**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 

ý                                  **ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2004.**

 

#### **OR**

 

o                                  **TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**Commission file number 333-98887-04**

 

**CNHEQUIPMENT TRUST 2004-A**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                                                             | **20-1620620**                              |
|----------------------------------------------------------------------------------------------------------|---------------------------------------------|
| (State of incorporation)                                                                                 |  (I.R.S. Employer Identification  No.) |
|                                                                                                     |                                        |
| **c/o The Bank of New York (Delaware) ****White Clay Center, Route  273 ****Newark, Delaware** | **19711**                                   |
| (Address of principal executive offices)                                                                 | (Zip Code)                                  |

 

**(302) 283-8079**

(Registrant’s telephonenumber, including area code)

 

Securitiesregistered pursuant to section 12(b) of the Act: **None.**

 

Indicateby check mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.   ý Yes  o No

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (§ 229.405 of this chapter) is not contained herein, and willnot be contained, to the best of registrant’s knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.   ý

 

Indicateby check mark whether the registrant is an accelerated filer (as defined inRule 12b-2 of the Act).   Yes o No ý

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant’s most recently completed second fiscalquarter.  **Notapplicable.**

 

Securitiesregistered pursuant to section 12(g) of the Act: **Notapplicable.**

 

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ThisAnnual Report on Form 10-K is filed in reliance on the letter relief, datedAugust 17, 1993, granted by the Division of Corporation Finance of theSecurities and Exchange Commission to Tenneco Credit Corporation (“TCC”) referencingthe Case Equipment Loan Trust 1992-A (the “Relief Letter”).  TCC is a predecessor entity to one of theSeller’s affiliates.  Accordingly,responses to certain Items have been omitted from or modified in this report.

 

###### **PART I**

 

CNH Equipment Trust 2004-A (the “Trust”) is atrust established under the laws of the State of Delaware by the TrustAgreement dated September 1, 2004 between CNH Capital Receivables LLC, formerlyknown as CNH Capital Receivables Inc. (the “Seller”), and The Bank of New York,as owner trustee.  CNH Capital AmericaLLC, formerly known as Case Credit Corporation (the “Servicer”), is theServicer under a Sale and Servicing Agreement (the “Sale and ServicingAgreement”) dated as of September 1, 2004 among the Servicer, the Seller andthe Trust.  The Trust issued$1,473,750,000 in aggregate principal amount of asset-backed notes, ClassesA-1, A-2, A-3, A-4 and B (the “Notes”), pursuant to an Indenture dated as ofSeptember 1, 2004, between the Trust and JP Morgan Chase Bank, as indenturetrustee.  In addition, the Trust issued$26,250,000 of asset-backed certificates (the “Certificates”). The Notesevidence debt obligations of the Trust. The Certificates evidence fractional undivided interests in theTrust.  The Seller retained the entireprincipal amount of the Certificates.

 

**Item 1.  Business**

 

Not applicable in reliance on the ReliefLetter.

 

**Item2.  Properties**

 

Refer to the Officers’ Certificate as toCompliance for the Trust attached as Exhibit 99.3.

 

**Item3.  Legal Proceedings**

 

There were no material legal proceedingsinvolving the Trust, or to the extent relating to the Trust, the Seller, theServicer or the Owner Trustee, which were pending at December 31, 2004, otherthan ordinary routine litigation incidental to the Servicer’s duties under theSale and Servicing Agreement.

 

**Item4.  Submission of Matters to a Vote ofSecurity Holders**

 

No matter was submitted during the fiscalyear covered by this report to a vote of holders of either the Notes orCertificates.

 

#### **PARTII**

 

**Item 5.  Market for Registrant’s Common Equity andRelated Stockholder Matters**

 

Sincethe Seller has retained all of the Certificates, there is no market for theCertificates.

 

Sincethe Trust does not pay dividends with respect to the Certificates, the informationrequired by Item 201 of Regulation S-K regarding dividends is inapplicable tothe registrant.  See Item 15 forinformation with respect to distributions to Noteholders.

 

**Item6.  Selected Financial Data**

 

Notapplicable in reliance on the Relief Letter.

 

**Item7.  Management’s Discussion and Analysisof Financial Condition and Results of Operation**

 

Notapplicable in reliance on the Relief Letter.

 

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**Item7A.  Quantitative and QualitativeDisclosures About Market Risk**

 

Notapplicable in reliance on the Relief Letter.

 

**Item8.  Financial Statements andSupplementary Data**

 

Notapplicable in reliance on the Relief Letter.

 

**Item 9. Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure**

 

Therewas no change of accountants or disagreement with accountants on any matter ofaccounting principals or practices or financial disclosure.

 

**Item 9A.  Controls and Procedures**

 

Notapplicable.

 

#### **PARTIII**

 

**Item10.  Directors and Executive Officers ofthe Registrant**

 

Notapplicable in reliance on the Relief Letter.

 

**Item11.****   ****  Executive Compensation**

 

Notapplicable in reliance on the Relief Letter.

 

**Item 12.  Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters**

 

CNH Capital America LLC owns 100% of the Certificatesissued by the Trust, and CNH Capital America LLC owns 100% of the Seller’smembership interests.

 

**Item13.  Certain Relationships and RelatedTransactions**

 

TheServicer owns all of the Seller’s voting securities.  If the Trust has any voting securities, theSeller owns those securities.  During thepast fiscal year, the only transactions between the Seller and the Servicer orbetween the Seller and the Trust were the transactions that have been disclosedin the prospectuses previously filed pursuant to Rule 424(b).

 

**Item14.****   ****  Principal Accounting Fees andServices**

 

Notapplicable.

 

#### **PARTIV**

 

**Item15.****   ****  Exhibits, Financial StatementsSchedules, and Reports on Form 8-K**

 

(a)          (1)          Notapplicable.

 

(2)          Notapplicable.

 

(3)          Theexhibits filed in response to Item 601 of Regulation S-K are listed in theExhibit Index.

 

(b)         Current Reports on Form 8-K filed during theyear ending December 31, 2004 are dated October 21, November 18 and December20, 2004.

 

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(c)          See 15(a)(3) above.

 

(d)         Not applicable in reliance on the ReliefLetter.

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned, thereunto duly authorized.

 

March12, 2005

 

**CNHEQUIPMENT TRUST 2004-A**

 
| By:           | CNH CAPITAL AMERICA LLC, as Administrator |
|---------------|-------------------------------------------|
|          |                                      |
| By:           | /s/ JOSEPH DOOLAN                         |   |
|          |                                      |
| Joseph Doolan |
| Controller    |

 

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**EXHIBITINDEX**

 

# **Exhibit 31.1:**                           Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

 

# **Exhibit 31.2:**                           Certification Pursuant toSection 302 of the Sarbanes-Oxley Act of 2002.

 

**Exhibit99.1:**                        Management’s Assertion Concerning Compliance.

 

**Exhibit99.2:****                          **Report of****IndependentRegistered Public Accounting Firm.

 

**Exhibit99.3**:                            Officers’ Certificate as to Compliance.

 

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