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: 333-86750-05
Asset Backed Securities Corporation Home Equity Loan Trust
Asset Backed Pass-Through Certificates
Series 2003-HE3
(Exact name of registrant as specified in its charter)
New York 13-3354848
(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 A1 3
Class A2 15
Class A-IO 7
Class A-INV-IO 3
Class B-IO 1
Class M1 5
Class M2 6
Class M3 4
Class M4 4
Class M5 5
Class P 1
Class R 1
Class RI 1
Class RII 1
Class RIII 1
Class RIV 1
Class RV 1
Class RVI 1
Class X 1
Total: 62
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.
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a) Ocwen Federal Bank FSB, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards for the year ended December 31, 2003.
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a) Ocwen Federal Bank FSB, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements for the year ended December 31, 2003.
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a) Ocwen Federal Bank FSB, as Servicer <F1>
<F1> 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:
Asset Backed Securities Corporation Home Equity Loan Trust
Asset Backed Pass-Through Certificates
Series 2003-HE3
(Registrant)
Signed: Asset Backed Securities Corporation as Depositor
By: Greg Richter, Vice President
By: /s/ Greg Richter, Vice President
Dated: March 29, 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, Greg Richter, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports
on Form 8-K containing distribution and servicing reports filed in
respect of periods included in the year covered by this annual report,
of Asset Backed Securities Corporation Home Equity Loan Trust
Series 2003-HE3 (the "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 information required to be
prepared by the Trustee based upon the servicing information required
to be provided by the Servicer under the Pooling and Servicing
Agreement is included in these reports;
4. Based on my knowledge and upon the annual compliance statements
included in the report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing Agreement and
based upon the review required under the Pooling and Servicing
Agreement, and except as disclosed in the report, the Servicer has
fulfilled its obligations under the Pooling and Servicing Agreement;
and
5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based, in
each case, 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 standard
as set forth in the Pooling and Servicing Agreement, that is included
in these reports.
In giving the certifications above, I have reasonably relied on the
information provided to me by the following unaffiliated parties: Ocwen
Federal Bank FSB, as Servicer and Wells Fargo Bank N.A. as Trustee.
Date: March 29, 2004
/s/ Greg Richter
Signature
Vice President
Title
Ex-99.1
PRICEWATERHOUSECOOPERS (logo)
PricewaterhouseCoopers LLP 222
Lakeview Avenue
Suite 360
West Palm Beach, FL 33401
Telephone (561) 832-0038
Facsimile (561) 805-8181
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT
To the Board of Directors of
Ocwen Federal Bank FSB
We have examined management's assertion, included in the accompanying Management
Assertion on Compliance with USAP, that, except for the noncompliance related to
reconciliations described in the third paragraph and the noncompliance related
to interest on escrows described in the fifth paragraph, Ocwen Federal Bank FSB
(the "Bank") complied with the minimum servicing standards identified in the
Mortgage Bankers Association of America's ("MBA's") Uniform Single Attestation
Program for Mortgage Bankers ("USAP") as of and for the year ended December 31,
2003. Management is responsible for the Bank's compliance with those minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Bank'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 Bank's compliance with the
minimum servicing standards and performing such other procedures as we consider
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 Bank's compliance with the minimum servicing standards.
Our examination disclosed noncompliance with minimum servicing standards related
to account reconciliations and interest on escrows applicable to the Bank during
the year ended December 31, 2003. Such noncompliance is described in the
accompanying Management Assertion on Compliance with USAP.
In our opinion, management's assertion that the Bank complied with the
aforementioned minimum servicing standards, except for noncompliance as
described in the accompanying Management Assertion on Compliance with USAP, as
of and for the year ended December 31, 2003 is fairly stated, in all material
respects.
/s/ PriceWaterhouseCooper
March 12, 2004
Ex-99.2
(logo)
OCWEN
MANAGEMENT ASSERTION ON COMPLIANCE WITH USAP
March 12, 2004
As of and for the year ended December 31,2003, except as specifically noted
below, Ocwen Federal Bank FSB (the "Bank") has complied in al1 material respects
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's ("MBA's") Uniform Single Attestation Program for
Mortgage Bankers ("USAP").
Standard: Reconciliations shall be prepared on a monthly basis for all
custodial bank accounts and related bank clearing accounts. These
reconciliations shall be mathematically accurate, be prepared within
forty five (45) calendar days of the cutoff date; be reviewed and
approved by someone other than the person who prepared the
recol1ciliation; and document explanations for reconciling items.
These reconciling items shall be resolved within ninety (90) calendar
days of their original identification.
Certain reconciling items which arose during the year ended December 31,
2003 were not specifically identified and/or were not cleared within 90
days of their original identification. Management has developed and
implemented an action plan and continues to resolve outstanding
reconciling items. All significant reconciling items have been isolated
and reviewed by the Company, and the Company believes these items will
not have a material impact on the status of any custodial accounts.
Standard: Interest on escrow accounts shall be paid, or credited, to
mortgagors in accordance with the applicable state laws.
Interest on escrow accounts in certain states was not paid, or credited,
to mortgagors in accordance with the applicable state laws during the
year ended December 31, 2003. The Bank has corrected the affected
accounts by paying or crediting the appropriate interest on escrow.
The Bank is currently implementing an enhancement to its REALServicingTM
servicing system to ensure that, for loans collateralized by properties
located in states that require the payment of interest on escrow
accounts, the payment or crediting of such interest is in accordance
with applicable state laws.
As of and for this same period, the Bank had in effect a fidelity bond in the
amount of $15,000,000 and an enors and omissions policy in the amount of
$5,000,000.
/s/ Ronald M. Faris
Ronald M. Faris
President
/s/ Scott W. Anderson
Scott W. Ariaerson
Senior Vice President of Residential Assets
/s/ Brain J. LaForest
Brain J LaForest
Director of Investor Reporting
Ex-99.3
(logo) OCWEN
Ocwen Federal Bank FSB
Compliance Certification Year Ended December 31, 2003
Asset Backed Securities Corp HE Trust 2003-HE3
The undersigned Officer of Ocwen Federal Bank FSB (the "Servicer") confirms that
(i) a review of the activities of the Servicer during the calendar year ending
on December 31, 2003 and of the performance of the Servicer under the Pooling
and Servicing Agreement for Asset Backed Securities Corporation Home Equity Loan
Trust 2003-HE3, Asset Backed Pass-Through Certificates, Series 2003-HE3 dated as
of June 1,2003 (the "Servicing Agreement") has been made under his supervision.
Except as noted on the Management Assertion on Compliance with USAP, to the best
of the undersigned Officer's knowledge, based on such review, the Servicer has
fulfilled all of its obligations as set forth in the Servicing Agreement.
By: /s/ Scott W. Anderson
Scott W. Anderson, Senior Vice President
Dated: March 12, 2004
Ocwen Federal Bank FSB
1675 Palm Beach Lakes Boulevard, West Palm Beach, FL 33401
Mail to: P. O. Box 24737, West Palm Beach, FL 33416-4737