Citigroup may have misrepresented to investors its financial condition including the true risk profile of its numerous real estate related assets.

This is a securities class action lawsuit against Citigroup; certain officers and directors; and certain subsidiaries and controlled entities in connection with a series of 48 public offerings of preferred stock and bonds from May, 2006 through August, 2008 in which Citigroup raised over 71 billion dollars of capital.

Citigroup issued a series of public offering documents in connection with this series of capital raises ("Public Offering Materials"). The Public Offering Materials associated with each offering contained untrue statements of material fact and/or omitted to disclose material facts regarding:

(1) Citigroup's direct exposure to as much as $66 billion of CDOs containing subprime residential mortgage-backed securities ("RMBS" );

(2) Citigroup's exposure to approximately $100 billion of securities held by its SIVs;

(3) Citigroup's approximately $213 billion portfolio of residential mortgage loans;

(4) Citigroup's exposure to approximately $11 billion of impaired, illiquid auction rate securities;

(5) the value of Citigroup' s assets ;

(6) Citigroup's "well capitalized" status;

(7) Citigroup's net income; and

(8) various other metrics related to Citigroup's financial results.

Each of these untrue statements of fact and/ or omissions was highly material to investors because the undisclosed exposures noted above, as well as Citigroup's multi-hundred billion dollar residential mortgage portfolio, posed a substantial risk to Citigroup's solvency and capital adequacy - the basic measure of financial viability for a financial institution like Citigroup.

The securities at issue include: Citigroup Floating Rate Notes due 2011 (172967DL2); Citigroup Floating Rate Subordinated $600 Notes due 2016 (172967DM0); 5.850% Notes due 2013 (172967DP3); Floating Rate Notes due 2011 (172967DL2); Citigroup 5.85% Notes due (172967DQ1); Citigroup 6.125% Subordinated Notes due 2036 (172967DR9); Citigroup Floating Rate Subordinated $250 million (172967DS7); Citigroup 5.10% Notes due 2011 (172967DU2); Citigroup Floating Rate Subordinated Notes due 2036 (172967DS7); Citigroup Floating Rate Notes due 2009 (172967DW8); Citigroup 6.125% Subordinated Notes due 2036 (172967DR9); Citigroup 5.5% Subordinated Notes due 2017 (172967DY4); Citigroup Floating Rate Subordinated Notes due 2016 (172967DM0); Citigroup 5.250% Notes due (172967DZ1); Citigroup Floating Rate Notes due; (172967EA5); Citigroup 5.875% Notes due 2037 (172967EC1); Citigroup Floating Rate Subordinated Notes due 2036; (172967DS7); Citigroup Floating Rate Notes due 2010 (172967EG2); Citigroup 6.00% Notes due 2017 (172967EH0); Citigroup 5.500% Notes due 2012 (172967EJ6); Citigroup 5.250% Notes due 2012 (172967DZ1); Citigroup 5.250% Notes due 2012 (172967DZ1); Citigroup 5.300% Notes due 2012 (172967EL1); Citigroup, Inc. 6.125% Notes due 2017 (172967EM9); Citigroup 6.5% Non-Cumulative Convertible Preferred Stock, Series T (172967598); Citigroup 8.125% Non-Cumulative Preferred Stock, Series AA (172967572); Citigroup 6.875% Notes due 2038 (172967EP2); Citigroup 5.500% Notes due 2013 (172967EQ0); 8.40% fixed Rate/Floating Rate Non-Cumulative Preferred Stock Series E (172967ER8); Citigroup 6.125% Notes due 2018 (172967ES6); Citigroup Floating Rate Notes due 2018 (172967ET4); 8.50% Non-Cumulative Preferred Stock, Series F (172967556); Citigroup 6.500% Notes due 2013 (172967EU1); Citigroup Funding Medium Term Notes, Series D maturing on May 25, 2022 (1730T0CR8); Citigroup Funding Medium Term Notes Series D maturing on October 22, 2009 (1730TOEK1); Citigroup Funding Medium Term Notes, Series D , maturing on May 7, 2010 (1730T0FV6); Citigroup Funding Medium Term Notes Series D, maturing on May 28, 2013 (1730TOEPO); Citigroup Funding Medium Term Notes D, maturing on June 26, 2013 (1730T0GB9); Citigroup Capital XIV 6.875% $565 million Enhanced Trust Preferred Securities (17309E200); Citigroup Capital XV 6.50% Enhanced Trust Preferred Securities (17310G202); Citigroup Capital XVI 6.45% Enhanced Trust Preferred Securities (173101201); Citigroup Capital XVII 6.35% Enhanced Trust Preferred Securities (17311H209); Citigroup Capital XVIII 6.829% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities (EG5909395); Citigroup Capital XIX 7.250% Enhanced Trust Preferred Securities (17311U200); Citigroup Capital XX 7.875% Enhanced Trust Preferred Securities (173085200); Citigroup Capital XXI 8.300% Enhanced Trust Preferred Securities (173094AA1)