**Exhibit 99.5**

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### **Report of Independent Auditors**

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To the Board of Directors of

Caterpillar Financial Services Corporation

We have examined management’s assertion that Caterpillar Financial Services Corporation has complied as of and for the year ended December 31, 2002, with its established minimum servicing standards described in theaccompanying Management’s Assertion dated March 29, 2004.** ** Caterpillar Financial Services Corporation’s management is responsible for the assertion.  Our responsibility is to express an opinion on the assertion based on ourexamination.

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 supportingmanagement’s assertion and performing such other procedures as we considered necessary in the circumstances.  We believe that our examination provides a reasonable basis for our opinion.

In our opinion, management’s assertion referred to above is fairly stated, in all material respects, based on the criteria set forth in Appendix I.

/s/  PricewaterhouseCoopers LLP

Memphis, TN

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March 29**,** 2004

**Management’s Assertion**

 

March 29,2004                                                                                  

As of and for the year ended December 31, 2002, Caterpillar Financial Services Corporation**(the “Company”) has complied, in all material respects, with the Company’s established minimumservicingstandards for the receivables in Caterpillar Financial Asset Trust 2002-A**as set forth in Appendix I**(the “Standards”).  The Standards are based on the Mortgage Banker’sAssociation of America’s Uniform Single Attestation Program for Mortgage Bankers, modified to address the unique characteristics of servicing construction equipment loans.

 

 
| */s/ Steven R. Elsesser*                                                                                                    |   |
|-----------------------------------------------------------------------------------------------------------------------------|--------|
| Steven R. Elsesser                                                                                                          |
| Controller                                                                                                                  |
|                                                                                                                        |
|                                                                                                                        |
| */s/ James A. Duensing*                                                                                                     |   |
| James A. Duensing                                                                                                           |
| Treasurer                    |

**APPENDIX I**

 

*Caterpillar Financial Services Corporation Minimum Servicing Standards*

 

I.                                        BANK ACCOUNTS

 

1.              Reconciliations shall be prepared on a monthlybasis for all lockbox bank accounts and related bank clearing accounts.  These reconciliations shall:

 

•                 be mathematicallyaccurate;

•                 be prepared withinforty-five (45) calendar days after the cutoff date;

•                 be received and approved bysomeone other than the person who prepared the reconciliation; and

•                 document explanations forreconciling items.  These reconciling items shall be resolved within ninety (90) calendar days of their original identification.

              

II.                                    PAYMENTS

 

1.              Payments shall be deposited into theservicer’s bank accounts and related bank clearing accounts within two business days of receipt*.*

 

2.              Payments made in accordance with thedebtor’s loan documents shall be posted to the applicable account records within two business days of receipt*.*

 

3.              Payments shall be allocated to principal,interest, insurance or other escrow items (e.g., late charges) in accordance with the loan documents.

 

4.              Payments identified as loan payoffs shall beallocated in accordance with the loan documents*.*

 

III.                                DISBURSEMENTS

 

1.              Amounts remitted to investors per theservicer’s investor reports shall agree with cancelled checks, or other forms of payment, or custodial bank statements.

 

IV.                                INVESTOR ACCOUNTINGAND REPORTING

 

1.              The servicing entity’s investor reportsshall agree with, or reconcile to, investor’s records on a monthly basis as to the total unpaid principal balance.  Monthly investor reports are sent listing the total unpaid principal balance.  Annual investor reports are sent listing the number ofloans serviced.

                                    

  V.                                DELINQUENCIES

 

1.              Records documenting collection efforts shall bemaintained during the period a loan is in default and shall be updated at least monthly.  Such records shall describe the entity’s activities in monitoring delinquent contracts including, for example, phone calls, letters and payment rescheduling plans incases where the delinquency is deemed temporary (e.g. illness or unemployment).