Item 1. Business. --------
Not Applicable.
Item 2.
Item 2. Properties. ----------
Not Applicable.
Item 3.
Item 3. Legal Proceedings. -----------------
The Master Servicer is not aware of any material pending legal proceedings involving either the Registrant, the Trustee, the Seller or the Master Servicer with respect to the Notes or the Registrant's property.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders. ---------------------------------------------------
No vote or consent of the holders of the Notes (the "Noteholders") was solicited for any purpose during the year ended December 31, 2002.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters. ---------------------------------------------------------------------
To the best knowledge of the Master Servicer, there is no established public trading market for the Notes. As of March 25, 2003, there were less than 300 holders of record of the Notes.
Item 6.
Item 6. Selected Financial Data. -----------------------
Not Applicable.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. ---------------------------------------------------------------
Not Applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data. -------------------------------------------
Not Applicable.
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. --------------------------------------------------------------
The following table sets forth (i) the name and address of each entity owning more than 5% of the outstanding principal amount of the Class A Notes; (ii) the principal amount of Notes owned by each, if known, and (iii) the percent that the principal amount of Notes owned represents of the outstanding principal amount of the Class A Notes. The information set forth in the table is based upon information obtained by the Master Servicer from the Indenture Trustee and from The Depository Trust Company as of March 25, 2003. The
Master Servicer is not aware of any Schedules 13D or 13G filed with the Securities and Exchange Commission in respect of the Notes.
Amount Owned ------------ All dollar amounts are ---------------------- in thousands ------------
Name and Address Principal Percent - ---------------- --------- -------
Class A Noteholders - -------------------
JP Morgan Chase Bank $298,806 23.15% Proxy/Class Actions/Bankruptcy 14201 Dallas Parkway Dallas, TX 75254
State Street Bank and Trust Company $220,515 17.09% Global Corporate Action Unit JAB 5NW 1776 Heritage Drive No. Quincy, MA 02171
The Bank of New York $201,826 15.64% One Wall Street New York, NY 10286
Boston Safe Deposit and Trust Company $ 70,380 5.45% c/o Mellon Trust 525 William Penn Place, Ste. 3148 Pittsburgh, PA 15259
Deutsche Bank Trust Company Americas $166,016 12.86% 648 Grassmere Park Rd Nashville, TN 37211
Merrill Lynch, Pierce Fenner & Smith Safekeeping $125,000 9.69% 4 Corporate Place Piscataway, NJ 08854
US Bank N.A./Safekeeping West $ 75,000 5.81% First Trust Center SPFT 0913 180 E. 5th St., 9th Fl St. Paul, MN 55101
Wells Fargo Bank Minnesota, N.A $ 66,500 5.15% c/o ADP Proxy Services Edgewood, NY 11717
Item 13.
Item 13. Certain Relationships and Related Transactions. ----------------------------------------------
None or 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) List the following documents filed as a part of the report:
(1) Financial Statements
Not Applicable.
(2) Financial Statement Schedules
Not Applicable.
(3) The Master Servicer is obligated to prepare an Annual Statement to Noteholders for the year ended December 31, 2002, and Independent Public Accountants are required to prepare an annual servicing report pertaining to the compliance of the Master Servicer with its servicing obligations pursuant to the Agreement. Copies of said documents are filed as exhibits to this Form 10-K.
(b) The Registrant filed the following current reports on Form 8-K for the fourth quarter of 2002 :
Date of Reports Items Covered --------------- -------------
September 20, 2002 Item 7. Statement to Noteholders with respect October 20, 2002 to distributions made on September 20, 2002, November 20, 2002 October 21, 2002 and November 20, 2002.
(c)
Exhibit 99(a) Copy of Annual Statement to Noteholders for the year ended December 31, 2002.
Exhibit 99(b) Copy of Independent Accountants' Report dated February 28, 2003.
Exhibit 99(c) Copy of Annual Statement as to Compliance dated March 31, 2003.
(d) Not Applicable.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Master Servicer has duly caused this report to be signed on behalf of the Household Home Equity Loan Trust 2002-2 by the undersigned, thereunto duly authorized.
HOUSEHOLD FINANCE CORPORATION, as Master Servicer of and on behalf of the HOUSEHOLD HOME EQUITY LOAN TRUST 2002-2 ----------------------------- (Registrant)
By: /s/ Steven H. Smith ------------------------------------------ Steven H. Smith Assistant Treasurer Dated: March 31, 2003
Certification
I, Steven H. Smith, 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 Household Home Equity Loan Trust 2002-2;
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 following unaffiliated parties: Bank One, National Association and The Depository Trust Company.
Date: March 31, 2003
/s/ Steven H. Smith -------------------------------- Steven H. Smith Assistant Treasurer
Exhibit Index -------------
Exhibit No. Exhibit - ----------- -------
Exhibit 99(a) Copy of Annual Statement to Noteholders for the year ended December 31, 2002.
Exhibit 99(b) Copy of Independent Accountants' Report dated February 28, 2003.
Exhibit 99(c) Copy of Annual Statement as to Compliance dated March 31, 2003.