The FAQs below are intended only to provide a brief discussion of the applicable ETNs. Investors should read the applicable registration statement (including a prospectus and related supplements) linked below and any other documents relating to the offering that the issuer has filed with the SEC to understand fully the terms of the relevant ETNs, including risks, fees and other considerations that are important in making a decision about investing in the ETNs.

The 3-month U.S. dollar LIBOR rate is a measure of the rate at which banks can obtain unsecured funding in U.S. dollars in the London interbank market at a given time for a term of 3 months. The 3-month U.S. dollar LIBOR rate is published by ICE Benchmark Administration and is the end product of a calculation based upon submissions from selected LIBOR contributor banks. This rate is widely used as a benchmark across a broad array of products, contracts, swaps, mortgages, and other financial instruments.

Eurodollar futures contracts are financial instruments that allow market participants to take investment positions in future 3-month U.S. dollar LIBOR rates. Each Eurodollar futures contract provides for cash settlement upon its expiration based on the 3-month U.S. dollar LIBOR rate published on its last trading day. The trading price of a Eurodollar futures contract at any time prior to expiration is thought to reflect a market expectation about what the 3-month U.S. dollar LIBOR rate will be on its final trading day. For example, if a Eurodollar futures contract has a final trading day that is one year in the future, then trading price of that Eurodollar futures contract today is thought to reflect current market expectations about what the 3-month U.S. dollar LIBOR rate will be in one year's time. The future 3-month U.S. dollar LIBOR rate implied in the trading price of a Eurodollar futures contract is referred to as an implied forward LIBOR rate. Whereas today's 3-month U.S. dollar LIBOR rate indicates the rate at which banks can borrow U.S. dollars for a 3-month term in the London interbank market today, an implied forward LIBOR rate is a market indication of the rate at which banks may be able to borrow U.S. dollars for a 3-month terms in the London interbank market on a specified date in the future.

There is an inverse relationship between the price of a Eurodollar futures contract and its implied forward LIBOR rate. As a result, a *long* position in a Eurodollar futures contract reflects a *short* position with respect to its implied forward LIBOR rate, and vice versa. This means that the price of a Eurodollar futures contract falls as its implied forward LIBOR rate rises, and vice versa.

Eurodollar futures contracts are traded on the CME Globex electronic trading platform with quarterly expirations in March, June, September and December of each year in the next 10 years, and with expirations in each of the next four months that are not in that quarterly cycle.

Janus Index & Calculation Services, LLC publishes a family of indices called the Janus Velocity LIBOR Indices. The Janus Velocity LIBOR Indices consist of the following three indices:

**Composite Forward LIBOR Index**

The level of the Janus Velocity LIBOR 1Y Index (referred to as the "Composite Forward LIBOR Index") at any time is equal to the composite forward LIBOR rate at that time, expressed as a number of basis points (a basis point is equal to one hundredth of a percentage point). The composite forward LIBOR rate is described below under "What is the composite forward LIBOR rate?" The Composite Forward LIBOR Index is not an investable index. However, it is a fundamental building block used in calculating the Long LIBOR Index and the Short LIBOR Index described below, each of which is designed to be an investable index.

**Long LIBOR Index**

The Janus Velocity Long LIBOR Index (the "Long LIBOR Index") aims to approximate the daily performance of a hypothetical long investment in the composite forward LIBOR rate (as reflected in the level of the Composite Forward LIBOR Index), as if the composite forward LIBOR rate were itself an asset that could be invested in. It does so by tracking the return on a hypothetical short position in the Eurodollar futures contracts, where that position is recalibrated daily to result in a return over the next day that approximates the percentage change in the composite forward LIBOR rate over that next day, subject to the long LIBOR floor. If at any time the composite forward LIBOR rate is below the long LIBOR floor of 1.00%, the Long LIBOR Index will aim to approximate less than the full daily percentage change in the composite forward LIBOR rate, resulting in a "targeted participation" of less than 100% in the daily percentage change. The daily return of the Long LIBOR Index will not exactly replicate the targeted participation in the daily percentage change in the composite forward LIBOR rate because of the effects of carry and the contract spread described below.

**Short LIBOR Index**

The Janus Velocity Short LIBOR Index (the "Short LIBOR Index") aims to approximate the daily performance of a hypothetical short investment in the composite forward LIBOR rate (as reflected in the level of the Composite Forward LIBOR Index), as if the composite forward LIBOR rate were itself an asset that could be shorted. It does so by tracking the return on a hypothetical long position in the Eurodollar futures contracts, where that position is recalibrated daily to result in a return over the next day that approximates the inverse of the percentage change in the composite forward LIBOR rate over that next day, subject to the short LIBOR floor. If at any time the composite forward LIBOR rate is below the short LIBOR floor of 2.50%, the Short LIBOR Index will aim to approximate less than the full amount of the inverse of the daily percentage change in the composite forward LIBOR rate, resulting in a "targeted participation" of less than 100% in the inverse of the daily percentage change. The daily return of the Short LIBOR Index will not exactly replicate the targeted participation in the inverse of the daily percentage change in the composite forward LIBOR rate because of the effects of carry and the contract spread described below.

The Long LIBOR Index and the Short LIBOR Index are referred to together as the "Indices".

The composite forward LIBOR rate on each day is equal to the weighted average of the forward 3-month U.S. dollar LIBOR rates implied in the daily settlement prices of the next 8 quarterly Eurodollar futures contacts, where these contracts have a weighted average tenor of approximately one year. The "tenor" of a Eurodollar futures contact refers to the amount of time remaining to the last trading day of that contract.

The composite forward LIBOR rate is described as a "composite" rate because it is a weighted average of 8 implied forward LIBOR rates. Those 8 implied forward LIBOR rates are implied in the daily settlement prices of Eurodollar futures contracts with tenors ranging over a period of up to 2 years, weighted in a manner designed to achieve a constant weighted average tenor of approximately 1 year. It is important to understand that the composite forward LIBOR rate is not equivalent to the 1-year implied forward LIBOR rate, even though it is based on the Eurodollar futures contracts with a weighted average tenor of approximately 1 year. The composite forward LIBOR rate is a weighted average of implied forward LIBOR rates covering 8 different time periods, and this weighted average may differ from the 1-year implied forward LIBOR rate at any given time.

Each Index aims to approximate its targeted participation in the percentage change in the composite forward LIBOR rate (or the inverse thereof, in the case of the Short LIBOR Index) from one day to the next. For the Long LIBOR Index, assuming a targeted participation rate of 100%, this means that if the composite forward LIBOR rate were to increase by 5% from one day to the next, the Long LIBOR Index would aim to increase by 5% over that one-day period, and if the composite forward LIBOR rate were to decrease by 5% from one day to the next, the Long LIBOR Index would aim to decrease by 5% over that one-day period. For the Short LIBOR Index, assuming a targeted participation of 100%, this means that if the composite forward LIBOR rate were to increase 5% from one day to the next, the Short LIBOR Index would aim to decrease by 5% over that one-day period, and if the composite forward LIBOR rate were to decrease by 5% from one day to the next, the Short LIBOR Index would aim to increase by 5% over that one-day period.

The daily percentage change in the composite forward LIBOR rate is different from the absolute percentage by which the composite forward LIBOR rate changes. The percentage change in the composite forward LIBOR rate from Day 1 to Day 2 is equal to (i) the rate on Day 2 *minus* the rate on Day 1 *divided by* (ii) the rate on Day 1.

For example, suppose the composite forward LIBOR rate changes from 3.00% to 3.15% from one day to the next. That change represents a 0.15% increase in absolute terms (0.15% being the difference 3.00% and 3.15%), but a 5% increase in percentage change terms. The percentage change would be calculated as (i) 3.15% *minus* 3.00% *divided by* (ii) 3.00%, which is equal to 5%. In this example, the Long LIBOR Index would aim to increase by 5%, and the Short LIBOR Index would aim to decrease by 5%, subject to the effects of carry and the contract spread described below.

The VelocityShares Long LIBOR ETNs and the VelocityShares Short LIBOR ETNs are two series of exchange-traded notes issued by Citigroup Global Markets Holdings Inc. and guaranteed by Citigroup Inc. The VelocityShares Long LIBOR ETNs provide a return linked to the Long LIBOR Index. The VelocityShares Short LIBOR ETNs provide a return linked to the Short LIBOR Index. The ETNs are unsecured debt securities, are subject to the credit risk of Citigroup Global Markets Holdings Inc. and Citigroup Inc. and do not represent an entitlement to any Eurodollar futures contracts.

The ETNs have been approved for listing on the NYSE Arca. However, the issuer of the ETNs has no obligation to maintain any listing on the NYSE Arca or any other exchange.

The ETNs are subject to early redemption at the option of the investor, subject to a minimum redemption amount of 50,000 ETNs and certain other conditions. The ETNs are subject to acceleration at the option of the issuer at any time and are subject to automatic acceleration in certain circumstances. If the ETNs are automatically accelerated, investors are likely to suffer a significant loss.

No. It is important to understand that the Long LIBOR Index only aims to "approximate" its targeted participation in the daily percentage change in the composite forward LIBOR rate, and that the Short LIBOR Index only aims to "approximate" its targeted participation in the inverse of the daily percentage change in the composite forward LIBOR rate. The daily performance of each Index will differ from its targeted participation in the daily percentage change (or the inverse thereof) in the composite forward LIBOR rate because of the effects of carry and the contract spread. In addition, over any period longer than one day, the Indices may experience a decay effect. The effects of carry, decay and the contract spread accumulate over time and can cause a significant deviation over time between the performance of the applicable Index and its targeted participation in the percentage change (or inverse thereof) in the composite forward LIBOR rate. As a result, the ETNs are intended only for short-term trading. Furthermore, the return of the ETNs will differ from the performance of the applicable index because of certain costs included in the term of the ETNs, including a Daily Investor Fee, Early Redemption Charge and creation fee.

Carry refers to the return (positive or negative) on a position in Eurodollar futures contracts that results solely from the passage of time. This return is independent of changes in the composite forward LIBOR rate.

Carry impacts each Index because each Index holds a position in hypothetical portfolios of Eurodollar futures contracts over successive one-day periods. On each day, each Index reflects gains or losses on Eurodollar futures contracts held since the prior day that each have a one-day shorter tenor than they had on the day before. This one-day shortening of tenor may itself have an impact on the prices of those Eurodollar futures contracts that is independent of changes in the composite forward LIBOR rate.

The impact of carry on either Index may be positive or negative and will depend on the shape and steepness of the implied forward LIBOR rate curve. In general, if the implied forward LIBOR rate curve is upward sloping, carry will have a negative effect on the Long LIBOR Index, and if the implied forward LIBOR rate curve is downward sloping, carry will have a negative effect on the Short LIBOR Index. The steeper the curve, the greater the impact of carry. It is impossible to predict the shape or steepness of the implied forward LIBOR rate curve or the impact of carry of either Index over any future period. The effects of carry are cumulative and are likely to increase as time passes.

The Long LIBOR Index is particularly likely to experience significant carry costs. The Short LIBOR Index may also experience significant carry costs.

The performance of each Index is reduced by a hypothetical daily transaction cost referred to as the contract spread. The contract spread is intended to reflect a hypothetical transaction cost associated with the daily adjustment to each Index's exposure to Eurodollar futures contracts.

The "decay" effect refers to a likely tendency of the Index to lose value over time independent of the directional movement of the composite forward LIBOR rate over that time period. The Short LIBOR Index will experience a decay effect any time the composite forward LIBOR rate moves in one direction on one day and then moves in the other direction on the next day. The Long LIBOR Index will experience a decay effect in the same circumstance if the composite forward LIBOR rate is below the long LIBOR floor. The decay effect will worsen over time and will be greater the more volatile the composite forward LIBOR rate. Although the decay effect is more likely to manifest itself the longer the ETNs are held, the decay effect can have a significant impact on the performance of the applicable Index (and, therefore, the applicable ETNs) even over a period as short as two days.

Each Index is subject to a LIBOR floor. The Long LIBOR Index is subject to a long LIBOR floor of 1.00%. The Short LIBOR Index is subject to a short LIBOR floor of 2.50%. At any time when the composite forward LIBOR rate is below the applicable LIBOR floor, the applicable Index will aim to approximate only a portion of the daily percentage change in the composite forward LIBOR rate (of the inverse thereof, in the case of the Short LIBOR Index), resulting in a targeted participation rate of less than 100%.

Yes. The ETNs are likely to be highly volatile and, therefore, highly speculative and highly risky. Each series of ETNs tracks an Index that aims to approximate its targeted participation in the daily percentage change (or the inverse thereof, in the case of the Short LIBOR Index) in the composite forward LIBOR rate (subject to the effects of carry and the contract spread). A relatively small absolute change in the composite forward LIBOR rate from one day to the next may result in a relatively large percentage change. For example, if the composite forward LIBOR rate declines from 1.00% to 0.90% from one Index Business Day to the next, that would represent a change of only 0.10% in absolute terms but a 10% change in percentage change terms (since 0.10% is 10% of 1.00%). In this circumstance, even though the absolute change is relatively small, the Long LIBOR Index would aim to decline by approximately 10% (subject to the effects of carry and the contract spread) over that one-day period, and the Indicative Value of the Long LIBOR ETNs would incur a similar loss (subject to the Daily Accrual and the Daily Investor Fee).

The ETNs represent a hypothetical position in Eurodollar futures contracts, where that position is reset daily. The ETNs are designed to approximate their stated investment objectives on a daily basis, and their performance over longer periods of time can differ significantly from their stated daily objectives.

The ETNs are not intended to be "buy and hold" investments. The ETNs are intended to be short-term trading tools for sophisticated investors to manage short-term trading risks. The Indices are designed to approximate their stated investment objectives on a daily basis, and their performance over longer periods of time can differ significantly from their stated daily objectives. The ETNs are riskier than securities that have longer-term investment objectives. Any decision to hold the ETNs for more than one day should be made with great care and only as the result of a series of daily (or more frequent) investment decisions to remain invested in the ETNs for the next one-day period. Accordingly, the ETNs should be purchased only by sophisticated investors who understand and can bear the potential risks and consequences associated with a short-term investment based on the composite forward LIBOR rate and that may be subject to the effects of carry and decay, may be highly volatile and may experience significant losses, up to the entire amount invested, in a short period of time. Investors should actively and frequently monitor their investments in the ETNs, even intra-day. It is possible that investors will suffer significant losses in the ETNs even if the performance of the composite forward LIBOR rate over the time the ETNs are held is positive, in the case of the Long LIBOR ETNs, or negative, in the case of the Short LIBOR ETNs.

A Daily Investor Fee of 1.50% per annum is deducted from the value of the ETNs on a daily basis. If an investor exercises its right to redeem the ETNs, the payment upon redemption will be reduced by an Early Redemption Charge of 0.20%. In addition, for any ETNs it sells, Citigroup Global Markets Inc. ("CGMI") is expected to charge to purchasers a creation fee of up to approximately 0.15% times the Indicative Value at which CGMI prices the sale of such ETNs, provided however that CGMI may from time to time increase or decrease the creation fee. These fees are described more fully in the prospectus for the ETNs.

The Intraday Indicative Value (an approximation of the intrinsic value) of each ETN is calculated and disseminated over the Consolidated Tape and/or other major market data vendors every 15 seconds during NYSE Arca trading hours. The Intraday Indicative Value is a calculated value and is not the same as the trading price of the ETNs and is not a price at which the ETNs may be bought or sold in the secondary market.

Yes. The ETNs are subject to significant risks, including the risk of loss of up to the entire amount invested in a short period of time. These risks are described in the prospectus for the ETNs.