Item 1. Business.
Omitted.
Item 2.
Item 2. Properties.
See Item 14(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.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the trusts created under the Trust Agreement (the Trusts), the Trustee, the Servicer or the registrant with respect to the Trusts other than routine litigation incidental to the duties of the respective parties.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
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, 2002, the number of holders of record for each class of Certificate were as follows:
Class A-1 1 Class A-2 10 Class B-1 1 Class M-1 1 Class M-2 1 Class R 1
Total: 15
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
See Item 14(a), Exhibits 99.1, 99.2, 99.3, for information provided in lieu of information required by Item 302 of Regulation S-K.
Subsequent to the filing by the Master Servicer of the Form 8-K relating to the payment date on May 25, 2002 a revision was made to the payment date statement that was included in the original 8-K. This revision was not previously disclosed in a 1934 Act filing. The Master Servicer has represented to the filing person that an amended Form 8-K will be filed by the Master Servicer. The Master Servicer has stated that the revised data has been and will continue to be available online at www.ctslink.com.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Not applicable.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Controls and Procedures.
Not applicable.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Exhibits
(99.1) Annual Independent Accountants' Servicing Reports concerning servicing activities for the year ended December 31, 2002.
(99.2) Report of Management as to Compliance with Minimum Servicing Standards for the year ended December 31, 2002.
(99.3) Annual Statements of Compliance under the Sale and Servicing Agreements for the year ended December 31, 2002.
(99.4) Aggregate Statement of Principal and Interest Distributions to Certificate Holders.
(b) On November 07, 2002, December 09, 2002, and January 07, 2003 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.
Such document (i) is not filed herewith since such document was not received by the reporting person at least three business days prior to the due date covered by this report, and (ii) will be included in an amendment to this report on Form 10-K/A to be filed within 30 days of the Reporting Person's receipt of such document.
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-Backed Notes Series 2002-9 Trust (Registrant)
Signed: Structured Asset Securities Corporation as Depositor
By: Stanley Labanowski as Senior Vice President
By: /s/ Stanley Labanowski
Dated: March 25, 2003
Sarbanes-Oxley Certification
I, Stanley Labanowski, 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-Backed Notes Series 2002-9 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. 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: ABN Amro Mortgage Group, as Servicer, Alliance Mtg Co, as Servicer, Ameriquest Mortgage, as Servicer, Aurora Loan Srvcs Inc, as Servicer, Charter One Mortgage Corp., as Servicer, Chase Manhattan Mtg Corp, as Servicer, CitiMortgage Inc. (MO), as Servicer, Countrywide Funding, as Servicer, Countrywide Home Loans Inc., as Servicer, Dovenmuehle Mtg Co, as Servicer, EMC Mortgage Corp, as Servicer, GMAC Mortgage Corp, as Servicer, Greenpoint Mortgage Funding, Inc., as Servicer, Homeside Lending Inc (TX), as Servicer, HSBC Bank, USA, as Servicer, M & T Mortgage Corp, as Servicer, Matrix Financial Services Corp., as Servicer, Mission Hills Mortgage Corp., as Servicer, North American Mortgage, as Servicer, Origen Financial, as Servicer, Residential Funding Corp, as Servicer, Saxon Mortgage Services, as Servicer, Washington Mutual Bank, F.A., as Servicer, Wells Fargo Home Mortgage, Inc, as Servicer, Wells Fargo Bank Minnesota, National Association, as Master Servicer, and JPMoragan Chase Bank as Indenture Trustee and Administrator.
Date: 3/27/03 Structured Asset Securities Corporation, as Depositor
/s/ Stanley Labanowski Signature
Stanley Labanowski Senior Vice President Title
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.
Ex-99.1 (a)
Ernst & Young (logo)
Ernst & Young LLP Sears Tower 233 South Wacker Drive Chicago, Illinois 60606-6301 Phone: (312) 879-2000 www.ey.com
Report on Management's Assertion on Compliance with Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors ABN AMRO North America, Inc.
We have examined management's assertion, included in the accompanying report titled Report of Management, that except for noncompliance with the minimum servicing standard for escrow funds, ABN AMRO Mortgage Group, Inc. (AAMG, a wholly owned subsidiary of ABN AMRO North America, Inc.) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended December 31, 2002. Management is responsible for AAMG's compliance with those requirements. Our responsibility is to express an opinion on management's assertions about AAMG'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 AAMG's compliance with those requirements 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 AAMG's compliance with specified requirements.
In our opinion, management's assertion, that except for noncompliance with the minimum servicing standard for escrow funds, AAMG complied with the aforementioned requirements during the year ended December 31, 2002, is fairly stated, in all material respects.
This report is intended solely for the information and use of the board of directors, management, and AAMG's private investors and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Ernst & Young LLP
January 20, 2003
A Member Practice of Ernst & Young Global
Ex-99.1 (d)
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 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, the Aurora Loan Services Inc. (the Company) complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers (USAP) during the year ended November 30, 2002. Management is responsible for the Company's compliance with those requirements. 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 those requirements 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 specified requirements.
In our opinion, management's assertion, that Aurora Loan Services Inc. complied with the aforementioned requirements during the year ended November 30, 2002, is fairly stated, in all material respects.
This report is intended solely for the information and use of the board of directors, management, and the Federal Home Loan Mortgage Corporation, Federal National Mortgage Association, Government National Mortgage Association, and the Company's private investors and is not intended to be and should not be used by anyone other than these specified parties.
/s/ Ernst & Young LLP
March 14, 2003
A Member Practice of Ernst & Young Global
Ex-99.1 (k)
Deloitte & Touche (logo)
Deloitte & Touche 750 College Road East 3rd Floor Princeton, New Jersey 08540
Tel: (609) 514-3600 Fax: (609) 514-3603 www.deloitte.com
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholder EMC Mortgage Corporation
We have examined the accompanying management assertion that EMC Mortgage Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns Companies Inc.) complied with the minimum servicing standards identified in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers as of and for the year ended November 30, 2002. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's compliance based on our examination.
Our examination was conducted 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 November 30, 2002 is fairly stated, in all material respects.
/s/ Deloitte & Touche LLP
January 15, 2003
Deloitte Touche Tohmatsu (logo)
Ex-99.1 (x)
KPMG (logo)
2500 Ruan Center 666 Grand Avenue Des Moines, IA 50309
INDEPENDENT ACCOUNTANTS' REPORT
The Board of Directors Wells Fargo Home Mortgage:
We have examined management's assertion dated February 25, 2003 that Wells Fargo Home Mortgage complied 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 the year ended December 31, 2002. Management is responsible for Wells Fargo Home Mortgage's compliance with those minimum standards. Our responsibility is to express an opinion on management's assertion about Wells Fargo Home Mortgage's compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included examining, on a test basis, evidence about Wells Fargo Home Mortgage's compliance with the minimum servicing standards specified above 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 Wells Fargo Home Mortgage's compliance with the minimum servicing standards.
In our opinion, management's assertion that Wells Fargo Home Mortgage complied with the aforementioned minimum servicing standard as of and for the year ended December 31, 2002, is fairly stated, in all material respects.
/s/ KPMG LLP
February 25, 2003
KPMG LLP. KPMG LLP, a U.S. limited liability partnership, is a member of KPMG International, a Swiss association.
Ex-99.2 (a)
ABN AMRO (logo)
ABN AMRO Mortgage Group, Inc. 4242 North Harlem Avenue Norridge, Illinois 60706-1283
www.mortgage.com
Management's Assertion on Compliance with the Minimum Servicing Standards Set Forth in the Uniform Single Attestation Program for Mortgage Bankers
Report of Management
We, as members of management of ABN AMRO Mortgage Group, Inc. (AAMG, a wholly owned subsidiary of ABN AMRO North America, Inc.) are responsible for complying with the 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 standards. We have preformed an evaluation of AAMG's compliance with the minimum servicing standards as set forth in the USAP as of December 31, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended December 31, 2002, AAMG complied, in all material respects, with the minimum servicing standards set forth in the USAP except as described below.
Escrow funds were not returned to mortgagors within 30 calendar days of payoff for 2 out of the 25 loans tested.
As of and for this same period, ABN AMRO North America, Inc. had in effect a fidelity bond in the amount of $500,000,000 and an error and omissions policy in the amount of $25,000,000.
/s/ Stanley Rhodes Stanley Rhodes President
/s/ Richard Geary Richard Geary Group Senior Vice President
January 20, 2003
Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A., LaSalle Home Mortgage, Standard Federal Bank N.A.
Ex-99.2 (d)
AURORA LOAN SERVICES INC (logo)
Corporate Headquarters / 2530 S. Parker Rd., Suite 601 / Aurora, CO 80014 / phone: 303-632-3000 800-880-0128 / fax: 303-632-3001
Management's Assertion on Compliance with 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 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 standards. We have performed an evaluation of the Company's compliance with the minimum servicing standards as set forth in the USAP as of November 30, 2002 and for the year then ended. Based on this evaluation, we assert that during the year ended November 30, 2002, the Company complied, in all material respects, with the minimum servicing standards set forth in the USAP.
As of and for this same period, the Company had in effect a fidelity bond and errors and omissions policy in the amount of $30,000,000.
/s/ Ralph A. Lenzi III Ralph A. Lenzi III Chief Executive Officer
/s/ Rick W. Skogg Rick W. Skogg President
/s/ Roy W. Browning III Roy W. Browning III Chief Financial Officer
/s/ Alexandra M. Delargy Alexandra M. Delargy Senior Vice President and Controller
March 14, 2003
Ex-99.2 (k)
EMC Mortgage Corporation (logo)
January 15, 2003
As of and for the year ended November 30, 2002, EMC Mortgage Corporation (the "Company") (a wholly owned subsidiary of The Bear Stearns Companies, Inc.), 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 November 30, 2002 and for the year then ended, the company had in effect a fidelity bond in the amount of $200,000,000, and errors and omissions liability coverage in the amount of $10,000,000 on any individual mortgage impairment claim.
/s/ Ralene Ruyle Ralene Ruyle, President
/s/ Beverly A. Sibblies Beverly A. Sibblies, Executive Vice President
/s/ Scott D. Samlin Scott D. Samlin, Senior Vice President
Two MacArthur Ridge, 909 Hidden Ridge Drive, Suite 200, Irving Texas 75038 Mailing Address: P.O. Box 141358 Irving, Texas 75014-1358
Member Mortgage Bankers Association of America (logo)
Ex-99.2 (x)
Wells Fargo Home Mortgage (logo)
1 Home Campus Des Moines, IA 50328-0001
Management Assertion
As of and for the year ended December 31, 2002, Wells Fargo Home Mortgage Inc. 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, Wells Fargo Home Mortgage Inc. had in effect a fidelity bond along with an errors and omissions policy in the amounts of $100 million and $20 million, respectively.
/s/ Pete Wissinger February 25, 2003 Pete Wissinger Chief Executive Officer
/s/ Michael J. Heid February 25, 2003 Michael J. Heid Executive Vice President
/s/ Robert Caruso February 25, 2003 Robert Caruso Senior Vice President Loan Servicing
Ex-99.3 (a)(i)
ABN AMRO (logo)
ABN AMRO Mortgage Group, Inc. 4242 North Harlem Avenue Norridge, Illnois 60706-1283
www.mortgage.com
CERTIFICATE OF COMPLIANCE
The undersigned, an officer of ABN AMRO Mortgage Group, Inc., (the "participant"), hereby certifies as follows:
1. I have made, or caused to be made under my supervision, a review of the activities of ABN AMRO Mortgage Group, Inc. during the preceding calendar year ending December 31, 2002, with respect to performance under the
and
2. To the best of my knowledge, based on such review, there is as of this date, no default by ABN AMRO in the fulfillment of any of it's obligations under this issue.
In witness whereof the undersigned has this Certificate of Compliance this 1st day of March, 2003.
ABN AMRO Mortgage Group, Inc.
By: /s/ Mary P. Sperlik Mary P. Sperlik First Vice President
Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A., LaSalle Home Mortgage, Standard Federal Bank N.A.
Ex-99.3 (a)(ii)
ABN-AMRO (logo)
ABN AMRO Mortgage Group, Inc. 4242 North Harlem Avenue Norridge, Illinois 60706-1283
www.mortgage.com
ANNUAL SERVICING CERTIFICATION
To Whom It May Concern:
Pursuant to the Servicing Agreement(s) between us, we certify with respect to each mortgage loan serviced for you, that as of December 31, 2002 except otherwise noted below:
1. All (a) taxes, assessments and other governmental charges levied against the mortgaged premises, (b) ground rents payable with respect to the mortgaged premises, if any, and (c) premiums on applicable FHA or private mortgage insurance, if any, which would be delinquent if not paid, have been paid.
2. Hazard Insurance coverage on the improvements on the mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement is in effect.
EXCEPTIONS None
Sincerely, ABN AMRO Mortgage Group, Inc.
/s/ Mary P. Sperlik Mary P. Sperlik First Vice President Investor Accounting
Affiliate Banks and Other Lending Offices: ABN AMRO Mortgage, LaSalle Bank N.A., LaSalle Home Mortgage, Standard Federal Bank N.A.
Ex-99.3 (x)
Wells Fargo Home Mortgage (logo)
One Home Campus Des Moines, IA 50328-0001
March 31, 2003
Re: 2002 Annual Certification
We hereby certify to the best of our knowledge and belief that for the calendar year of 2002:
1. All real estate taxes, bonds assessments and other lienable items have been paid.
2. All FHA mortgage insurance, private mortgage insurance premiums, and flood insurance have been paid (if applicable).
3. Hazard insurance policies held by us meet the requirements as specified in the servicing agreement, or those of a normal prudent lender if not specified, and those premiums due have been paid.
4. We have made all property inspections as required.
5. Fidelity bond and Errors and Omissions insurance coverage currently exits.
6. That the Officer signing this certificate has reviewed the activities and performance of the Servicer during the preceding fiscal year under the terms of the Servicing Agreement, Trust Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide or similar agreements and to the best of this officer's knowledge, the Servicer has fulfilled all of its duties, responsibilities or obligations of such agreement throughout the year, or if there has been a default or failure of the servicer to perform any such duties, responsibilities or obligations, a description of each default or failure and the nature and status has been reported.
Sincerely,
/s/ John B. Brown John B. Brown Vice President Wells Fargo Home Mortgage Inc.
Ex-99.4 Schedule of Year-To-Date Principal and Interest Distributions to Certificateholders