ITEM 1. Business.
Omitted.
ITEM 2.
ITEM 2. Properties.
Omitted.
ITEM 3.
ITEM 3. Legal Proceedings.
None.
ITEM 4.
ITEM 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of Certificateholders during the fiscal year covered by this report.
PART II
ITEM 5.
ITEM 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Trust does not issue stock.
There is currently no established public trading market for Registrant's Certificates. Registrant believes the Certificates are traded primarily in intra-dealer markets and non-centralized inter-dealer markets.
As of December 31,2002 the number of registered holders of all class of Certificates was 5.
ITEM 6.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7.
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
ITEM 7A.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8.
ITEM 8. Financial Statements and Supplementary Data.
Omitted
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 Registrant.
Not Applicable.
ITEM 11.
ITEM 11. Executive Compensation.
Not Applicable.
ITEM 12.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
Security ownership of certain beneficial owners. Under the Pooling and Servicing Agreement governing the Trust, the holders of the Certificates generally do not have the right to vote and are prohibited from taking part in management of the Trust. For purposes of this Item and Item 13
ITEM 13. Certain Relationships and Related Transactions. None
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) The following is a list of documents filed as part of this Annual Report on Form 10-K:
EXHIBITS
(b) The following reports on Form 8-K were filed during the period covered by this report.
Monthly Remittance Statement to the Certificateholders dated as of December 26,2002, and filed with the Securities and Exchange Commission on Form 8-K on January 24,2003.
(c) The exhibits required to be filed by Registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof.
(d) Not Applicable. The Trust does not have any subsidiaries or affiliates. Therefore, no financial statements are filed with respect to subsidiaries or affiliates.
SIGNATURE
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.
By: Morgan Stanley ABS Capital I Inc. as Depositor on behalf of the Registrant.
By: /s/: Craig Philips Craig Philips President
March 28, 2003
EXHIBIT INDEX
Exhibit Document
99.1 Servicer's Annual Statement of Compliance for Year End December 31,2002.
99.2 Servicer's Annual Independent Accountant's Report for Year End December 31,2002.
CERTIFICATION
Re: CDC Mortgage Capital Trust 2002-HE3 (the "Trust") Mortgage Pass- Through Certificates Series 2002-HE3, issued pursuant to the Pooling and Servicing Agreement, dated as of November 1,2002 (the "Pooling and Servicing"),among Morgan Stanley ABS Capital I Inc., as depositor, Deutsche Bank National Trust Company, as trustee( the "Trustee") and Ocwen Federal Bank FSB, as servicer (the "Servicer")
I, Craig Philips, certify that:
1. I have reviewed this annual report on Form 10-K (" Annual Report"),and all reports on Form 8-K containing distribution reports (collectively with this Annual Report, the "Reports") filed in respect of periods included in the year covered by this annual report, of the Trust;
2. Based on my knowledge, the information in the 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 Agreement for inclusion in the Reports is included in these Reports;
4. Based on my knowledge and upon the annual compliance statement included in this Annual Report and required to be delivered to the Trustee in accordance with the terms of the Pooling and Servicing Agreement, and except as disclosed in the Reports, the Servicer has fulfilled it 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 upon the report provided by an independent public account, 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 Agreement, that is included in the Reports
In giving the certification above, I have reasonably relied on information provided to me by the following unaffiliated parties: the Trustee and the Servicer
Date: 3/25/2003 /s/: Craig Philips Signature: Craig Philips Title: President FAIRBANKS CAPITAL CORP.
99.1
Agreement: Morgan Stanley ABS Capital I Inc, Depositor, Fairbanks Capital Corp, as Servicer, CDC Mortgage Capital Inc., as Unaffiliated Seller, and Deutsche Bank National Trust Company, as trustee - Pooling and Servicing Agreement CDC Mortgage Capital Trust 2002-HE3
Dated:	November 1, 2002
ANNUAL STATEMENT AS TO COMPLIANCE
In accordance with the applicable section in each of the Pooling and Servicing Agreements specified
I. a review of the activities of the Servicer during the year ended December 31, 2002 and of performance under this Agreement has been made under such officers' supervision; and ii. To the best of such officers' knowledge, based on such review, the Servicer has fulfilled all of it, obligations under ibis Agreement throughout such year.
March 7, 2003
/S/ William P. Garland President Fairbanks Capital Corp.
3815 SOUTH WEST TEMPLE Salt Lake City, UTAH 84115-4412
P.O. Box 65250 SALT LAKE CITY, UTAH 84165-0250
TELEPHONE (801) 293-1883 , FACSIMLE (801) 293-1297
99.2
ERNST & YOUNG
Ernst & Young LLP 2 Phone: (213) 977-3200 725 South Figueroa Street www.ey.com Los Angeles, California 90017
Report on Management's Assertion on
'Compliance with the Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors Fairbanks Capital' Corp,
We have examined management's assertion, included in the accompanying report titled Report of Management, that Fairbanks Capital Corp., a wholly owned subsidiary of Fairbanks Capital Holding Corp., (the "Company") complied with the minimum servicing standards set forth in the Mortgage Bankers Association of America's Uniform Single Attestation Program for Mortgage Bankers ("USAP") during the year ended December 31, 2002. Management is responsible for the Company's compliance with those requirements. Our responsibility is to express an opinion on management's assertion about the Company'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 Company's compliance with those requirements and performing such other procedures as we considered 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 Company's compliance with specified requirements,
In our opinion, management's assertion that the Company complied with the aforementioned requirements during the year ended December 31, 2002, is fairly stated, in all material respects,
By: /s/ Ernst & Young LLP
January 20, 2003
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
ERNST & YOUNG
Ernst &Young LLP Phone: (213) 977-3200 725 South Flgueroa Street www.ey,com Los Angeles, California 90017-5418
Report on our Consideration of Internal Control---GARS Audit
Board of Directors Fairbanks Capital Corp,
In planning and performing our audit of the consolidated financial statements of Fairbanks Capital Corp. (a wholly owned subsidiary of Fairbanks Capital Holding Corp.) for the year ended December 31, 2002, we considered its internal control to determine our auditing procedures for the purpose -of expressing our opinion on financial, statements and not to provide assurance on internal control. Our consideration of internal control would not necessarily disclose all matters in internal control that might be material weaknesses under standards established by the American Institute of Certified Public Accountants, A material weakness is a condition in which the design or Operation of one or more of the specific internal control components does not reduce to a relatively low level the risk that errors or fraud in amounts that would be material in relation to the financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions, However, we noted no matters involving internal control and its operation that we consider to be material weaknesses as defined above,
This report is intended solely for the information and use of the Board of Directors, management, Freddie Mac and the U.S. Department of Housing and Urban Development and is not intended to be and should not be used by anyone other than these specified parties.
By:/s/ Ernst & Young LLP
January 20, 2003
A Member Practice of Ernst & Young Global