612,523

*
Ssga U S Inflation Protected B
 
 
10,254,000

 
162,331,074


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

18


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
*
U.S. Diversified Bond BL SF CL A
 
 
63,427,135

 
691,799,761

 
Wellington CIF II Citigroup Emerging Markets Debt Portfolio
 
 
6,274,740

 
85,650,196

 
       Total collective trust funds
 
 
 
 
9,899,697,200

 
 
 
 
 
 
 
 
Mutual funds:
 
 
 
 
 
 
BlackRock Cash Funds: Treasury
 
 
403,819,154

 
403,819,154

 
BlackRock High Yield Portfolio Fund
 
 
9,457,723

 
73,864,814

 
DFA Emerging Markets Portfolio
 
 
3,003,327

 
87,486,917

 
Dodge & Cox International Stock Fund
 
 
2,838,260

 
131,468,194

 
Ishares Msci India Small Cap
 
 
160,062

 
8,414,507

 
Legg Mason Bw Global Opportunities
 
 
6,128,687

 
66,251,106

 
Prudential High Yield Fund
 
 
6,666,367

 
36,798,345

 
T Rowe Price International Discovery Fund
 
 
8,192,979

 
73,736,809

 
Wisdom Tree India Earnings Fund
 
 
262,915

 
7,319,548

 
       Total mutual funds
 
 
 
 
889,159,394

 
 
 
 
 
 
 
 
Non-U.S. equities:
 
 
 
 
 
 
3Sbio Inc
 
 
491,757

 
964,983

 
58.Com Inc
 
 
18,272

 
1,307,756

 
Aalberts Industries
 
 
20,602

 
1,048,799

 
Abcam Plc
 
 
178,587

 
2,548,711

 
Accton Technology Corp
 
 
65,819

 
234,449

 
Acerinox Sa
 
 
56,015

 
801,442


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

19


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Adidas Ag
 
 
13,530

 
2,715,753

 
Ado Properties Sa
 
 
12,144

 
616,532

 
Advanced Process Systems Corp
 
 
19,108

 
626,496

 
Aedas Homes Sau
 
 
31,657

 
1,163,227

 
Afreecatv Co Ltd
 
 
22,042

 
395,312

 
Ahlsell Ab
 
 
142,177

 
916,881

 
Aia Group Ltd
 
 
544,714

 
4,644,211

 
Air Arabia Pjsc
 
 
1,843,968

 
622,555

 
Air Liquide Sa
 
 
15,285

 
1,928,156

 
Air Water Inc
 
 
35,946

 
758,801

 
Airports Of Thailand Pcl
 
 
674,151

 
1,406,635

 
Aixtron Se
 
 
146,138

 
2,032,092

 
Alfa Financial Software Holdin
 
 
140,549

 
1,017,181

 
Als Ltd
 
 
144,100

 
787,830

 
Alsea Sab
 
 
130,203

 
428,166

 
Altus Group Ltd
 
 
36,545

 
1,077,138

 
Amadeus It Group
 
 
31,846

 
2,518,478

 
Ambu A/S
 
 
17,959

 
1,610,402

 
Amplifon Spa
 
 
78,384

 
1,208,540

 
Anheuser-Busch Inbev Sa/Nv
 
 
16,390

 
1,832,916

 
Ap Moller - Maersk A/S
 
 
793

 
1,385,830

 
Aruhi Corp
 
 
48,627

 
568,497

 
Ascential Plc
 
 
448,939

 
2,339,936


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

20


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Assa Abloy Ab
 
 
102,906

 
2,141,711

 
Atlas Copco Ab
 
 
92,465

 
4,000,132

 
Aumann Ag
 
 
8,747

 
671,361

 
Avanza bank Holding
 
 
18,859

 
792,576

 
Axiare Patrimonio Socimi Sa Reit
 
 
97,278

 
2,151,668

 
Ayala Land Inc
 
 
513,292

 
458,590

 
B3 Sa - Brasil Bolsa Balcao
 
 
132,636

 
910,871

 
Baic Motor Corp Ltd
 
 
1,139,873

 
1,484,388

 
Bakkavor Group Plc
 
 
377,589

 
984,535

 
Banca Generali Spa
 
 
26,223

 
873,506

 
Banco Del Bajio Sa
 
 
600,453

 
1,101,135

 
Bank Negara Indonesia Perser
 
 
837,104

 
610,826

 
Bank Of The Ryukyus Ltd
 
 
38,642

 
580,739

 
Bank Rakyat Indonesia Perser
 
 
3,663,336

 
982,836

 
Bankia Sa
 
 
62,718

 
300,267

 
Baozun Inc
 
 
45,668

 
1,441,283

 
Baron De Ley
 
 
2,781

 
367,310

 
BB Seguridade Participacoes
 
 
152,854

 
1,312,833

 
BDO Unibank Inc
 
 
153,508

 
504,313

 
Beauty Community Pcl
 
 
542,612

 
346,312

 
Bhp Billiton Plc
 
 
128,954

 
2,655,895

 
Bim Birlesik Magazalar As
 
 
15,477

 
318,788

 
Biomerieux
 
 
2,704

 
242,508


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

21


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Biotoscana Investments Sa
 
 
93,045

 
577,831

 
Bnk Financial Group Inc
 
 
210,178

 
1,849,405

 
BR Malls Participacoes
 
 
174,061

 
667,993

 
Brasil Brokers Participacoes
 
 
285,768

 
85,289

 
Brenntag Ag
 
 
13,331

 
844,727

 
Bridgestone Corp
 
 
23,531

 
1,094,157

 
British American Tobacco Plc
 
 
44,805

 
3,041,417

 
Brunello Cucinelli
 
 
18,934

 
614,111

 
Bt Group Plc
 
 
223,573

 
821,725

 
BT Investment management Ltd
 
 
95,326

 
841,774

 
Byd Co Ltd
 
 
40,389

 
351,848

 
Cae Inc
 
 
40,439

 
753,621

 
Cairn Homes Plc
 
 
380,709

 
893,739

 
Caltex Australia Ltd
 
 
28,545

 
760,206

 
Camil Alimentos Sa
 
 
314,338

 
741,993

 
Canadian National Railway Co
 
 
13,062

 
1,080,538

 
Capcom Co Ltd
 
 
12,381

 
392,926

 
Capgemini Se
 
 
21,458

 
2,548,114

 
Capitec Bank Holdings Ltd
 
 
10,075

 
893,566

 
Carlsberg A/S
 
 
14,599

 
1,754,165

 
Central Pattana Pub Co
 
 
170,133

 
445,040

 
Chailease Holding Co Ltd
 
 
146,598

 
426,613

 
China Communications Construct
 
 
689,110

 
782,789


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

22


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
China Construction Bank Corp
 
 
3,748,717

 
3,452,696

 
China Lodging Group Ltd
 
 
11,177

 
1,614,312

 
China Molybdenum Co Ltd
 
 
430,818

 
276,657

 
China Pacific Insurance
 
 
816,959

 
3,924,220

 
Chow Sang Sang Holdings Intern
 
 
255,614

 
617,348

 
Chr Hansen Holding A/S
 
 
41,733

 
3,917,274

 
Chroma Ate Inc
 
 
55,847

 
304,020

 
Cia De Saneamento Basico Do Es
 
 
97,415

 
1,008,192

 
Cia De Saneamento Do Parana
 
 
131,380

 
2,372,445

 
CIE Automotive Sa
 
 
25,345

 
736,806

 
Cie Generale Des Etablissement
 
 
13,258

 
1,903,300

 
Cielo Sa
 
 
216,647

 
1,536,144

 
Cineworld Group Plc
 
 
98,178

 
798,188

 
Clicks Group Ltd
 
 
46,198

 
675,920

 
Cochlear Ltd
 
 
9,702

 
1,299,412

 
Coloplast A/S
 
 
25,401

 
2,021,692

 
Compass Group Plc
 
 
211,197

 
4,571,151

 
Computer Modelling Group Ltd
 
 
22,067

 
169,073

 
Concentric
 
 
36,942

 
681,317

 
CP All Pcl
 
 
379,858

 
897,486

 
Csl Ltd
 
 
53,168

 
5,875,978

 
CSPC Pharmaceutical Group
 
 
810,392

 
1,635,858

 
Daio Paper Corp
 
 
70,494

 
932,405


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

23


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Daiwa House Industry Co Ltd
 
 
74,513

 
2,862,133

 
Dbs Group Holdings Ltd
 
 
99,509

 
1,850,350

 
DCC Plc
 
 
12,309

 
1,243,039

 
Denka Co Ltd
 
 
27,558

 
1,104,537

 
Descartes Systems
 
 
28,657

 
817,424

 
Diageo Plc
 
 
48,973

 
1,805,263

 
Dic Corp
 
 
23,664

 
894,894

 
Dirtt Environmental Solution
 
 
192,182

 
1,033,804

 
Disco Corp
 
 
4,393

 
977,733

 
Dixons Carphone Plc
 
 
171,466

 
461,582

 
Dksh Holding
 
 
12,279

 
1,074,216

 
Dollarama Inc
 
 
21,881

 
2,742,668

 
Dometic Group
 
 
89,550

 
913,818

 
Don Quijote Holdings Co Ltd
 
 
57,033

 
2,982,040

 
Dp World Ltd
 
 
100,019

 
3,354,378

 
Dufry Ag Reg
 
 
8,155

 
1,212,533

 
Duzonbizon Co Ltd
 
 
24,388

 
758,606

 
E.Sun Financial Holding Co
 
 
392,066

 
249,006

 
Ebiquity Plc
 
 
173,800

 
249,802

 
Edenred
 
 
25,891

 
751,751

 
Edita Food Industries
 
 
55,636

 
299,878

 
Eiken Chemical Co Ltd
 
 
23,864

 
1,143,945

 
Electric Power Development
 
 
36,545

 
984,585


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

24


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Elekta Ab
 
 
131,032

 
1,084,266

 
Elite Material Co Ltd
 
 
223,387

 
761,927

 
Essilor International Cie Gene
 
 
22,421

 
3,094,748

 
Eurofins Scientific
 
 
2,196

 
1,338,327

 
Experian Plc
 
 
208,912

 
4,623,425

 
Ezaki Glico Co Ltd
 
 
9,386

 
468,250

 
Fairfax India Holdings Corp
 
 
106,194

 
1,592,905

 
Ferguson Plc
 
 
32,133

 
2,316,851

 
Ferrari Nv
 
 
25,416

 
2,668,909

 
Finecobank Spa
 
 
124,078

 
1,271,650

 
Firstrand Ltd
 
 
121,446

 
659,712

 
Fisher & Paykel Healthcare
 
 
194,285

 
1,982,814

 
Flybe Group Plc
 
 
412,725

 
175,869

 
Fresh Del Monte Produce Inc
 
 
20,588

 
1,163,307

 
Fufeng Group Ltd
 
 
1,182,215

 
771,276

 
Fujitec Co Ltd
 
 
98,551

 
1,423,371

 
Fujitsu General Ltd
 
 
61,108

 
1,342,037

 
Fukuoka Financial Group Inc
 
 
203,692

 
1,144,583

 
Geely Automobile Holdings
 
 
398,906

 
1,382,875

 
Genus Plc
 
 
22,829

 
781,605

 
Georgia Healthcare Group Plc
 
 
166,713

 
800,601

 
Gima Tt Spa
 
 
37,339

 
744,729

 
Global Unichip Corp
 
 
30,915

 
264,912


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

25


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Globalwafers Co Ltd
 
 
30,915

 
412,951

 
Grifols Sa
 
 
38,146

 
1,072,022

 
Grupo Aeroport Del Pacific
 
 
23,236

 
239,898

 
Haier Electronics Group Co
 
 
399,397

 
1,093,356

 
Haitian International Holdings
 
 
67,814

 
203,859

 
Halfords Group Plc
 
 
113,443

 
536,803

 
Hana Financial Group
 
 
66,165

 
3,077,849

 
Hanssem Co Ltd
 
 
4,472

 
751,954

 
Hanwa Co Ltd
 
 
25,961

 
1,200,672

 
Hermes International
 
 
5,555

 
2,976,566

 
Hikari Tsushin Inc
 
 
9,086

 
1,306,682

 
His Co Ltd
 
 
16,675

 
604,675

 
Hitachi Metals Ltd
 
 
59,011

 
847,578

 
Hiwin Technologies Corp
 
 
49,664

 
537,384

 
Horiba Ltd
 
 
14,678

 
884,709

 
Hoshino Resorts Reit Inc
 
 
229

 
1,115,138

 
Howden Joinery Group Plc
 
 
425,772

 
2,688,597

 
Hugel Inc
 
 
414

 
216,336

 
Huhtamaki Oyj
 
 
18,835

 
791,579

 
Huntsworth Plc
 
 
275,501

 
302,806

 
Ibstock Plc
 
 
425,687

 
1,534,633

 
Idec Corp
 
 
12,781

 
304,513

 
Iguatemi Emp De Shopping
 
 
64,203

 
762,400


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

26


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Imcd Group
 
 
18,481

 
1,163,531

 
Indorama Ventures Pcl
 
 
177,214

 
289,556

 
Industria De Diseno Textil Sa
 
 
44,341

 
1,546,509

 
Integrated Diagnostics Holding
 
 
144,166

 
670,373

 
Intermediate Capital Group
 
 
102,983

 
1,596,503

 
Intertrust
 
 
34,651

 
650,341

 
Investec Plc
 
 
164,393

 
1,189,745

 
Inwido Ab
 
 
34,404

 
351,919

 
Iochpe Maxion Sa
 
 
40,389

 
280,049

 
IP Group Plc
 
 
281,678

 
541,838

 
IQE Plc
 
 
1,408,034

 
2,609,463

 
Irb Brasil Resseguros S/A
 
 
82,666

 
847,322

 
Isuzu Motors Ltd
 
 
101,005

 
1,691,934

 
Itau Unibanco Holding
 
 
64,573

 
828,890

 
Ivanhoe Mines Ltd
 
 
125,318

 
424,079

 
Japan Securities Finance Co
 
 
72,890

 
413,463

 
Jollibee Foods Corp
 
 
39,861

 
202,018

 
Julius Baer Group Ltd
 
 
23,727

 
1,451,115

 
Jumbo Sa
 
 
10,719

 
191,776

 
Just Eat Plc
 
 
172,901

 
1,826,694

 
Kakaku.Com Inc
 
 
54,618

 
923,625

 
Kao Corp
 
 
17,299

 
1,170,037

 
Kasikornbank Pcl
 
 
189,247

 
1,387,852


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

27


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Kbc Group Nv
 
 
12,310

 
1,051,141

 
Kddi Corp
 
 
47,262

 
1,176,619

 
Kendrion
 
 
14,358

 
692,417

 
Keyence Corp
 
 
9,791

 
5,486,314

 
Keywords Studios Plc
 
 
44,474

 
962,592

 
King Slide Works Co Ltd
 
 
112,691

 
1,516,632

 
King Yuan Electronics Co Ltd
 
 
1,026,185

 
1,043,134

 
Koito Manufacturing Co Ltd
 
 
17,174

 
1,207,444

 
Konecranes Oyj
 
 
15,119

 
693,162

 
Koninklijke Volkerwessels Nv
 
 
26,158

 
745,857

 
Korea Zinc Co Ltd
 
 
3,608

 
1,661,570

 
Korean Reinsurance Co
 
 
133,217

 
1,368,821

 
Kusuri No Aoki Holdings Co Ltd
 
 
4,693

 
248,706

 
Laboratorios Farmaceuticos
 
 
35,523

 
667,573

 
Leeno Industrial Inc
 
 
10,239

 
549,919

 
LG Corp
 
 
18,217

 
1,097,409

 
Lindab International
 
 
70,667

 
588,642

 
Livanova Plc
 
 
12,429

 
993,344

 
Localiza Rent A Car
 
 
73,897

 
491,446

 
Lojas Renner S.A.
 
 
80,679

 
863,190

 
Longfor Properties Co Ltd
 
 
543,010

 
1,360,079

 
Lonking Holdings Ltd
 
 
2,678,954

 
1,175,446

 
Luthai Textile Co Ltd
 
 
533,394

 
579,977


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

28


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Luxottica Group Spa
 
 
40,138

 
2,465,299

 
Lvmh Moet Hennessy Louis Vuitt
 
 
15,338

 
4,519,805

 
Mabuchi Motor Co Ltd
 
 
11,882

 
644,468

 
Macq Bk-Cw19 China Jushi C
 
 
469,512

 
1,174,501

 
Macquarie Bank Ltd
 
 
1,305,793

 
1,376,767

 
Magazine Luiza Sa
 
 
12,167

 
294,235

 
Mail.Ru Group
 
 
67,251

 
1,943,550

 
Majestic Wine Plc
 
 
120,255

 
730,413

 
Makita Corp
 
 
43,872

 
1,844,059

 
Marcopolo Sa
 
 
1,064,445

 
1,280,377

 
Mayora Indah
 
 
4,203,752

 
625,880

 
Megafon Pjsc
 
 
78,525

 
699,573

 
Metawater Co Ltd
 
 
29,855

 
773,869

 
Minor International Pcl
 
 
162,554

 
218,219

 
Minth Group Ltd
 
 
73,798

 
445,110

 
Miraca Holdings Inc
 
 
11,383

 
487,546

 
Mitsui Fudosan Logistics Par Reit
 
 
192

 
612,426

 
Miura Co Ltd
 
 
30,454

 
819,136

 
Mmg Ltd
 
 
530,545

 
263,328

 
Moncler Spa
 
 
29,760

 
931,992

 
Mondi Plc
 
 
41,521

 
1,084,598

 
Mori Hills Reit Investment
 
 
449

 
543,254

 
Mr Price Group Ltd
 
 
88,203

 
1,744,610


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

29


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Muangthai Leasing Pcl
 
 
228,772

 
272,014

 
Musashi Seimitsu Industry Co
 
 
39,840

 
1,273,177

 
Myob Group Ltd
 
 
275,960

 
781,349

 
Nabtesco Corp
 
 
25,961

 
995,567

 
Nakanishi Inc
 
 
7,589

 
396,100

 
Nanya Technology Corp
 
 
114,685

 
293,665

 
Naspers Ltd
 
 
31,560

 
8,797,659

 
National Bank Of Canada
 
 
34,499

 
1,726,958

 
Nedbank Group Ltd
 
 
76,689

 
1,586,426

 
Nestle Sa
 
 
55,072

 
4,735,809

 
Ngk Spark Plug Co Ltd
 
 
39,640

 
963,820

 
Nien Made Enterprise Co Ltd
 
 
116,680

 
1,246,844

 
Nifco Inc
 
 
18,872

 
1,288,254

 
Nikkiso Co Ltd
 
 
65,501

 
715,773

 
Nippon Ceramic Co Ltd
 
 
28,956

 
744,663

 
Nippon Seiki Co Ltd
 
 
64,902

 
1,393,679

 
Nippon Soda Co Ltd
 
 
164,751

 
1,099,804

 
Nmc Health Plc
 
 
11,827

 
461,553

 
Nof Corp
 
 
34,947

 
938,441

 
Nordea Bank Ab
 
 
139,638

 
1,693,566

 
Norma Group
 
 
18,765

 
1,261,150

 
Novartis Ag
 
 
41,326

 
3,494,394

 
Novozymes A/S
 
 
64,082

 
3,663,797


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

30


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Obara Group Inc
 
 
24,663

 
1,692,349

 
Oci Nv
 
 
67,284

 
1,687,556

 
Odontoprev Sa
 
 
122,715

 
588,584

 
Oriflame Holding
 
 
17,291

 
714,444

 
Osstem Implant Co Ltd
 
 
15,827

 
873,739

 
OTP Bank Plc
 
 
14,869

 
617,028

 
Oxford Instruments Plc
 
 
59,940

 
690,029

 
Pacific Textiles Holdings
 
 
552,166

 
582,729

 
Paddy Power Betfair Plc
 
 
10,548

 
1,257,964

 
Pakuwon Jati Tbk Pt
 
 
14,155,469

 
714,690

 
Paltac Corporation
 
 
36,345

 
1,658,357

 
Parade Technologies Ltd
 
 
10,970

 
217,124

 
Paysafe Group Plc
 
 
173,917

 
1,388,074

 
Pembangunan Perumahan Perser
 
 
6,544,052

 
1,273,367

 
Ping An Insurance Group Co
 
 
387,138

 
4,028,715

 
Playtech Plc
 
 
211,319

 
2,459,839

 
Press Kogyo Co Ltd
 
 
210,183

 
1,274,343

 
Prosegur Comp Seguridad
 
 
82,212

 
646,616

 
Prudential Plc
 
 
221,596

 
5,711,989

 
Quintis Ltd
 
 
318,336

 
79,676

 
Raia Drogasil Sa
 
 
132,701

 
3,672,482

 
Rathbone Brothers Plc
 
 
13,409

 
463,262

 
Reckitt Benckiser Group Plc
 
 
51,233

 
4,795,277


*Party-in-interest, as defined by ERISA
**The cost of participant-directed investments is not required to be disclosed
See accompanying Report of Independent Registered Public Accounting Firm

31


CITI RETIREMENT SAVINGS PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
EIN: 52-1568099 Plan No. 004
December 31, 2017



 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Red Electrica Corp Sa
 
 
71,686

 
1,610,559

 
Relx Plc
 
 
91,173

 
2,144,776

 
Renishaw Plc
 
 
10,751

 
759,877

 
Rexel Sa<