Document/Exhibit Description Pages Size
1: 10-K Annual Report -- sec10k 6± 28K
2: EX-1 Underwriting Agreement 2± 12K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 2± 10K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 2± 11K
5: EX-4 Instrument Defining the Rights of Security Holders 1 7K
6: EX-5 Opinion re: Legality 2± 9K
7: EX-7 Letter re: Non-Reliance upon a Previously Issued 1 6K
Audit Report or Completed Interim Review
8: EX-8 Opinion re: Tax Matters HTML 31K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-107958
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CITIGROUP MORTGAGE LOAN TRUST INC.
(as Depositor under the Pooling and Servicing Agreement,
dated as September 1, 2005 providing for the issuance of
Asset-Backed Pass-Through Certificates, Series 2005-HE3)
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(Exact name of registrant as specified in its charter)
New York 01-0791848
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
c/o Citibank, N.A. 399 Park Avenue, New York, N. Y. 10043
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 816 - 5680
--------------------------
Securities registered pursuant to Section 12(b) of the 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 [x]No
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 [x]No
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
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. [x]Yes [ ]No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sec. 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. [ ]
Not applicable.
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 [x]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.
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).
Not applicable.
PART I
Item 1. Business.
Not applicable.
Item 1A. Risk Factors.
Not applicable.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Not applicable.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the
trust created under the Pooling and Servicing Agreement(the Trust), the
Trustee, the Servicer, or the Registrant.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
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 Certificate exists.
Records provided to the Trust by the DTC and the Trustee indicate
that as of December 31, 2005, the total number of holders of record
for the series of certificates is 57.
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
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
None.
PART III
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11. Executive Compensation.
Not applicable.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits:
1 Annual Independent Accountant's Servicing Report ("USAP")
for the year ended December 31, 2005
Countrywide Home Loans Servicing LP, as Servicer and
accompanying Report of Management as to compliance
with minimum servicing standards
2 Annual Independent Accountant's Servicing Report ("USAP")
for the year ended December 31, 2005
HomEq Servicing Corporation, as Servicer and
accompanying Report of Management as to compliance
with minimum servicing standards
3 Annual Independent Accountant's Servicing Report ("USAP")
for the year ended December 31, 2005
JPMorgan Chase Bank,N.A., as Servicer and
accompanying Report of Management as to compliance
with minimum servicing standards
4 Annual Statement of Compliance
for the year ended December 31, 2005
Countrywide Home Loans Servicing LP, as Servicer
5 Annual Statement of Compliance
for the year ended December 31, 2005
HomEq Servicing Corporation, as Servicer
7 Annual Statement of Compliance
for the year ended December 31, 2005
JPMorgan Chase Bank, N.A., as Servicer
8 Aggregate Statement of Principal and Interest Distributions
to Certificate Holders for the year ended December 31, 2005
(b) Not applicable.
(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:
Citigroup Mortgage Loan Trust Inc.
(Registrant)
Signed: Citigroup Mortage Loan Trust Inc. as Depositor
By: /s/ Susan Mills
By: Susan Mills, Vice President
Dated: March 30, 2006
CERTIFICATION
I, Susan Mills, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution or servicing reports filed in
respect of periods included in the year covered by this annual report,
of Citigroup Mortgage Loan Trust Inc., Asset Backed Pass-Through
Certificates, Series 2005-HE3;
2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by this
annual report;
3. Based on my knowledge, the distribution or servicing information
required to be provided to the trustee by the servicer under the
pooling and servicing, or similar, agreement, for inclusion in these
reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the trustee in
accordance with the terms of the pooling and servicing, or similar,
agreement, and except as disclosed in the reports, the servicer has
fulfilled its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the
servicer's compliance with the minimum servicing standards based upon
the report provided by an independent public accountant, after
conducting a review in compliance with the Uniform Single Attestation
Program for Mortgage Bankers or similar procedure, as set forth in
the pooling and servicing, or similar, agreement, that is included in
these reports.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
Countrywide Home Loans Servicing LP, JPMorgan Chase Bank National
Association, HomEq Servicing Corporation, and US Bank National
Association.
Date: March 30, 2006
/s/ Susan Mills
Signature
Vice President
Title
Dates Referenced Herein and Documents Incorporated by Reference
| This ‘10-K’ Filing | | Date | | Other Filings |
|---|
| |  |
| | 3/30/06 | | None on these Dates |
| Filed on: | | 3/29/06 |
| For Period End: | | 12/31/05 |
| | 9/1/05 |
| List all Filings |
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