10-K/A 1 sec10ka.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Ammendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 ----------------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------- -------------------- Commission file number of issuing entity 333-131136-09 ------------------- Citigroup Mortgage Loan Trust 2006-HE2 ------------------------------------------------------------------------- (Exact name of issuing entity as specified in its charter) Commission file number of registrant 333-138237 ------------------- Citigroup Mortgage Loan Trust Inc. ------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Citigroup Global Markets Realty Corp. ------------------------------------------------------------------------- (Exact name of sponsor as specified in its charter) Delaware 01-0791848 ------------------------------ --------------------------------- State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 390 Greenwich Street, 14th Floor, New York, New York 10013 ------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) - 816 - 6000 ----------------------- Securities registered pursuant to Section 12(b) of the Act: NONE. Title of each class Name of each exchange of which registered ---------------------------------- --------------------------------- ---------------------------------- --------------------------------- Securities registered pursuant to section 12(g) of the Act: None. ------------------------------------------------------------------------- (Title of class) ------------------------------------------------------------------------- (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No X ------- ------- Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No X ------- ------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. X ------- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer X ---- ---- ---- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No X ------- ------- State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not Applicable DOCUMENTS INCORPORATED BY REFERENCE List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None This Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 2, 2007 (Accession No. 0001370805- 07-000001) by Citigroup Mortgage Loan Trust 2006-HE2 (the "Initial 10-K"), for the fiscal year ended December 31, 2006, is being filed for the sole purpose of restating the assessment of American Security Insurance Company, Standard Guaranty Insurance Company and TrackSure Insurance Agency, Inc. (the "Asserting Party") for the reporting period of January 1, 2006 through December 31, 2006. The restated assessment, provided to the registrant in February 2008, identifies a material instance of noncompliance with the servicing criteria set forth in Item 1122(d)(4)(xii) under Regulation AB. Specifically, the Asserting Party did not have, during the applicable reporting period, sufficient policies and procedures to capture the information with respect to the Platform Transactions necessary to determine compliance with Item 1122(d)(4)(xii). In response to a Securities and Exchange Commission comment, as of January 1, 2008, the Asserting Party has implemented practices and procedures to capture the information necessary to assess compliance with Item 1122(d)(4)(xii). PART I Item 1. Business. Not Applicable. Item 1A. Risk Factors. Not Applicable. Item 1B. Unresolved Staff Comments. None. Item 2. Properties. Not Applicable. Item 3. Legal Proceedings. There were no legal proceedings Item 4. Submission of Matters to a Vote of Security Holders. There were no matters submitted to a vote of the Security Holders PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. No established public trading market for the Certificates exist. There are approximately 32 holders of record as of the end of the reporting year. Item 6. Selected Financial Data. Not Applicable. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Not Applicable. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Not Applicable. Item 8. Financial Statements and Supplementary Data. Not Applicable. Item 9. Changes in and Disagreements With Accountants on Accounting and Not Applicable. Item 9A. Controls and Procedures. Not Applicable. Item 9B. Other Information. Not Applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Not Applicable. Item 11. Executive Compensation. Not Applicable. Item 12. Security Ownership of Certain Beneficial Owners and Management and Not Applicable. Item 13. Certain Relationships and Related Transactions, and Director Independence. Not Applicable. Item 14. Principal Accounting Fees and Services. Not Applicable. Substitute Information Provided in Accordance with General Instruction J(2) to Form 10-k Item 1112(b) of Regulation AB. Significant Obligor Financial Information No Applicable Updates. Item 1114(b)(2) and 1115(b) of Regulation AB. Credit Enhancement and Other Support. No Applicable Updates Item 1117 of Regulation AB. Legal Proceedings. No Applicable Updates Item 1119 of Regulation AB. Affiliation and Certain Relationships and Related Transactions. No Applicable Updates Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria. See Item 15(a) exhibits (33) and (34). The Registrant acknowledges instances of material non-compliance in Exhibits 33(a), 34(a), 33(f), and 34(f) of this form 10K. Item 1123 of Regulation AB. Servicer Compliance Statement. See Item 15(a) exhibits (35). PART IV Item 15. Exhibits, Financial Statement Schedules. (a) Exhibits (4) Pooling and Servicing Agreement, dated as of August 1, 2006, among Citigroup Mortgage Loan Trust, Inc., as Depositor, Ameriquest Mortgage Company, Wells Fargo Bank, N.A., and JP Morgan Chase Bank N.A., as Servicers, Citibank, N.A., as Trust Administrator, and U.S. Bank, N.A., as Trustee (incorporated herein by reference from Exhibit 4.1 of the current report on Form 8-K of the Registrant as filed with the Securities and Exchange Commission on September 18, 2006). (10) Incorporated by reference as Exhibit 4. (31) 302 Sarbanes-Oxley Certification. (33) Item 1122(a) Reports on assessment of compliance with servicing criteria for asset backed securities. (a) Ameriquest Mortgage Company, as Servicer(including AMC Mortgage Services, Inc. as Subservicer) (b) Chase Home Finance LLC., as Sub-Servicer (c) Citibank N.A., as Trust Administrator (d) Citibank N.A., (formerly known as Citibank (West), FSB), as Custodian (e) JP Morgan Chase Bank National Association, as Servicer (f) Wells Fargo Bank N.A., as Servicer (g) American Security Insurance Company, as vendor for Ameriquest Mortgage Company (h) FIS Tax Service, as vendor for Ameriquest Mortgage Company (i) Regulus Group LLC, as vendor for Wells Fargo Bank N.A. (j) ZC Sterling Insurance Agency, Inc., as vendor for Wells Fargo Bank N.A. (34) Item 1122(b) Attestation Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities. (a) Ameriquest Mortgage Company, as Servicer(including AMC Mortgage Services, Inc. as Subservicer) (b) Chase Home Finance LLC., as Sub-Servicer (c) Citibank N.A., as Trust Administrator (d) Citibank N.A., (formerly known as Citibank (West), FSB), as Custodian (e) JP Morgan Chase Bank National Association, as Servicer (f) Wells Fargo Bank N.A., as Servicer (g) American Security Insurance Company, as vendor for Ameriquest Mortgage Company (h) FIS Tax Service, as vendor for Ameriquest Mortgage Company (i) Regulus Group LLC, as vendor for Wells Fargo Bank N.A. (j) ZC Sterling Insurance Agency, Inc., as vendor for Wells Fargo Bank N.A. (35) Servicer Compliance Statement. (a) Ameriquest Mortgage Company, as Servicer (b) AMC Mortgage Services, Inc., as Subservicer (c) Chase Home Finance LLC., as Subservicer (d) JP Morgan Chase Bank National Association, as Servicer (e) Wells Fargo Bank N.A., as Servicer (99) Aggregate Statement of Principal and Interest Distributions to Certificate Holders for the year ended December 31, 2006 (b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index above. (c) Not Applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Citigroup Mortgage Loan Trust Inc. ----------------------------------------------------------------- By /s/ Susan Mills ----------------------------------------------------- Susan Mills Vice President (Senior officer in charge of securitization of the Depositor) Date June 13, 2008 -----------------------------------------------------