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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, 2003
Commission file number 333-107959
RESIDENTIAL ACCREDIT LOANS, INC.
State of Incorporation: Delaware
I.R.S. Employer Identification Number: 51-0368240
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 checkmark whether the Registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2). Yes ____ No X
RESIDENTIAL ACCREDIT LOANS, INC.
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
Item 9A. Controls and Procedures 3
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. Principal Accountant Fees and Services 3
PART IV
Item 15. 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 - Item 5(a)
Exhibit 99.4 - Consent of PricewaterhouseCoopers
Exhibit 99.5 - Consent of KPMG LLP, independent auditors of Ambac
Assurance Corporation and subsidiaries
1
PART I
Item 1. Business
Information not provided pursuant to No Action Request.
Item 2. Properties
Pursuant to the No Action Request, Residential Funding Corporation's
(the "Master Servicer") Annual Statement as to Compliance, dated as of
March 30, 2004 is filed as Exhibit 99.1 under Item 16 (a) hereof.
Item 3. Legal Proceedings
The trustee for RALI Series 2000-QS13 has been named as a defendant in
the following purported class action lawsuit:
Donald and Hilda Hall et al v. Homecomings Financial Network et
al, in Orange County Superior Court, California.
The case was initially filed on July 7, 2003. The case alleges
that the servicer failed to reconvey title of the collateral to
borrowers within a timely manner after payoff of the borrowers'
loans. It attempts to hold both the servicer and the Indenture
Trustee, as the beneficiary under the deed of trust, liable for
any applicable statutory penalties, seeking monetary damages
only. The parties have conditionally agreed upon a settlement of
the case. RFC has indemnified the Indenture Trustee for all costs
and expenses associated with the litigation, and will pay any
settlement, fees and administrative costs related thereto. All
loans in question have already been paid-in-full and have no
continuing relationship to the trusts in which they previously
resided.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the 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. At December 31, 2003, the number of holders or
record of each outstanding series of Certificates is listed in
Exhibit 99.3 under Item 15 (a) hereof.
(b) Not applicable.
(c) Not applicable.
Item 6. Selected Financial Data
Information not provided pursuant to No Action Request.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
Information not provided pursuant to No Action Request.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not Applicable.
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 February
20, 2004 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.
Item 9A. Controls and Procedures.
Not applicable.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information not provided pursuant to No Action Request.
Item 11. Executive Compensation
Information not provided pursuant to No Action Request.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Information required by Item 201(d) of Regulation S-K is not applicable.
Remaining information not provided pursuant to No Action Request.
Item 13. Certain Relationships and Related Transactions
Information not provided pursuant to No Action Request.
Item 14. Principal Accountant Fees and Services.
Not applicable.
3
PART IV
Item 15. 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
Item 5(a) 99.3
Consent of PricewaterhouseCoopers 99.4
Consent of KPMG LLP, independent auditors of Ambac 99.5
Assurance Corporation and subsidiaries
Audited financial statements for the year ended December 31, 2003 for
Municipal Bond Investors Assurance Corporation. *
Audited financial statements for the year ended December 31, 2003 for
Ambac Assurance Corporation**
(b) Information not provided pursuant to No Action Request.
(c) Information not provided pursuant to No Action Request.
(d) Information not provided pursuant to No Action Request.
__________________________
* Incorporated by reference to the audited financial statements of Municipal
Bond Investors Assurance Corporation, Inc. filed with the Securities and
Exchange Commission on or about March 12, 2004 as part of its Annual Report
on Form 10-K (Commission File #1-9583) for the twelve-month period ended
December 31, 2003.
** Incorporated by reference to the consolidated financial statements of Ambac
Assurance Corporation and subsidiaries as of December 31, 2003 and 2002,
and for each of the years in the three-year period ended December 31, 2003,
which report appears in the Annual Report on Form 10-K of Ambac Financial
Group, Inc., which was filed with the Securities and Exchange Commission on
March 15, 2004 (Securities and Exchange Commission File No. 1-10777). The
report of KPMG LLP refers to changes, in 2003, in Ambac Assurance
Corporation's methods of accounting for variable interest entities and
stock-based compensation.
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 30th day of
March, 2004.
RESIDENTIAL ACCREDIT LOANS, INC.
By: RESIDENTIAL FUNDING CORPORATION, as Master Servicer
By: /s/ Barbara Wendt
Name: Barbara Wendt
Title: Managing Director, Master Servicing
5
CERTIFICATION
I, Barbara Wendt, 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
Accredit Loans, Inc.;
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 30, 2004
/s/ Barbara Wendt
Barbara Wendt
Managing Director, Master Servicing
6
Annex I
Subservicers:
1st 2Nd Mortgage Co. Of Nj, Inc.
ABN AMRO Mortgage Group, Inc.
Accredited Home Lenders, Inc. (Se)
Alliance Mortgage Company
American Airlines Federal Credit Union
Amsouth Bank
Bancoklahoma Mtg Corp
Bank Of America, N.a.
Bank Of Hawaii
Bank One, N. A.
Bank-fund Staff Federal Credit Union
Bb&t Of Virginia
Boston Federal Savings Bank
Bsi Financial Services, Inc.
Carolina First Bank
Cendant Mortgage Corporation
Cenlar Federal Savings Bank
Central Carolina Bank & Trust
Central Pacific Bank
Centura Bank
Century Bank
Charter One Mortgage Corporation
Chase Manhattan Mortgage Corp.
Chevy Chase Sb, Fsb
Citimortgage, Inc.
City Bank
Colonial Savings, F.a.
Columbia Equities, Ltd.
Columbia National, Inc.
Countrywide Home Loans, Inc.
Crescent Bank & Trust Company
Crescent Mortgage Services, Inc.
Cuna Mutual Mortgage Corporation
Dollar Bank, Fsb
Downey Savings & Loan Assoc., F.a.
E.m.c. Corporation
Emigrant Mortgage Company
Fairbanks Capital Corp
Fifth Third Bank
First Financial Bank
First Hawaiian Bank
First Horizon Home Loan Corp
First Indiana Bank
First Interstate Bank
First Nationwide Mortgage Corp.
First Republic Bank
First West Mortgage Bankers Ltd.
First-citizens Bank And Trust Company Of Sc
Firstmerit Corporation
Franklin National Bank
Fremont Bank
Gateway Business Bank
Ge Mortgage Services, Llc
Gmac Mortgage Corp
Golden First Mortgage Corp.
Graystone Mortgage Corporation
Greenpoint Mortgage Funding, Inc.
Guaranty Residential Lending, Inc.
Guardian Mortgage Company Inc.
Hawaii Homeloans, Inc.
Home Financing Center, Inc.
Homecomings Financial
Homeside Lending, Inc.
Homestreet Bank
Hsbc Mortgage Corporation (Usa)
Irwin Mortgage Corporation
Liberty Savings Bank Fsb
Litton Loan Servicing Llp
M & T Mortgage Corporation
Master Financial Inc.
Matrix Financial Services Corporation
Mid America Bank Fsb
Mid-state Bank & Trust
Mitchell Mortgage Company, L.l.c.
Mortgage Access Corp.
Mortgage Lenders Network Usa Inc. (Se)
Mountain States Mortgage Center, Inc.
National City Mortgage Company
New Mexico Mortgage Finance Authority
New South Federal Savings Bank
North American Mortgage Company
Ocwen Financial Corporation
Pacific Capital Bank, Na
Primewest Mortgage Corporation
Provident Funding Associates, L.p.
Provident Savings Bank F.s.b
Republic Bank
Sky Financial Group, Inc.
Stanford Federal Credit Union
Suntrust Mortgage, Inc.
Synovus Mortgage Corporation
Taylor, Bean & Whitaker Mortgage Corp.
Test Company x
The Huntington National Bank
The Northern Trust Company
Third Federal Savings & Loan Assoc. Of Cleveland
Tib The Independent Bankersbank
Trustcorp Mortgage Company
U.S. Bank N.a.
Ulster Savings Bank
Union Bank Of California, N.a.
Wachovia Mortgage Corporation
Wall Street Mortgage Bankers
Washington Mutual Bank, Fa
Wells Fargo Home Mortgage, Inc
Westamerica Bank
Wilshire Credit Corporation
Trustees:
JP Morgan Chase Bank, as successor in interest to Bank One, National Association
Deutsche Bank Trust Company Americas