10-K 1 form10-k.htm CITICORP MORTGAGE SECURITIES TRUST, SERIES 2008-2 10-K 12-31-2008 form10-k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 10-K

ANNUAL REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

T
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

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 333-145532-03                                                                         

Citicorp Mortgage Securities Trust, Series 2008-2
(Exact name of issuing entity as specified in its charter)
 
Citicorp Mortgage Securities, Inc.
(Exact name of depositor as specified in its charter)
 
CitiMortgage, Inc.
(Exact name of sponsor as specified in its charter)

New York
  
 80-0214715 and 80-0214718
(State or Other Jurisdiction of Incorporation or Organization of Issuing Entity)
  
(I.R.S. Employer Identification Number of Issuing Entity)
     
1000 Technology Drive, O’Fallon, Missouri
  
63368-2240
(Address of Principal Executive
Offices of Issuing Entity)
  
(Zip Code)


Registrant’s telephone number, including area code: (636) 261-1313
 
Securities Registered pursuant to Section 12(b) of the Exchange Act:  None
 
Securities Registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes £ No T

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 T

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or 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 T No £
 
 
1
 

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.  £ [Item 405 of Regulation S-K is not applicable.]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer  £
  
Accelerated Filer £
Non-Accelerated Filer T
  
Smaller reporting company £
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
£ Yes   T No

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.]

PART I

The following items have been omitted pursuant to General Instruction J. to Form 10-K:


Item 1.
  
Business
Item 1A.
  
Risk Factors
Item 2.
  
Properties
Item 3.
  
Legal Proceedings
Item 4.
  
Submission of Matters to a Vote of Security Holders

Item 1B.  Unresolved Staff Comments

None.

The following substitute information is provided in accordance with General Instruction J. to Form 10-K:

Item 1112(b) of Regulation AB (Significant obligors of pool assets)

No single obligor represents more than 10% of the pool assets held by the issuing entity.

Item 1114(b)(2) of Regulation AB (Credit enhancement and other support, except for certain derivative instruments) (Information regarding significant enhancement providers)

No entity or group of affiliated entities provides any external credit enhancement for the certificates issued by the issuing entity.

Item 1115(b) of Regulation AB (Certain derivative instruments)

No entity or group of affiliated entities provides derivative instruments having a significance percentage of 10% or more.

Item 1117 of Regulation AB (Legal Proceedings)

There are no legal proceedings that would be material to investors against the sponsor, the depositor, the issuing entity, Citibank, N.A. (the paying agent, authenticating agent and certificate registrar for the issuing entity), or to CitiMortgage, Inc.’s knowledge, the trustee, nor does CitiMortgage, Inc. know of any such proceeding contemplated by any governmental authorities.
 
2
 
PART II

The following items have been omitted pursuant to General Instruction J. of Form 10-K:


Item 5.
  
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
  
Selected Financial Data
Item 7.
  
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
  
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
  
Financial Statements and Supplementary Data
Item 9.
  
Changes in Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
  
Controls and Procedures


Item 9B.                   Other Information


None.

PART III

The following items have been omitted pursuant to General Instruction J. of Form 10-K:

Item 10.
  
Directors, Executive Officers and Corporate Governance
Item 11.
  
Executive Compensation
Item 12.
  
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
  
Certain Relationships and Related Transactions, and Director Independence
Item 14.
  
Principal Accounting Fees and Services
 
The following substitute information is provided in accordance with General Instruction J. to Form 10-K:

Item 1119 of Regulation AB (Affiliations and certain relationships and related transactions)

The information regarding this item has been filed in a 424(b)(5) filing dated June 27, 2008.

Item 1122 of Regulation AB (Compliance with applicable servicing criteria)

The reports required by Item 1122(a) and (b) of, or relating to, all parties determined by the registrant to be participating in the servicing function with respect to the issuing entity are attached to this Form 10-K as Exhibits 33.1.1, 33.1.2, 33.1.3, 34.1.1, 34.1.2 and 34.1.3.

The Agency and Trust division of Citibank, N.A. disclosed the following material noncompliance with criteria applicable to them during the year ended December 31, 2008: 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.  With respect to certain transactions for which the transaction documents require that funds be deposited into the custodial bank accounts on the day funds are received by the Company, funds were not deposited into the custodial bank accounts in accordance with the terms of the transaction documents.

The Agency and Trust division of Citibank, N.A. disclosed the following management response with criteria applicable to them during the year ended December 31, 2008: 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.  Management believes the process in place ensures with reasonable certainty that although certain funds received by the Company were not deposited in accordance with the timing required by the transaction agreements, these funds were deposited into the custodial account such that any payments to any security holder or to any transaction party were unaffected by the aforementioned delay.

 
3
 

Item 1123 of Regulation AB (Servicer compliance statement)

The statement required by Item 1123 is attached to this Form 10-K as Exhibit 35.1.


PART IV

Item 15.
  
Exhibits, Financial Statements Schedules
       
   
(a)(1)
Not applicable.
   
(a)(2)
Not applicable.
   
(a)(3)
Exhibits

Exhibit Number
Description
4.1
Pooling and Servicing Agreement, dated as of June 1, 2008, incorporated by reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on July 9, 2008.
10.1
Form of Mortgage Loan Purchase Agreement, dated June 1, 2008, incorporated by reference from Exhibit 10.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on July 9, 2008.
31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission, dated March 30, 2009.
33.1.1
Management Assessment of Compliance with Applicable Servicing Criteria, dated February 20, 2009, of CitiMortgage, Inc. utilizing the Citilink system.
33.1.2
Management Assertion of Compliance, dated February 27, 2009, of the Agency and Trust division of Citibank, N.A.
33.1.3
Management Assessment of Compliance with Applicable Servicing Criteria, dated February 20, 2009, of Citibank, N.A.
34.1.1
Report of Independent Registered Public Accounting Firm, dated February 20, 2009, of KPMG LLP, relating to Exhibit 33.1.1.
34.1.2
Report of Independent Registered Public Accounting Firm, dated February 27, 2009, of KPMG LLP, relating to Exhibit 33.1.2.
34.1.3
Report of Independent Registered Public Accounting Firm, dated February 20, 2009, of KPMG LLP, relating to Exhibit 33.1.3.
35.1
Servicer Compliance Statement of CitiMortgage, Inc., dated February 20, 2009.

 
4
 

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.

 
Citicorp Mortgage Securities Trust, Series 2008-2
       
 
By:
CitiMortgage, Inc., as Servicer
       
   
By:
/s/ Herb Gover
     
Herb Gover
     
Senior Vice President
     
Senior Officer in Charge of Servicing

March 30, 2009
 
 
5
 

Index to Exhibits

Exhibit Number
Description
4.1
Pooling and Servicing Agreement, dated as of June 1, 2008, incorporated by reference from Exhibit 4.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on July 9, 2008.
10.1
Form of Mortgage Loan Purchase Agreement, dated June 1, 2008, incorporated by reference from Exhibit 10.1 of the Issuing Entity’s Current Report on Form 8-K filed with the Commission on July 9, 2008.
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules and regulations of the Commission, dated March 30, 2009.
Management Assessment of Compliance with Applicable Servicing Criteria, dated February 20, 2009, of CitiMortgage, Inc. utilizing the Citilink system.
Management Assertion of Compliance, dated February 27, 2009, of the Agency and Trust division of Citibank, N.A.
Management Assessment of Compliance with Applicable Servicing Criteria, dated February 20, 2009, of Citibank, N.A.
Report of Independent Registered Public Accounting Firm, dated February 20, 2009, of KPMG LLP, relating to Exhibit 33.1.1.
Report of Independent Registered Public Accounting Firm, dated February 27, 2009, of KPMG LLP, relating to Exhibit 33.1.2.
Report of Independent Registered Public Accounting Firm, dated February 20, 2009, of KPMG LLP, relating to Exhibit 33.1.3.
Servicer Compliance Statement of CitiMortgage, Inc., dated February 20, 2009.

 
 6