10-K 1 rasc10k.txt RESIDENTIAL ASSET SECURITIZATION CORPORATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Fiscal year ended December 31, 2002 Commission file number 333-100848 RESIDENTIAL ASSET SECURITIES CORPORATION State of Incorporation: Delaware I.R.S. Employer Identification Number: 51-0362653 8400 Normandale Lake Blvd., Suite 250 Minneapolis, Minnesota 55437 Telephone (952) 857-7000 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 periods 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 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 an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ____ No __X__ RESIDENTIAL ASSET SECURITIES CORPORATION TABLE OF CONTENTS PART 1 PAGE # Item 1. Business 2 Item 2. Properties 2 Item 3. Legal Proceedings 2 Item 4. Submission of Matters to a Vote of Security Holders 2 PART II Item 5. Market for the Registrant's Common Equity and Related 2 Stockholder Matters Item 6. Selected Financial Data 2 Item 7. Management's Discussion and Analysis of Financial 2 Condition and Results of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk 2 Item 8. Financial Statements and Supplementary Financial Data 3 Item 9. Changes in and Disagreements with Accountants on 3 Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Registrant 3 Item 11. Executive Compensation 3 Item 12. Security Ownership of Certain Beneficial Owners and 3 Management Item 13. Certain Relationships and Related Transactions 3 Item 14. Controls and Procedures 3 Item 15. Principal Accountant Fees and Services 3 PART IV Item 16. Exhibits, Financial Statement Schedules and Reports 4 SIGNATURES 5 CERTIFICATION 6 EXHIBITS Exhibit 99.1 - Annual Statement as to Compliance Exhibit 99.2 - Residential Funding Corporation Independent Auditor's Report on the Uniform Single Audit Program for Mortgage Bankers Exhibit 99.3 - Part II, Item 5(b) Exhibit 99.4 - Part III, Item 12(a) Exhibit 99.5 - Audited financial statements for the year ended December 31, 2002 for Financial Guaranty Insurance Corporation. -1- PART I Item 1. Business Information not provided pursuant to Exemptive Order. Item 2. Properties Pursuant to the Exemptive Order, Residential Funding Corporation's (the "Master Servicer") Annual Statement as to Compliance, dated as of March 31, 2003 is filed as Exhibit 99.1 under Item 16 (a) hereof. Item 3. Legal Proceedings There are no material pending legal proceedings related to any series of Certificates that involve the Trustee, Custodian, the Master Servicer or the Registrant with respect to any such series. Item 4. Submission of Matters to a Vote of Security Holders There were no matters submitted to a vote of Security Holders. PART II Item 5. Market for the Registrant's Common Equity and Related Matters. (a) There is no established public trading market for the Certificates. (b) At December 31, 2002, the number of holders or record of each outstanding series of Certificates is listed in Exhibit 99.3 under Item 16 (a) hereof. (c) Not applicable. Item 6. Selected Financial Data Information not provided pursuant to Exemptive Order. Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. Information not provided pursuant to Exemptive Order. Item 7A. Quantitative and Qualitative Disclosures About Market Risk. Information not provided pursuant to Exemptive Order. -2- Item 8. Financial Statements and Supplementary Financial Data See the Master Servicer's Annual Statement of Compliance that is filed as Exhibit 99.1 under Item 16 (a) hereof; see also report dated March 7, 2003 prepared by the Master Servicer's independent accountant, concerning the Master Servicer's servicing activities that is filed as Exhibit 99.2 under Item 16 (a) hereof. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. PART III Item 10. Directors and Executive Officers of the Registrant Information not provided pursuant to Exemptive Order. Item 11. Executive Compensation Information not provided pursuant to Exemptive Order. Item 12. Security Ownership of Certain Beneficial Owners and Management (a) Each holder of record of more than five percent (5%) of the fractional undivided interest in a Mortgage Pool evidenced by a series of Certificates, outstanding at December 31, 2002 is listed in Exhibit 99.4 under Item 16 (a) hereof. (b) Not applicable. (c) Not applicable. Item 13. Certain Relationships and Related Transactions Information not provided pursuant to Exemptive Order. Item 14. Controls and Procedures Information not required pursuant to Rule 307(c) of Regulation S-K. Item 15. Principal Accountant Fees and Services. Not applicable. -3- PART IV Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a) Exhibit # Officer's Annual Compliance Statements 99.1 Residential Funding Corporation Residential Funding Corporation Independent Auditor's 99.2 Report on the Uniform Single Audit Program for Mortgage Bankers Part II, Item 5(b) 99.3 Part III, Item 12(a) 99.4 Audited financial statements for the year ended 99.5 December 31, 2002 for Financial Guaranty Insurance Corporation. Audited financial statements for the year ended December 31, 2002 for Ambac Financial Group, Inc.* Audited financial statements for the year ended December 31, 2002 for Financial Security Assurance Inc.** Audited financial statements for the year ended December 31, 2002 for Financial Guaranty Insurance Corporation.*** (b) See Item 2. (c) Not Applicable (d) Not Applicable. No annual report or proxy material has been sent to security holders. ______________________ * Incorporated by reference to the audited financial statements of Ambac Financial Group, Inc. filed with the Securities and Exchange Commission on or about March 28, 2003 as part of its Annual Report on Form 10-K (Commission File #1-10777) for the twelve-month period ended December 31, 2002. ** Incorporated by reference to the audited financial statements of FSA Capital Inc. filed with the Securities and Exchange Commission on or about March 28, 2003 as part of the Annual Report on Form 10-K of Financial Security Assurance Holdings Ltd. (Commission File #1-12644) to the twelve-month period ended December 31, 2002. *** Attached hereto as Exhibit 99.5. 1 ______________ 1 - To be provided upon receipt. -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, thereto duly authorized, on this 31st day of March, 2003. RESIDENTIAL ASSET SECURITIES CORPORATION By: RESIDENTIAL FUNDING CORPORATION, as Master Servicer By: /s/ Robert Appel Name: Robert Appel Title: Managing Director, Master Servicing -5- CERTIFICATION I, Robert Appel, 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 Residential Asset Securities Corporation; 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 servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review required under that agreement, and except as disclosed in the reports, the 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 unaffiliated parties listed herein in Annex I attached hereto. Date: March 31, 2003 /s/ Robert Appel Robert Appel Managing Director, Master Servicing Annex I Subservicers: 1st 2nd Mortgage Company of NJ, Inc. ABN AMRO Mortgage Group, Inc. Accredited Home Lenders, Inc. Alliance Mortgage Company American Airlines Federal Credit Union American Savings Bank, FSB Bank of America, N.A. Bank of Hawaii Bank of Oklahoma, N.A. Bank One, N.A. Bank-Fund Staff Federal Credit Union Bath Savings Institution Bay State Federal Savings Bank Boston Federal Savings Bank Branch Banking & Trust Company BSI Financial Services, Inc. Carolina First Bank Cendant Mortgage Corporation Cenlar Federal Savings Bank Central Carolina Bank & Trust Central Pacific Bank Century Bank Charter One Mortgage Corporation Chase Manhattan Mortgage Corporation Chevy Chase Bank, FSB CitiMortgage, Inc. City Bank Colonial Savings, F.A. Columbia Equities, Ltd. Columbia National, Inc. Countrywide Home Loans, Inc. Crescent Bank & Trust Company Cuna Mutual Mortgage Corporation Dollar Bank, FSB Downey Savings & Loan Association, F.A. E.M.C. Corporation Emigrant Mortgage Company Fairbanks Capital Corporation Fifth Third Bank First Bank First Federal Bank of California First Hawaiian Bank First Horizon Home Loan Corporation First Indiana Bank First Interstate Bank First Mortgage Corporation First National Community Bank First Nationwide Mortgage Corporation First Republic Bank First West Mortgage Bankers, Ltd. First-Citizens Bank And Trust Company of SC FirstMerit Corporation Franklin National Bank Fremont Bank G E Capital Mortgage Services, Inc. Gardiner Savings Institution Gateway Business Bank GMAC Mortgage Corporation GN Mortgage Corporation Golden First Mortgage Corporation Graystone Mortgage Corporation Greenpoint Mortgage Funding, Inc. Guaranty Residential Lending, Inc. Guardian Mortgage Company, Inc. Hawaii HomeLoans, Inc. Home Financing Center, Inc. HomeComings Financial Network HomeSide Lending, Inc. HomeStreet Bank HSBC Mortgage Corporation (Usa) Hudson United Bank Huntington Mortgage Company (The) International Bank of Commerce Irwin Mortgage Corporation Liberty Lending Services, Inc. Lighthouse Community Bank Litton Loan Servicing L.P. M & T Mortgage Corporation Master Financial, Inc. Matrix Financial Services Corporation Metropolitan Bank And Trust Company Midamerica Bank, FSB Mid-State Bank & Trust Mitchell Mortgage Company, L.L.C. Mortgage Lenders Network USA, Inc. Mountain States Mortgage Center, Inc. National City Mortgage Company New Mexico Mortgage Finance Authority Northern Trust Company (The) Ocwen Financial Corporation Partners Federal Credit Union Plymouth Savings Bank Primewest Mortgage Corporation Provident Credit Union Provident Funding Associates, L.P. Provident Savings Bank, FSB Quaker City Bank RBC Centura Bank Republic Bank Santa Barbara Bank & Trust Saxon Mortgage Services, Inc. Sky Financial Group, Inc. Stanford Federal Credit Union Suntrust Mortgage, Inc. Synovus Mortgage Corporation Taylor, Bean & Whitaker Mortgage Corporation TIB, The Independent Bankers Bank Trustcorp Mortgage Company U.S. Alliance Federal Credit Union U.S. Bank, N.A. Ulster Savings Bank Union Bank of California, N.A. Valley National Bank Wachovia Mortgage Corp. Wall Street Mortgage Bankers Washington Mutual Bank, F.A. Weichert Financial Services Wells Fargo Home Mortgage, Inc. Westamerica Bank Wilshire Credit Corporation Trustees: Bank One, National Association Deutsche Bank Trust Company Americas