**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**FORM 10-K**

 
| **ý** | **ANNUAL REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|-------------------------------------------------------------------------------------------|

 

**For the fiscal year ended December 31, 2002.**

 

**OR**

 
| **o** | **TRANSITION REPORT PURSUANT TO SECTION  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|-------|-----------------------------------------------------------------------------------------------|

 

**Commission filenumber 333-98887**

 

**CNH Capital Receivables Inc.**

(Exact name of registrant as specified in its charter)

 

| **Delaware**                                                    |   | **39-1995297**                       |
|-----------------------------------------------------------------|--------|--------------------------------------|
| (State of incorporation)                                        |   | (I.R.S. Employer Identification No.) |
|                                                            |   |                                 |
| **100 South Saunders Road  Lake Forest, Illinois**              |   | **60045**                            |
| (Address of principal executive offices)                        |   | (Zip Code)                           |
|                                                            |   |                                 |
| **(847) 735-9200**                                              |
|  (Registrant’s telephone number, including area code) |

 

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

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. ýYes  oNo

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Act). Yes oNo ý

 

State the aggregate market value of the voting and non-voting commonequity held by non-affiliates computed by reference to the price at which thecommon equity was last sold, or the average bid and asked price of such commonequity, as of the last business day of the registrant’s most recently completedsecond fiscal quarter.  **None.**

 

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

 

** **

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**PART I**

 

This AnnualReport on Form 10-K (the “Report”) is filed with respect to the CNH EquipmentTrust 2000-B, CNH Equipment Trust 2001-A, CNH Equipment Trust 2001-B, CNHEquipment Trust 2002-A and CNH Equipment Trust 2002-B (collectively, the“Trusts”), statutory trusts formed under the laws of the State of Delawarepursuant to the following Trust Agreements.

 

On September1, 2000, CNH Equipment Trust 2000-B (“2000-B Trust”) was formed between CNHCapital Receivables Inc. (the “Seller”) and The Bank of New York, as ownertrustee (the “Owner Trustee”).  The2000-B Trust issued $977,500,000 in aggregate principal amount of asset-backednotes, Classes A-1, A-2, A-3, A-4 and B, pursuant to an Indenture dated as ofSeptember 1, 2000, between the 2000-B Trust and Bank One, National Association,as indenture trustee.  In addition, the2000-B Trust issued $22,500,000 of asset-backed certificates.

 

On May 1,2001, CNH Equipment Trust 2001-A (“2001-A Trust”) was formed between the Sellerand The Bank of New York, as owner trustee. The 2001-A Trust issued $879,750,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, A-4 and B, pursuant to an Indenturedated as of May 1, 2001, between the 2001-A Trust and Bank One, NationalAssociation, as indenture trustee.  Inaddition, the 2001-A Trust issued $20,250,000 of asset-backed certificates.

 

On November 1,2001, CNH Equipment Trust 2001-B (“2001-B Trust”) was formed between the Sellerand The Bank of New York, as owner trustee. The 2001-B Trust issued $998,229,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, A-4 and B, pursuant to an Indenturedated as of November 1, 2001, between the 2001-B Trust and Bank One, NationalAssociation, as indenture trustee.  Inaddition, the 2001-B Trust issued $22,977,425 of asset-backed certificates.

 

On March 1,2002, CNH Equipment Trust 2002-A (“2002-A Trust”) was formed between the Sellerand The Bank of New York, as owner trustee. The 2002-A Trust issued $1,000,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, A-4, B and C, pursuant to anIndenture dated as of March 1, 2002, between the 2002-A Trust and Bank One,National Association, as indenture trustee. In addition, the 2002-A Trust issued equity certificates with a faceamount of $0.

 

On November 1,2002, CNH Equipment Trust 2002-B (“2002-B Trust”) was formed between the Sellerand The Bank of New York, as owner trustee. The 2002-B Trust issued $1,067,000,000 in aggregate principal amount ofasset-backed notes, Classes A-1, A-2, A-3, A-4 and B, pursuant to an Indenturedated as of November 1, 2002, between the 2002-B Trust and JP Morgan ChaseBank, as indenture trustee.  Inaddition, the 2002-B Trust issued $33,000,000 of asset-backed certificates.

 

The Trusts’asset-backed notes and asset-backed certificates will collectively be referredto as the “Notes” and the “Certificates,” respectively.  The Seller has retained all theCertificates.

 

Certaininformation otherwise required to be included in this Report by the Instructionsto Form 10-K has been omitted in reliance on the letter relief, dated August17, 1993, granted by the staff of the SEC to Tenneco Credit Corporation (“TCC”)referencing the Case Equipment Loan Trust 1992-A (the “Relief Letter”). TCC isa predecessor entity to one of the Seller’s affiliates.

 

**Item1.  Business**

 

Not applicablein reliance on the Relief Letter.

 

**Item 2. Properties**

 

Refer to theOfficers’ Certificate as to Compliance for the Trusts attached as Exhibit 99.3.

 

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**Item 3. Legal Proceedings**

 

There were nomaterial legal proceedings involving the Trusts, or to the extent relating tothe Trusts, the Seller, Case Credit Corporation (the “Servicer”) or the OwnerTrustee, which were pending at December 31, 2002, or as of the date of thisreport, other than ordinary routine litigation incidental to the Servicer’sduties under the Servicing Agreements.

 

**Item 4. Submission of Matters to a Vote of Security Holders**

 

No votes orconsents of Noteholders were solicited during fiscal year 2002 for any purpose.

 

**PART II**

 

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

 

Since theRegistrant has retained all of the Certificates, there is no market for theCertificates.

 

Since theTrusts pay no 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.

 

**Item 6. Selected Financial Data**

 

Not applicablein reliance on the Relief Letter.

 

**Item 7. Management’s Discussion and Analysis of Financial Condition and Resultsof Operation**

 

Not applicablein reliance on the Relief Letter.

 

**Item 7A. Quantitative and Qualitative Disclosures About Market Risk**

 

Not applicablein reliance on the Relief Letter.

 

**Item 8. Financial Statements and Supplementary Data**

 

NotApplicable.

 

**Item9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure**

 

There was nochange of accountants or disagreement with accountants on any matter ofaccounting principals or practices or financial disclosure.

 

**PART III**

 

**Item 10. Directors and Executive Officers of the Registrant**

 

Not applicablein reliance on the Relief Letter.

 

**Item 11.   Executive Compensation**

 

Not applicablein reliance on the Relief Letter.

 

**Item12.   Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters**

 

Registrantowns 100% of the Certificates issued by the Trusts, and Case Credit Corporationowns 100% of Registrant’s common stock.

 

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**Item 13. Certain Relationships and Related Transactions**

 

None.

 

**Item 14.   Controls and Procedures**

 

NotApplicable.

 

#### **PART IV**

 

**Item 15.   Exhibits, Financial Statements Schedules,and Reports on Form 8-K**

 

(a)   (1) Not applicable

 

(2)  Not applicable

 

(3)  The exhibits filed inresponse to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(b)   Current Reports on Form 8-K filed during theyear ending December 31, 2002:

 
| **Date**            |   | **Items  Reported**              |
|---------------------|--------|----------------------------------|
| January 4,  2002    |   | Monthly  Servicer’s Report* |
| January 31,  2002   |   | Monthly  Servicer’s Report* |
| February 28,  2002  |   | Monthly  Servicer’s Report* |
| March 26,  2002     |   | Monthly  Servicer’s Report* |
| April 25,  2002     |   | Monthly  Servicer’s Report* |
| May 31, 2002        |   | Monthly  Servicer’s Report* |
| June 25,  2002      |   | Monthly  Servicer’s Report* |
| July 24,  2002      |   | Monthly  Servicer’s Report* |
| August 16,  2002    |   | Monthly  Servicer’s Report* |
| September  19, 2002 |   | Monthly  Servicer’s Report* |
| October 17,  2002   |   | Monthly  Servicer’s Report* |
| November 26,  2002  |   | Monthly  Servicer’s Report* |
| December 20,  2002  |   | Monthly  Servicer’s Report* |

 

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* Incorporatedby reference.

 

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

 

(d)   Not applicable in reliance on the ReliefLetter.

 

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**SIGNATURES**

 

Pursuant tothe 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 theundersigned, thereunto duly authorized.

 
| March 31,  2003 |                                                                                                                  |
|-----------------|-----------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                  |
|            | **CNH CAPITAL RECEIVABLES INC.**                                                                                      |
|            |                                                                                                                  |   |
|            | By:                                                                                                                   | CASE CREDIT  CORPORATION, as Servicer |
|            |                                                                                                                  |   |
|            | By:                                                                                                                   | /s/  WILLIAM J. McGRANE, III |
|            |                                                                                                                  |
|            | **William  J. McGrane, III**                                                                                          |
|            | **Vice  President and Chief Financial Officer**                                                                       |
|            | **(Principal Financial and Accounting  Officer and  Director and Authorized Signatory for Case Credit  Corporation)** |

 

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**CERTIFICATION PURSUANT TO SECTION 302 OF**

**THE SARBANES-OXLEY ACT OF 2002**

 

**CERTIFICATION**

 

I, Mario Ferla, certify that:

 

1. I havereviewed this annual report on Form 10-K, and all reports on Form 8-Kcontaining distribution or servicing reports filed in respect of periodsincluded in the year covered by this annual report, of CNH Equipment Trust2000-B, CNH Equipment Trust 2001-A, CNH Equipment Trust 2001-B, CNH EquipmentTrust 2002-A and CNH Equipment Trust 2002-B;

 

2. Based on myknowledge, the information in these reports, taken as a whole, does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3. Based on myknowledge, the distribution or servicing information required to be provided tothe trustee by the Servicer under the pooling and servicing, or similar,agreement, for inclusion in these reports is included in these reports;

 

4. I amresponsible for reviewing the activities performed by the Servicer under thepooling and servicing, or similar, agreement and based upon my knowledge andthe annual compliance review required under that agreement, and except asdisclosed in the reports, the Servicer has fulfilled its obligations under thatagreement;

 

5. The reportsdisclose all significant deficiencies relating to the Servicer’s compliancewith the minimum servicing standards based upon the report provided by anindependent public accountant, after conducting a review in compliance with theUniform Single Attestation Program for Mortgage Bankers or similar procedure,as set forth in the pooling and servicing, or similar, agreement, that isincluded in these reports.

 

 
| March 31,  2003 |                                                                                                                  |
|-----------------|-----------------------------------------------------------------------------------------------------------------------|
|            | By:                                                                                                                   | /s/  MARIO FERLA |
|            |                                                                                                                  |
|            | **Mario Ferla**                                                                                                       |
|            | **Chief Executive Officer and Chief  Operating Officer**                                                              |
|            | **(Principal Executive and Operations  Officer and  Director and Authorized Signatory for Case Credit  Corporation)** |

 

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**CERTIFICATIONPURSUANT TO SECTION 302 OF**

**THE SARBANES-OXLEY ACT OF 2002**

 

**CERTIFICATION**

 

I, William J. McGrane III,certify that:

 

1. I havereviewed this annual report on Form 10-K, and all reports on Form 8-Kcontaining distribution or servicing reports filed in respect of periodsincluded in the year covered by this annual report, of CNH Equipment Trust2000-B, CNH Equipment Trust 2001-A, CNH Equipment Trust 2001-B, CNH EquipmentTrust 2002-A and CNH Equipment Trust 2002-B;

 

2. Based on myknowledge, the information in these reports, taken as a whole, does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3. Based on myknowledge, the distribution or servicing information required to be provided tothe 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 responsiblefor reviewing the activities performed by the Servicer under the pooling andservicing, or similar, agreement and based upon my knowledge and the annualcompliance review required under that agreement, and except as disclosed in thereports, the Servicer has fulfilled its obligations under that agreement;

 

5. The reportsdisclose all significant deficiencies relating to the Servicer’s compliancewith the minimum servicing standards based upon the report provided by anindependent public accountant, after conducting a review in compliance with theUniform Single Attestation Program for Mortgage Bankers or similar procedure,as set forth in the pooling and servicing, or similar, agreement, that isincluded in these reports.

 

 
| March 31,  2003 |                                                                                                                  |
|-----------------|-----------------------------------------------------------------------------------------------------------------------|
|            | By:                                                                                                                   | /s/ WILLIAM  J. McGRANE, III |
|            |                                                                                                                  |
|            | **William J. McGrane, III**                                                                                           |
|            | **Vice President and Chief Financial  Officer**                                                                       |
|            | **(Principal Financial and Accounting  Officer and  Director and Authorized Signatory for Case Credit  Corporation)** |

 

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**EXHIBIT INDEX**

 
| **Exhibit 99.1:** |   | Management’s  Assertion Concerning Compliance. |
|-------------------|--------|-----------------------------------------------------|
|              |   |                                                |
| **Exhibit 99.2:** |   | Independent  Auditors’ Report.                 |
|              |   |                                                |
| **Exhibit 99.3**: |   | Officer’s  Certificate as to Compliance.       |

 

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