11-K 1 c-401kplanx12312018.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, 2018

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, 2018 and 2017
(With Report of Independent Registered Public Accounting Firm Thereon)





CITI RETIREMENT SAVINGS PLAN
Financial Statements and Supplemental Schedule
December 31, 2018 and 2017
Table of Contents
 
Page
Report of Independent Registered Public Accounting Firm
 
 
Financial Statements:
 
 
 
Statements of Net Assets Available for Benefits as of December 31, 2018 and 2017
 
 
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2018 and 2017
 
 
Notes to Financial Statements
 
 
Supplemental Schedule:*
 
 
 
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2018
 
 
Signatures
 
 
Exhibit Index
 
 
*
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, 2018 and 2017, 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, 2018 and 2017, and the changes in 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, 2018, 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 the 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, 2019

2


CITI RETIREMENT SAVINGS PLAN
Statements of Net Assets Available for Benefits
December 31, 2018 and 2017
 
2018
 
2017
Assets:
 
 
 
Investments, at fair value
$
11,557,615,398

 
$
12,532,451,625

Investments in fully benefit-responsive investment contracts,
 
 
 
at contract value
1,142,364,161

 
1,194,792,199

Total investments
12,699,979,559

 
13,727,243,824

Receivables:
 
 
 
Employer contributions
394,713,295

 
381,616,662

Interest and dividends
5,085,563

 
3,950,812

Receivable for securities sold
1,161,047

 
1,339,436

Participant contributions
582,603

 
836,470

Participant loans
227,260,473

 
228,425,739

Total receivables
628,802,981

 
616,169,119

Total assets
13,328,782,540

 
14,343,412,943

Liabilities:
 
 
 
Payable for securities purchased
2,140,815

 
3,712,024

Payable for trustee, administrative fees and other
5,461,250

 
7,381,792

Total liabilities
7,602,065

 
11,093,816

Net assets available for benefits
$
13,321,180,475

 
$
14,332,319,127

See accompanying notes to financial statements.
 
 
 


3


CITI RETIREMENT SAVINGS PLAN
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2018 and 2017

 
2018
 
2017
Additions to (reduction from) net assets attributable to:
 
 
 
Investment income (loss) :
 
 
 
Dividends
$
52,491,682

 
$
39,381,593

Interest
29,222,348

 
27,436,950

Net (depreciation) appreciation in fair value of investments
(1,092,966,786
)
 
1,932,013,254

Net investment (loss) income
(1,011,252,756
)
 
1,998,831,797

Interest income from loans receivable from participants
10,811,689

 
9,909,158

Contributions:
 
 
 
Employer
394,735,420

 
381,862,875

Participants
536,480,664

 
503,532,614

Rollover
53,932,109

 
50,021,113

Total contributions
985,148,193

 
935,416,602

Total (reduction) additions to net assets
(15,292,874
)
 
2,944,157,557

Deductions from net assets attributable to:
 
 
 
Distributions to participants
962,125,934

 
919,461,178

Trustee and administrative expenses
17,669,420

 
18,875,863

Dividends paid directly to participants
16,050,424

 
10,165,595

Total deductions from net assets
995,845,778

 
948,502,636

Net (decrease) increase
(1,011,138,652
)
 
1,995,654,921

Net assets available for benefits at:
 
 
 
Beginning of year
14,332,319,127

 
12,336,664,206

End of year
$
13,321,180,475

 
$
14,332,319,127

See accompanying notes to financial statements.
 
 
 


4

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017


(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.
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 period January 1, 2017 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.
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 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

5

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

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 2018 and 2017, 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 2018 and 2017 (up to the annual compensation maximum set by the Code for 2018 and 2017, 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, 2018, the employer contribution receivable was $394.7 million; whereas, at December 31, 2017, the employer contribution receivable was $381.6 million. Company contributions relating to 2018 and 2017 were received and credited to participant accounts during the first quarter of 2019 and 2018, 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.
Changes requested by participants are implemented as soon as administratively practicable, in accordance with the Plan document.

6

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

(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 2018 and 2017, $53.9 million and $50.0 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, although neither a money market fund nor a stable value fund, is considered to compete with the BNY Mellon 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.
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.

7

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

Engaging in securities lending is intended to benefit Plan participants investing in such investment offering.
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.
Effective October 1, 2018, the T. Rowe Price International Small Cap Fund was combined with Strategic Global Advisors International Small Cap to create the Non-U.S. Small Cap Fund with 50% allocated to each component strategy.
(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).
(i)
Forfeited Accounts
Forfeitures may be used to offset expenses of the Plan. During 2018 and 2017, $552,176 and $415,413, respectively, of forfeitures were used to offset Plan expenses. As of December 31, 2018 and 2017, unallocated forfeitures were $451,812 and $809,637, respectively.


8

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

(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, 2018 and 2017 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.
(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

9

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

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 and displayed in US dollars.
(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 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.

10

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

Mutual funds are valued at the net asset value (NAV) reported in the active market where the fund is traded on a daily basis. Exchange-traded funds are valued at last sale price.
Collective trust funds are determined to have readily determinable fair values and valued based on NAV. 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).
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 (GIC)
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, 2018 and 2017, 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.
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:

11

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

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:
 
 
2018
 
2017
Investments in fully benefit-responsive investment contracts, at contract value:
 
 
 
 
Synthetic GICs
 
$
1,142,364,161

 
$
1,194,792,199

Investments in fully benefit-responsive investment contracts, at contract value:
 
$
1,142,364,161

 
$
1,194,792,199

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.
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, 2018.

12

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

 
 
December 31, 2018
 
 
Level 1
 
 
Level 2
 
 
Total
Investments, at fair value:
 
 
 
 
 
 
 
 
Cash equivalents and short-term investments
$
395,852

 
$
121,527,088

 
$
121,922,940

Collective trust funds
 

 
 
9,305,609,793

 
 
9,305,609,793

U.S. equities
 
795,549,675

 
 

 
 
795,549,675

Non-U.S. equities
 
484,887,327

 
 

 
 
484,887,327

Mutual funds and other registered investment companies
 
849,645,663

 
 

 
 
849,645,663

Investments, at fair value
$
2,130,478,517

 
$
9,427,136,881

 
$
11,557,615,398

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

There were no transfers or reclassifications of investments between levels within the fair value hierarchy during the years ended December 31, 2018 and 2017, 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, 2018 and 2017.
(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

13

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

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 December 31, 2018 and 2017, approximately 4% and 6% of the Plan’s total investments were invested in Citigroup common stock, respectively.
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 $549.2 million and $759.7 million at December 31, 2018 and December 31, 2017, respectively.
The Plan held no direct investments through other investment options in the Company’s common stock at December 31, 2018 and December 31, 2017. However, certain of the Collective Trust Funds and mutual fund may have invested in Citi Group common stock if consistent with the fund's objective. In 2018 and 2017, the Company paid $16.1 million and $10.2 million, respectively, to the participants for dividends on common stocks held directly.
At December 31, 2018 and 2017, the Plan held $121.5 million and $71.7 million, respectively, of the Bank of New York Mellon Short-Term Investment Fund. At December 31, 2018 and 2017, the Plan also held through synthetic GICs $651,025 and $656,392, respectively, Bank of New York Mellon corporate bonds, and Bank of New York Mellon Short-Term Investment Fund.
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 $2.5 million and $4.0 million at December 31, 2018 and 2017, respectively.
Certain Plan investments are shares of collective trust funds managed by State Street Corporation amounting to $7,322.8 million at December 31, 2017.
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

14

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

examination by the IRS. The Plan’s management has concluded that, as of December 31, 2018 and 2017, 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. There is an examination of the Plan by the U.S. Department of Labor, Employee Benefits Security Administration in progress. The Company believes the Plan is no longer subject to tax examination for years prior to 2015.
(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 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 asserted 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 Plan which allegedly charged higher management fees than comparable non-affiliated funds. In November 2017, the court certified a class of participants in the Plan who invested in the nine specific funds from October 18, 2001 to December 1, 2005. Expert discovery commenced thereafter. On May 18, 2018, the parties notified the Court that they reached a settlement in principle. On September 4, 2018, the parties filed a settlement agreement with the Court wherein Citigroup agreed to pay $6,900,000 in full discharge and settlement of the class action without any admissions of liability to any claims. On January 3, 2019, the Court conducted a Fairness Hearing to consider whether the settlement warrants final approval as fair, reasonable and adequate, and issued an order granting final approval of the settlement. The settlement funds, after deduction of plaintiff's attorneys' fees and expenses, were paid in April 2019 to participants of the Plan during the class period.
(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.
(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, 2018 and 2017:

15

CITI RETIREMENT SAVINGS PLAN
Notes to Financial Statements
December 31, 2018 and 2017

 
 
2018
 
2017
Net assets available for benefits per the financial statements
$
13,321,180,475

 
$
14,332,319,127

Adjustment from contract value to fair value for fully benefit-responsive investment contracts
(16,740,381
)
 
2,450,402

Net assets available for benefits per the Form 5500
$
13,304,440,094

 
$
14,334,769,529

Net (decrease) increase in net assets available for benefits per the financial statements
$
(1,011,138,652
)
 
$
1,995,654,921

Prior year adjustment from contract value to fair value for fully benefit-responsive investment contracts
(2,450,402
)
 
(7,279,972
)
Current year adjustment from contract value to fair value for fully benefit-responsive investment contracts
(16,740,381
)
 
2,450,402

Net (decrease) increase in net assets per Form 5500
$
(1,030,329,435
)
 
$
1,990,825,351



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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
 
 
 
 
 
 
 
Cash equivalents and short-term investments:
 
 
 
 
 
 
Australian Dollar
 
 
23,917

 
$
16,838

 
Brazil Real
 
 
538,964

 
139,062

 
Canadian Dollar
 
 
23,923

 
17,516

 
Cash Collateral Held At Rbc
 
 
(59,838
)
 
(59,838
)
*
Collective Us Gov't STIF 12
2.29
%
 
37,605

 
37,605

*
Collective US Gov't STIF 15
2.26
%
 
121,489,828

 
121,489,828

 
Danish Krone
 
 
11,812

 
1,809

 
Euro Currency
 
 
25,722

 
29,403

 
Hong Kong Dollar Overdrawn
 
 
(690,840
)
 
(88,237
)
 
Indonesian Rupiah
 
 
276,796,057

 
19,249

 
Japanese Yen
 
 
36,246,171

 
330,396

 
Mexican Peso
 
 
120,245

 
6,106

 
New Taiwan Dollar
 
 
3,807,132

 
123,862

 
New Zealand Dollar
 
 
8,328

 
5,584

 
Pound Sterling
 
 
33,597

 
42,791

 
South African Rand
 
 
3,925,969

 
272,920

 
Swedish Krona
 
 
230

 
26

 
Swiss Franc Overdrawn
 
 
(23
)
 
(23
)
 
Thailand Baht
 
 
926,928

 
28,468

 
Turkish Lira
 
 
315,862

 
59,374

 
U.S. Dollar Overdrawn
 
 
(549,799
)
 
(549,799
)

*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
       Total cash equivalents and short-term investments
 
 
 
 
$
121,922,940

 
 
 
 
 
 
 
 
Collective trust funds:
 
 
 
 
 
 
BFA Lifepath Index 2020 Fund
 
 
9,623,295

 
$
185,224,361

 
BFA Lifepath Index 2025 Fund
 
 
14,640,893

 
271,077,602

 
BFA Lifepath Index 2030 Fund
 
 
15,684,181

 
315,849,601

 
BFA Lifepath Index 2035 Fund
 
 
15,581,845

 
296,237,365

 
BFA Lifepath Index 2040 Fund
 
 
14,694,089

 
304,285,187

 
BFA Lifepath Index 2045 Fund
 
 
19,714,527

 
377,765,821

 
BFA Lifepath Index 2050 Fund
 
 
15,393,122

 
241,648,933

 
BFA Lifepath Index 2055 Fund
 
 
4,658,335

 
94,906,578

 
BFA Lifepath Index Retirement
 
 
11,074,978

 
209,003,664

 
Blackrock EAFE Equity Fund
 
 
21,853,779

 
809,588,544

 
Blackrock Emerging Markets Fund
 
 
25,092,787

 
265,574,534

 
Blackrock Roll Select Fund
 
 
4,175,341

 
36,818,571

 
Blackrock Russell 2000 Fund
 
 
12,465,143

 
515,412,453

 
Blackrock Russell 3000 Fund
 
 
17,353,884

 
833,427,240

 
Blackrock S&P 400 Index Fund
 
 
8,783,099

 
691,280,524

 
Blackrock S&P 500 Index Fund
 
 
58,249,167

 
2,783,664,977

 
Blackrock US Debt Fund
 
 
24,171,670

 
752,118,445

 
Blackrock US TIPS Fund
 
 
7,305,720

 
149,229,557

 
Schroder Collective Invt Trust
 
 
9,782,929

 
105,557,801

 
Wellington CIF II Citigroup Emerging Markets Debt Portfolio
 
 
5,450,980

 
66,938,035


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
       Total collective trust funds
 
 
 
 
$
9,305,609,793

 
 
 
 
 
 
 
 
Mutual funds:
 
 
 
 
 
 
BlackRock Cash Funds: Treasury
 
 
451,663,536

 
$
451,663,536

 
Blckrck Hi Yld Bnd Port-K
 
 
9,071,161

 
64,768,090

 
DFA Emerging Markets Portfolio
 
 
2,703,785

 
62,754,855

 
Dodge & Cox International Stock Fund
 
 
2,798,149

 
103,279,674

 
Ishares Msci Eafe Small-cap
 
 
17,773

 
920,991

 
Ishares Msci India Etf
 
 
16,839

 
561,397

 
Ishares Msci India Small Cap
 
 
135,373

 
5,221,320

 
Legg Mason Bw Global Opportunities
 
 
6,076,451

 
60,156,861

 
Prudential High Yield Fund
 
 
6,368,775

 
32,608,127

 
T Rowe Price International Discovery Fund
 
 
7,961,658

 
65,285,595

 
Wisdom Tree India Earnings Fund
 
 
97,791

 
2,425,217

 
       Total mutual funds
 
 
 
 
$
849,645,663

 
 
 
 
 
 
 
 
Non-U.S. equities:
 
 
 
 
 
 
3Sbio Inc
 
 
248,080

 
$
318,126

 
58.Com Inc
 
 
31,963

 
1,732,722

 
888 Holdings Plc
 
 
170,581

 
380,191

 
Aalberts Industries
 
 
9,088

 
301,786

 
Abacus Property Group
 
 
163,589

 
376,594

 
Abcam Plc
 
 
69,881

 
970,099


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Abn Amro Group Nv
 
 
41,237

 
968,252

 
Accenture Plc
 
 
30,176

 
4,255,141

 
Adidas Ag
 
 
16,818

 
3,506,669

 
Ado Properties Sa
 
 
5,270

 
274,234

 
Aedas Homes Sau
 
 
18,429

 
466,841

 
Ahlsell Ab
 
 
161,818

 
950,919

 
Aia Group Ltd
 
 
477,146

 
3,961,313

 
Aida Engineering Ltd
 
 
30,548

 
200,750

 
Air Arabia Pjsc
 
 
814,647

 
226,220

 
Air Liquide Sa
 
 
11,112

 
1,377,661

 
Airports Of Thailand Pcl
 
 
374,489

 
738,972

 
Airtac International Group
 
 
44,879

 
438,758

 
Aixtron Se
 
 
83,704

 
804,531

 
Alibaba Group Holding
 
 
39,325

 
5,390,256

 
Alkermes Plc
 
 
1,299

 
38,322

 
Als Ltd
 
 
97,596

 
465,836

 
Alstria Office Reit-ag
 
 
39,873

 
556,092

 
Altri Sgps Sa
 
 
93,992

 
623,190

 
Altus Group Ltd
 
 
17,970

 
311,421

 
Amadeus It Group
 
 
47,066

 
2,926,155

 
Ambu A/S
 
 
40,451

 
970,396

 
Amplifon Spa
 
 
56,129

 
901,500

 
Anheuser-Busch Inbev Sa/Nv
 
 
23,432

 
1,545,578


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Anta Sports Products Ltd
 
 
146,604

 
703,122

 
Aon Plc
 
 
15,751

 
2,289,568

 
Aperam Sa
 
 
10,070

 
265,339

 
Arata Corp
 
 
7,088

 
281,672

 
Arris International Plc
 
 
2,567

 
78,481

 
As One Corp
 
 
5,690

 
390,024

 
Ascential Plc
 
 
229,910

 
1,103,908

 
Ase Technology Holding Co Ltd
 
 
483,694

 
917,441

 
Asm International Nv
 
 
4,750

 
196,563

 
Asml Holding Nv
 
 
12,820

 
1,995,069

 
Asos Plc
 
 
8,151

 
236,383

 
Aspen Insurance Holdings Ltd
 
 
2,873

 
120,634

 
Asr Nederland Nv
 
 
27,420

 
1,083,898

 
Assa Abloy Ab
 
 
102,741

 
1,832,696

 
Assured Guaranty Ltd
 
 
23,871

 
913,799

 
Astm Spa
 
 
12,597

 
251,710

 
Astra International Tbk Pt
 
 
877,232

 
501,754

 
At&S Austria Technologie & Sys
 
 
8,633

 
151,986

 
Atacadao Distribuicao Comercio
 
 
196,869

 
918,881

 
Atlas Copco Ab
 
 
81,003

 
1,923,240

 
Aumann Ag
 
 
4,572

 
153,406

 
Avanza bank Holding
 
 
8,273

 
395,273

 
Avast Plc
 
 
131,108

 
474,219


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Axis Capital Holdings Ltd
 
 
32,750

 
1,691,258

 
Ayala Land Inc
 
 
615,738

 
475,401

 
Azul Sa
 
 
16,772

 
464,405

 
B3 Sa - Brasil Bolsa Balcao
 
 
160,666

 
1,111,388

 
Baidu Inc
 
 
11,530

 
1,828,638

 
Bakkavor Group Plc
 
 
166,750

 
299,446

 
Banca Generali Spa
 
 
12,137

 
251,552

 
Banca Transilvania Sa
 
 
379,942

 
187,074

 
Banco Santander Chile
 
 
26,159

 
782,166

 
Bangkok Dusit Medical Services
 
 
781,690

 
585,787

 
Bangkok Expressway & Metro Pcl
 
 
581,032

 
173,096

 
Bank Central Asia Tbk Pt
 
 
451,282

 
815,947

 
Bank Leumi Le-Israel Bm
 
 
141,106

 
853,415

 
Bank Of Georgia Group Plc
 
 
14,180

 
248,681

 
Bank Of Nt Butterfield & Son L
 
 
12,183

 
381,948

 
Bank Of The Ryukyus Ltd
 
 
10,782

 
111,733

 
Bank Rakyat Indonesia Perser
 
 
2,553,292

 
649,864

 
Baozun Inc
 
 
13,310

 
388,798

 
BB Seguridade Participacoes
 
 
308,006

 
2,192,578

 
Bellway Plc
 
 
20,880

 
668,796

 
Berkeley Group Holdings Plc
 
 
10,086

 
446,892

 
Best World International Ltd
 
 
369,474

 
712,925

 
Bhp Group Plc
 
 
82,194

 
1,728,941


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Bidvest Group Ltd/The
 
 
15,193

 
218,468

 
Bim Birlesik Magazalar As
 
 
13,720

 
224,372

 
Biomerieux
 
 
1,203

 
79,072

 
Biotage Ab
 
 
19,148

 
235,407

 
Bk Brasil Operacao E Assessori
 
 
21,442

 
114,410

 
Bluescope Steel Ltd
 
 
25,454

 
196,398

 
Bobst Group Sa
 
 
4,917

 
340,646

 
Brenntag Ag
 
 
5,949

 
256,379

 
Brightsphere Investment Group
 
 
6,453

 
68,919

 
Britvic Plc
 
 
48,665

 
495,534

 
Brunello Cucinelli
 
 
8,497

 
291,872

 
Bukit Asam Tbk Pt
 
 
1,377,266

 
411,839

 
Bwp Trust
 
 
168,536

 
418,833

 
Cae Inc
 
 
17,970

 
330,104

 
Cairn Homes Plc
 
 
201,697

 
246,710

 
Canada Goose Holdings Inc
 
 
7,887

 
344,804

 
Canadian National Railway Co
 
 
13,059

 
966,785

 
Canadian Pacific Railway Ltd
 
 
24,095

 
4,279,767

 
Capgemini Se
 
 
13,306

 
1,320,256

 
Capitec Bank Holdings Ltd
 
 
6,891

 
535,598

 
Cardtronics Plc
 
 
7,072

 
183,883

 
Carel Industries Spa
 
 
38,624

 
398,962

 
Carlsberg A/S
 
 
14,602

 
1,549,194


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Cd Projekt Sa
 
 
3,238

 
125,505

 
Cembra Money Bank Ag
 
 
5,655

 
446,616

 
Central Pattana Pub Co
 
 
211,230

 
484,933

 
Chailease Holding Co Ltd
 
 
62,232

 
196,190

 
Charter Hall Retail Reit
 
 
80,630

 
254,302

 
China Communications Services
 
 
462,751

 
382,998

 
China Mengniu Dairy Co Ltd
 
 
191,483

 
596,753

 
China Merchants Bank Co Ltd
 
 
381,470

 
1,398,353

 
China Pacific Insurance
 
 
764,935

 
2,476,719

 
Chow Sang Sang Holdings Intern
 
 
113,807

 
168,908

 
Chr Hansen Holding A/S
 
 
36,561

 
3,229,383

 
Chubb Ltd
 
 
30,690

 
3,964,478

 
Cia De Saneamento Basico Do Es
 
 
97,297

 
790,781

 
Cia De Saneamento Do Parana
 
 
44,620

 
708,018

 
CIE Automotive Sa
 
 
51,139

 
1,253,381

 
Cie De Saint-Gobain
 
 
23,717

 
790,732

 
Cie Generale Des Etablissement
 
 
7,975

 
790,431

 
Cielo Sa
 
 
298,658

 
685,047

 
Cimpress Nv
 
 
1,319

 
136,368

 
Cineworld Group Plc
 
 
218,635

 
732,891

 
Clicks Group Ltd
 
 
23,416

 
311,641

 
Cochlear Ltd
 
 
4,266

 
521,249

 
Compass Group Plc
 
 
299,120

 
6,285,824


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Computer Modelling Group Ltd
 
 
10,882

 
48,520

 
Concentric
 
 
62,942

 
850,500

 
Core Laboratories Nv
 
 
24,559

 
1,465,168

 
Cosmo Energy Holdings Co Ltd
 
 
22,462

 
463,508

 
Country Garden Services Holdin
 
 
818,613

 
1,300,688

 
CP All Pcl
 
 
170,939

 
360,934

 
Credicorp Ltd
 
 
3,870

 
857,764

 
Crispr Therapeutics Ag
 
 
999

 
28,539

 
Csl Ltd
 
 
37,466

 
4,883,856

 
Cushman & Wakefield Plc
 
 
145,481

 
2,105,113

 
Cvc Brasil Operadora E Agencia
 
 
14,561

 
229,845

 
Cvs Group Plc
 
 
15,408

 
129,809

 
Dah Sing Financial Holdings Lt
 
 
65,888

 
325,682

 
Daio Paper Corp
 
 
17,870

 
206,361

 
Daiwa House Industry Co Ltd
 
 
74,300

 
2,368,876

 
Dali Foods Group Co Ltd
 
 
210,432

 
155,620

 
Db Hitek Co Ltd
 
 
33,192

 
322,755

 
Dbs Group Holdings Ltd
 
 
95,124

 
1,653,333

 
DCC Plc
 
 
6,232

 
475,067

 
Denka Co Ltd
 
 
6,489

 
183,938

 
Derichebourg Sa
 
 
35,510

 
162,291

 
Descartes Systems
 
 
14,916

 
393,687

 
Despegar.Com Corp
 
 
170,541

 
2,116,418


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Dfds A/S
 
 
15,192

 
610,208

 
Diageo Plc
 
 
30,871

 
1,098,919

 
Dic Corp
 
 
14,575

 
447,694

 
Dino Polska Sa
 
 
6,025

 
153,716

 
Dip Corp
 
 
35,140

 
576,840

 
Dirtt Environmental Solution
 
 
95,011

 
425,038

 
Disco Corp
 
 
2,096

 
245,539

 
Dixons Carphone Plc
 
 
120,188

 
183,839

 
Dksh Holding
 
 
8,592

 
591,395

 
Dno Asa
 
 
133,644

 
193,694

 
Dollarama Inc
 
 
56,983

 
1,354,687

 
Don Quijote Holdings Co Ltd
 
 
25,919

 
1,611,177

 
Dp World Ltd
 
 
55,332

 
946,187

 
Draper Esprit Plc
 
 
33,771

 
232,256

 
Ds Smith Plc
 
 
167,803

 
639,644

 
Dufry Ag Reg
 
 
3,704

 
349,859

 
Duzonbizon Co Ltd
 
 
11,962

 
556,400

 
E.Sun Financial Holding Co
 
 
965,699

 
631,504

 
Ebiquity Plc
 
 
94,633

 
78,341

 
Ebro Foods Sa
 
 
51,220

 
1,000,842

 
Eclat Textile Co Ltd
 
 
13,962

 
158,079

 
Edenred
 
 
11,740

 
430,939

 
Edita Food Industries
 
 
21,035

 
86,245


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Eiken Chemical Co Ltd
 
 
8,386

 
183,973

 
Electric Power Development
 
 
15,973

 
379,396

 
Elekta Ab
 
 
58,809

 
698,812

 
Energisa Sa
 
 
23,038

 
220,526

 
Enerplus Corp
 
 
42,353

 
328,656

 
Engie Brasil Energia Sa
 
 
25,406

 
216,454

 
Enn Energy Holdings Ltd
 
 
76,793

 
681,187

 
Epiroc Ab
 
 
134,211

 
1,269,164

 
Eps Holdings Inc
 
 
13,377

 
203,864

 
Equiniti Group Plc
 
 
71,140

 
196,159

 
Erg Spa
 
 
17,355

 
327,342

 
Essent Group Ltd
 
 
28,350

 
969,024

 
Essilor International Cie Gene
 
 
35,712

 
4,509,023

 
Eurofins Scientific
 
 
1,179

 
439,375

 
Euronext Nv
 
 
5,818

 
334,546

 
Everest Re Group Ltd
 
 
6,666

 
1,451,558

 
Evraz Plc
 
 
100,768

 
616,666

 
Experian Plc
 
 
183,023

 
4,440,515

 
Fairfax India Holdings Corp
 
 
105,208

 
1,381,381

 
Farfetch Ltd
 
 
2,795

 
49,504

 
Feng Tay Enterprise Co Ltd
 
 
27,925

 
159,442

 
Ferguson Plc
 
 
30,392

 
1,941,974

 
Ferroglobe Rep & Wrnty Ins Tru Non Transferable Bene Int
 
 
31,110

 
49,464


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Fila Korea Ltd
 
 
4,686

 
224,699

 
Finecobank Spa
 
 
54,733

 
549,225

 
First Abu Dhabi Bank Pjsc
 
 
132,235

 
507,606

 
Firstrand Ltd
 
 
147,348

 
671,543

 
Fisher & Paykel Healthcare
 
 
85,415

 
744,578

 
Flybe Group Plc
 
 
222,125

 
48,093

 
Freenet Ag
 
 
28,442

 
550,937

 
Fresenius Se & Co Kgaa
 
 
13,060

 
632,733

 
Fresh Del Monte Produce Inc
 
 
23,995

 
657,853

 
Fufeng Group Ltd
 
 
480,186

 
203,007

 
Fuji Corp/Aichi
 
 
43,227

 
508,249

 
Fujikura Ltd
 
 
50,514

 
201,201

 
Fujimi Inc
 
 
10,083

 
193,819

 
Fujitec Co Ltd
 
 
36,039

 
387,932

 
Fujitsu General Ltd
 
 
25,756

 
330,538

 
Fukuoka Financial Group Inc
 
 
13,876

 
282,930

 
Geberit Ag
 
 
5,882

 
2,280,967

 
Genting Bhd
 
 
688,043

 
1,015,623

 
Genus Plc
 
 
19,405

 
530,371

 
Genworth Mi Canada Inc
 
 
5,948

 
175,067

 
Georgia Healthcare Group Plc
 
 
74,423

 
193,361

 
Gima Tt Spa
 
 
19,432

 
144,878

 
Global Indemnity Ltd
 
 
7,532

 
272,882


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Globant Sa
 
 
3,373

 
189,961

 
Grafton Group Plc
 
 
25,295

 
207,148

 
Grandvision Nv
 
 
21,419

 
468,394

 
Grifols Sa
 
 
29,833

 
753,458

 
Gruma Sab De Cv
 
 
35,276

 
397,417

 
Grupo Aeroportuario Del Centro
 
 
28,124

 
133,939

 
Grupo Aeroportuario Sur
 
 
917

 
138,029

 
Grupo Financiero Banorte Sab D
 
 
216,093

 
1,052,606

 
Guangdong Investment Ltd
 
 
145,607

 
281,567

 
Gudang Garam Tbk Pt
 
 
39,094

 
227,349

 
Gulf Keystone Petroleum Ltd
 
 
124,624

 
287,285

 
Haier Electronics Group Co
 
 
215,635

 
530,456

 
Hana Financial Group
 
 
57,641

 
1,872,648

 
Hansol Chemical Co Ltd
 
 
8,536

 
592,881

 
Hanwa Co Ltd
 
 
19,567

 
504,531

 
Hartalega Holdings Bhd
 
 
108,707

 
161,514

 
Haseko Corp
 
 
84,756

 
892,254

 
Hdfc Bank Ltd
 
 
87,661

 
9,080,885

 
Heiwa Real Estate Co Ltd
 
 
20,166

 
320,734

 
Heiwado Co Ltd
 
 
7,887

 
181,145

 
Helen Of Troy Ltd
 
 
2,415

 
316,854

 
Hemfosa Fastigheter Ab
 
 
43,045

 
339,375

 
Hexagon Ab
 
 
62,600

 
2,880,822


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Hikari Tsushin Inc
 
 
2,895

 
453,072

 
Hi-p International Ltd
 
 
592,396

 
384,645

 
His Co Ltd
 
 
8,086

 
293,705

 
Hitachi Metals Ltd
 
 
30,349

 
318,105

 
Home Product Center Pcl
 
 
1,003,990

 
468,693

 
Hope Education Group Co Ltd
 
 
1,926,735

 
209,178

 
Horiba Ltd
 
 
4,492

 
183,847

 
Hoshino Resorts Reit Inc
 
 
98

 
468,422

 
Hoshizaki Corp
 
 
3,893

 
237,050

 
Howden Joinery Group Plc
 
 
346,124

 
1,920,231

 
Huazhu Group Ltd
 
 
45,642

 
1,306,719

 
Huhtamaki Oyj
 
 
8,541

 
264,287

 
Ibstock Plc
 
 
775,612

 
1,962,798

 
Ichor Holdings Ltd
 
 
1,998

 
32,565

 
Icici Bank Ltd
 
 
465,581

 
4,790,825

 
Icon Plc
 
 
27,066

 
3,497,250

 
Idec Corp/Japan
 
 
10,782

 
185,240

 
Igg Inc
 
 
220,626

 
302,646

 
Iguatemi Emp De Shopping
 
 
53,291

 
571,995

 
Imax Corp
 
 
11,178

 
210,259

 
Imcd Group
 
 
8,020

 
513,438

 
Immobiliare Grande Distribuzio
 
 
40,584

 
249,692

 
Inchcape Plc
 
 
53,409

 
375,143


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Indivior Plc
 
 
52,173

 
74,653

 
Industria De Diseno Textil Sa
 
 
38,486

 
983,303

 
Industrias Bachoco Sab De Cv
 
 
50,702

 
166,726

 
Informa Plc
 
 
134,930

 
1,082,982

 
Infosys Ltd
 
 
188,129

 
1,790,989

 
Inmobiliaria Colonial Socimi S
 
 
80,005

 
744,012

 
Innovent Biologics Inc
 
 
102,327

 
314,978

 
Instone Real Estate Group Ag
 
 
21,148

 
401,314

 
Integrated Diagnostics Holding
 
 
67,699

 
281,629

 
Intermediate Capital Group
 
 
60,309

 
718,167

 
Intertrust
 
 
19,037

 
319,682

 
Intrum Ab
 
 
9,896

 
229,606

 
Investec Plc
 
 
73,218

 
411,327

 
Invincible Investment Corp
 
 
1,100

 
453,230

 
IP Group Plc
 
 
129,204

 
178,706

 
Ipsen Sa
 
 
8,098

 
1,044,714

 
IQE Plc
 
 
692,615

 
573,375

 
Irb Brasil Resseguros S/A
 
 
24,634

 
530,455

 
Israel Discount Bank Ltd
 
 
283,779

 
877,898

 
Itau Unibanco Holding
 
 
142,341

 
1,303,773

 
Ituran Location and Control
 
 
68,403

 
2,192,992

 
J D Wetherspoon Plc
 
 
11,464

 
162,498

 
Jafco Co Ltd
 
 
7,288

 
232,150


*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, 2018


 
 
Interest
Maturity
 Number of
 Cost
 Current
 
Identity of issue
rate
date
shares/units
value**
value
 
Japan Aviation Electronics Ind
 
 
30,548

 
354,166

 
Jazz Pharmaceuticals Plc
 
 
410

 
50,893

 
Jd Sports Fashion Plc
 
 
145,426

 
646,026

 
Jeol Ltd
 
 
31,047

 
468,901

 
Johnson Electric Holdings Ltd
 
 
65,888

 
134,312

 
Jollibee Foods Corp
 
 
33,440

 
185,561

 
Jpm Struct.Prod.Bv Lepw