Citigroup Capital XIV (Citigroup Capital) is a statutory trust. All of the common securities of Citigroup Capital will be owned by Citigroup Inc. Citigroup is a diversified global financial services holding company whose businesses provide a range of financial services to consumer and corporate customers with some 200 million customer accounts in over 100 countries. Citigroup Capital will use the proceeds from the sale of the capital securities and the common securities to buy a series of 6.875% junior subordinated deferrable interest debentures, due June 30, 2066, from Citigroup with the same financial terms as the capital securities. Citigroup Capital's only source of cash to make payments on the capital securities are payments on the junior subordinated debt securities it purchases from Citigroup. The junior subordinated debt securities will be issued as unsecured debt under the indenture and will be limited in aggregate principal amount to approximately $501,000,000.