10-K 1 sac0334a_form10k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark one) /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-92140-34 Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2003-34A (Exact name of registrant as specified in its charter) New York 54-6593418 54-6593419 54-6593420 54-2132874 54-2132875 54-2132876 54-2132877 54-2132878 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) c/o Wells Fargo Bank, N.A. 9062 Old Annapolis Road Columbia, MD 21045 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 884-2000 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 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. Not applicable. Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). 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. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Not applicable. 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. Omitted. Item 2. Properties. See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information provided in lieu of information required by Item 102 of Regulation S-K. 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 with respect to the Trust other than routine litigation incidental to the duties of the respective parties. Item 4. Submission of Matters to a Vote of Security Holders. None. PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. No established public trading market for the Certificates exists. Records provided to the Trust by the DTC and the Trustee indicate that as of December 31, 2003, the number of holders of record for each class of Certificate were as follows: Class 1-A 4 Class 2-A1 3 Class 2-A2 3 Class 2-A3 4 Class 2-AX 3 Class 3-A1 3 Class 3-A2 3 Class 3-A3 11 Class 3-A4 3 Class 3-A5 3 Class 3-A6 4 Class 3-AX 3 Class 4-A 3 Class 4-AX 3 Class 5-A1 11 Class 5-A2 3 Class 5-A3 4 Class 5-A4 3 Class 5-A5 3 Class 5-A6 3 Class 5-AX 3 Class 5-PAX 3 Class 6-A 11 Class B1-I 3 Class B1-I-X 3 Class B2-I 4 Class B2-II 3 Class B3 3 Class B4 3 Class B5 3 Class B6 3 Class P-I 1 Class P-II 1 Class P-III 1 Class R1 1 Class R3 1 Class R4 1 Class R 1 Total: 129 Item 6. Selected Financial Data. Omitted. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Omitted. Item 7A. Quantitative and Qualitative Disclosures about Market Risk. Not applicable. Item 8. Financial Statements and Supplementary Data. See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Not applicable. 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. 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, and Reports on Form 8-K. (a) Exhibits (31.1) Rule 13a-14(a)/15d-14(a) Certification (99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2003. a) Aurora Loan Srvcs Inc, as Servicer b) Colonial Savings, as Servicer c) GreenPoint Mortgage Funding, as Servicer
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2003. a) Aurora Loan Srvcs Inc, as Servicer b) Colonial Savings, as Servicer c) GreenPoint Mortgage Funding, as Servicer
(99.3) Annual Statements of Compliance under the Pooling and Servicing Agreements for the year ended December 31, 2003. a) Aurora Loan Srvcs Inc, as Master Servicer
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders. (b) On December 09, 2003, and January 09, 2004 reports on Form 8-K were filed by the Company in order to provide the statements for the monthly distributions to holders of the Certificates. No other reports on Form 8-K have been filed during the last quarter of the period covered by this report. (c) Not applicable. (d) Omitted. Filed herewith. 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: Structured Asset Securities Corporation Mortgage Pass-Through Certificates Series 2003-34A (Registrant) Signed: Aurora Loan Srvcs Inc as Master Servicer By: E. Todd Whittemore, Executive Vice President By: /s/ E. Todd Whittemore, Executive Vice President Dated: March 30, 2004 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT. (a)(i) No annual report is provided to the Certificateholders other than with respect to aggregate principal and interest distributions. (a)(ii) No proxy statement, form of proxy or other proxy soliciting material has been sent to any Certificateholder with respect to any annual or other meeting of Certificateholders. Exhibit Index Exhibit No. Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification I, E. Todd Whittemore, 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 Structured Asset Securities Corporation Mortgage Pass-Through Certificates, Series 2003-34A Trust; 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. I am responsible for reviewing the activities performed by the master servicer under the pooling and servicing, or similar, agreement, and based on upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the master servicer has fulfilled its obligations under that 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: Colonial Savings as Servicer, GreenPoint Mortgage Funding as Servicer, and Wells Fargo Bank, N.A. as Trustee. Date: March 30, 2004 /s/ E. Todd Whittemore Signature Executive Vice President Title Ex-99.1(a) ERNST & YOUNG (Logo) Ernst & Young LLP Suite 3300 370 17th Street Denver, Colorado 80202-5663 Phone: (720) 931-4000 Fax: (720) 931-4444 www.ey.com Report on Management's Assertion on Compliance with the Specified Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Independent Accountants Board of Directors Aurora Loan Services Inc. We have examined management's assertion, included in the accompanying report titled Report of Management, that Aurora Loan Services Inc. (the Company) complied with the servicing standards identified in Exhibit A to the Report of Management (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended November 30, 2003. Management is responsible for the Company's compliance with those specified minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the specified minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the specified minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned specified minimum servicing standards during the year ended November 30, 2003, is fairly stated, in all material respects. /s/ Ernst & Young LLP February 2, 2004 Ex-99.1 (b) (LOGO) Price Waterhouse Coopers Report of Independent Auditors To the Board of Directors and Stockholder of Colonial Savings, F.A. We have examined management's assertion about Colonial Savings, F.A. ("Colonial") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended September 30, 2003, included in the accompanying management assertion (Exhibit I). Management is responsible for Colonial's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about Colonial's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Colonial's compliance with the minimum servicing standard and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on Colonial's compliance with the minimum servicing standards. In our opinion, management's assertion that Colonial complied with the aforementioned minimum servicing standards as of and for the year ended September 30, 2003, is fairly stated, in all material respects. /s/ Pricewaterhouse Coopers, LLP December 5, 2003 Ex-99.1 (c) (logo) PRICEWATERHOUSECOOPERS PricewaterhouseCoopers LLP 350 S. Grand Ave. Los Angeles CA 90071 Telephone (213) 236 3000 Report of Independent Auditors To the Board of Directors and Stockholders of GreenPoint Financial Corporation: We have examined management's assertion about GreenPoint Financial Corporation and its subsidiaries, including GreenPoint Mortgage Funding, Inc. (the "Company") compliance with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") as of and for the year ended December 31, 2003 included in the accompanying management assertion (see Exhibit 1). Management is responsible for the Company's compliance with those minimum servicing standards. Our responsibility is to express an opinion on management's assertion about the Company's compliance based on our examination. Our examination was made in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the minimum servicing standards and performing such other procedures as we considered necessary in the circumstances. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the minimum servicing standards. In our opinion, management's assertion that the Company complied with the aforementioned minimum servicing standards as of and for the year ended December 31, 2003 is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP March 25, 2004 Ex-99.2(a) Management's Assertion on Compliance with the Specified Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers Report of Management We, as members of management of Aurora Loan Services, Inc. (the Company), are responsible for complying with the servicing standards identified in the attached Exhibit A (the "specified minimum servicing standards") as set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP). We are also responsible for establishing and maintaining effective internal control over compliance with these specified minimum servicing standards. We have performed an evaluation of the Company's compliance with the specified minimum servicing standards as of November 30, 2003 and for the year then ended. Based on this evaluation, we assert that during the year ended November 30, 2003, the Company complied, in all material respects, with the specified minimum servicing standards. As of November 30, 2003 and for the year then ended, the Company had in effect a fidelity bond and an errors and omissions policy in the amount of $70,000,000. /s/ Bruce Witherell Bruce Witherell Managing Director /s/ Rick w. Skogg Rick w. Skogg President /s/ Roy W. Browning III Roy W. Browning III chief Financial Officer /s/ Bill Napier Bill Napier Finance Controller February 2, 2004 Exhibit A Specified Minimum Servicing Standards I. Custodial Bank Accounts 1. Reconciliations shall be prepared on a monthly basis for all custodial bank accounts and related bank clearing accounts. These reconciliations shall: a. be mathematically accurate; b. be prepared within forty-five (45) calendar days after the cutoff date. The cutoff date is the date as of which a bank account is reconciled every month. It may, or may not, coincide with a prescribed investor reporting date but shall be consistent from period to period; c. be reviewed and approved by someone other than the person who prepared the reconciliation; and d. document explanations for reconciling items. These reconciling items shall be resolved within ninety (90) calendar days of their original identification. 2. Funds of the servicing entity shall be advanced in cases where there is an overdraft in an investor's or a mortgagor's account. 3. Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. 4. Escrow funds held in trust for a mortgagor shall be returned to the mortgagor within thirty (30) calendar days of payoff of the mortgage loan. II. Mortgage Payments 1. Mortgage payments shall be deposited into the custodial bank accounts and related bank clearing accounts within two (2) business days of receipt. 2. Mortgage payments made in accordance with the mortgagor's loan documents shall be posted to the applicable mortgagor records within two (2) business days of receipt. 3. Mortgage payments shall be allocated to principal, interest, insurance, taxes or other escrow items in accordance with the mortgagor's loan documents. 4. Mortgage payments identified as loan payoffs shall be allocated in accordance with the mortgagor's loan documents. Exhibit A Specified Minimum Servicing Standards (continued) III. Disbursements 1. Disbursements made via wire transfer on behalf of a mortgagor or investor shall be made only by authorized personnel. 2. Disbursements made on behalf of a mortgagor or investor shall be posted within two (2) business days to the mortgagor's or investor's records maintained by the servicing entity. 3. Tax and insurance payments shall be made on or before the penalty or insurance policy expiration dates, as indicated on tax bills and insurance premium notices, respectively, provided that such support has been received by the servicing entity at least thirty (30) calendar days prior to these dates. 4. Any late payment penalties paid in conjunction with the payment of any tax bill or insurance premium notice shall be paid from the servicing entity's funds and not charged to the mortgagor, unless the late payment was due to the mortgagor's error or omission. 5. Amounts remitted to investors per the servicer's investor reports shall agree with cancelled checks, or other form of payment, or custodial bank statements. 6. Unissued checks shall be safeguarded so as to prevent unauthorized access. IV. Investor Accounting and Reporting 1. The servicing entity's investor reports shall agree with, or reconcile to, investors' records on a monthly basis as to the total unpaid principal balance and number of loans serviced by the servicing entity. V. Mortgagor Loan Accounting 1. The servicing entity's mortgage loan records shall agree with, or reconcile to, the records of mortgagors with respect to the unpaid principal balance on a monthly basis. 2. Adjustments on adjustable rate mortgage (ARM) loans shall be computed based on the related mortgage note and any ARM rider. 3. Escrow accounts shall be analyzed, in accordance with the mortgagor's loan documents, on at least an annual basis. Exhibit A Specified Minimum Servicing Standards (continued) V. Mortgagor Loan Accounting (continued) 4. Interest on escrow accounts shall be paid, or credited, to mortgagors in accordance with the applicable state laws. VI. Delinquencies 1. Records documenting collection efforts shall be maintained during the period a loan is in default and shall be undated at least monthly. Such records shall describe the entity's activities in monitoring delinquent loans including, for example, phone calls, letters and mortgage payment rescheduling plans in cases where the delinquency is deemed temporary (i.e., illness or unemployment). VII. Insurance Policies 1. A fidelity bond and errors and omissions policy shall be in effect on the servicing entity throughout the reporting period in the amount of coverage represented to investors in management's assertion. Ex-99.2 (b) COLONIAL SAVINGS (logo) Management's Assertation Concerning Compliance With USAP Minimum Servicing Standards December 12, 2003 As of and for the year ended September 30, 2003, Colonial Savings, F.A. has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP"). As of and for this same period, Colonial Savings, F.A. had in effect a fidelity bond and errors and omissions policy in the amount of $8,500,000. /s/ Jim E. Dubose Jim E. DuBose President, Chief Executive Officer /s/ Donna Dempsey Donna Dempsey Executive Vice President, Chief Financial Officer Ex-99.2 (c) Exhibit I Management's Assertion Regarding Compliance With Minimum Servicing Standards As of and for the year ended December 31, 2003, Greenpoint Mortgage Funding, Inc. (the "Company"), a wholly-owned subsidiary of Greenpoint Bank, has complied in all material respects with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers. As of and for this same period, GreenPoint Bank maintained on behalf of the Company, errors and omissions and employee fidelity bond insurance policies in the amount of $20,000,000 and $50,000,000, respectively. March 25, 2003 /s/ Becky Poisson Becky Poisson Executive Vice President of Operations and Technology /s/ Nathan Hieter Nathan Hieter Controller /s/ David Petrini David Petrini Chief Financial Officer /s/ S.A. Ibrahim S.A. Ibrahim Chief Executive Officer Ex-99.3(a) AURORA LOAN SERVICES A Lehman Brothers Company Master Servicing / 3131 South Vaughn Way #500 / Aurora, CO 80014/ phone: 303-632-3000 Via UPS February 26, 2004 Wells Fargo Bank: Minnesota, N.A. Evelyn Velasco, Trust Administrator Corporate Trust Services 9062 Old Anapolis Road Columbia, MD 21045 RE: SASCO Series: 2002-HF2, 2002-BC1, 2002-26, 2003-6A, 2003-l5A, 2003-l7A, 2003-22A, 2003-26A, 2003-34A, 2003-S2, ARC Series: 2002-BC8, 2002-BC9, 2002-BClO SAIL Series: 2003-BC1, 2003-BC2, 2003-BC3, 2003-BC4, 2003-BC5, 2003-BC6, 2003-BC7, 2003-BC8, 2003-BC9, 2003-BC10, 2003-BC11, 2003-BC12,2003-BC13 FFMLT: 2002-FF3, 2003-FFB, 2003-FF3 Encore 2003-1 Annual Officer's Certificate as to Compliance Dear Ms Velasco: The undersigned Officer certifies the following for the period ending on December 31, 2003: 1. I have reviewed the activities and performance of the Master Servicer during the preceding calendar year under the terms of the Trust Agreements and to the best of this Officer's knowledge, the Master Servicer has fulfilled all of its duties, responsibilities or obligations under the Agreements; 2. Based on said review and to the best of this Officer's knowledge, the Master Servicer is not in default of its obligations under the terms of the Trust Agreements in any material respect, or, if there. is a default in the fulfillment of its obligations, a description of each default or failure and the nature and status thereof has been reported to this Officer; 3. To the best of this Officer's knowledge, nothing has arose to lead this Officer to believe that its Servicer has failed to perform any of its duties, responsibilities and obligations under its Servicing Agreement during the preceding calendar year; 4. To the best of this Officer's knowledge, the Servicer is not in default of its obligations under the terms of its Servicing Agreement in any material respect, or, if there is a default in the fulfillment of its obligations, a description of each default or failure and the nature and status thereof has been reported to this Officer; 5. The Master Servicer has received from its Servicer such Servicer's annual certificate of compliance and a copy of such Servicer's annual audit report, in each case to the extent required under the applicable Servicing Agreement, or, if any such certificate or report has not been received by the Master Servicer, the Master Servicer is using its best reasonable efforts to obtain such certificate or report. Certified By: /s/ E. Todd Whittemore E. Todd Whittemore Executive Vice President Master Servicing Division Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders Class Interest Principal Losses Ending Balance 1-A 620,568.93 1,215,372.92 0.00 92,208,627.08 2-A1 411,200.28 1,612,909.02 0.00 48,387,090.98 2-A2 535,819.34 2,419,363.53 0.00 72,580,636.47 2-A3 179,847.21 761,744.68 0.00 22,852,255.33 2-AX 95,335.54 0.00 0.00 0.00 3-A1 41,167.49 52,774.34 0.00 4,947,225.66 3-A2 1,121,398.95 1,556,843.05 0.00 145,943,156.95 3-A3 1,533,690.14 2,074,865.42 0.00 194,504,134.57 3-A4 124,067.91 158,323.03 0.00 14,841,676.98 3-A5 205,671.42 316,646.04 0.00 29,683,353.96 3-A6 48,800.05 62,273.72 0.00 5,837,726.28 3-AX 233,508.17 0.00 0.00 0.00 4-A 838,046.60 2,372,244.68 0.00 119,269,755.32 4-AX 150,517.23 0.00 0.00 0.00 5-A1 360,523.41 7,207,004.06 0.00 120,817,995.95 5-A2 503,750.10 0.00 0.00 69,403,000.00 5-A3 186,284.80 0.00 0.00 29,107,000.00 5-A4 1,473,883.32 0.00 0.00 191,000,000.00 5-A5 74,012.50 0.00 0.00 9,550,000.00 5-A6 698,432.35 0.00 0.00 0.00 5-AX 208,788.58 0.00 0.00 0.00 5-PAX 161,663.88 0.00 0.00 0.00 6-A 1,133,906.15 144,817.11 0.00 132,106,182.89 B1-I 13,860.46 1,546.71 0.00 3,583,453.29 B1-II 327,939.63 28,507.66 0.00 40,347,492.34 B1-I-X 10,057.53 0.00 0.00 0.00 B2-I 7,245.99 631.62 0.00 1,463,368.37 B2-II 95,183.39 8,274.26 0.00 11,710,725.75 B2-I-X 2,521.35 0.00 0.00 0.00 B3 79,884.49 6,783.31 0.00 10,022,216.70 B4 33,526.15 2,846.83 0.00 4,206,153.16 B5 39,109.86 3,320.97 0.00 4,906,679.03 B6 33,678.46 2,859.77 0.00 4,225,260.23 P-I 0.00 0.00 0.00 0.00 P-II 12,557.12 0.00 0.00 0.00 P-III 9,437.37 0.00 0.00 0.00 R1 0.00 0.00 0.00 0.00 R2 0.00 0.00 0.00 0.00 R3 0.00 0.00 0.00 0.00 R4 0.00 0.00 0.00 0.00 R 0.34 100.00 0.00 0.00