**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

** **

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**FORM 10-K**

** **

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** **

**ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDED OCTOBER 31, 2009**

 

**Commission File Number of issuing entity: 333-151821-02**

**Commission File Number of depositor:  333-151821**

** **

**JOHN DEERE OWNER TRUST 2009-B**

(Exact name ofissuing entity as specified in its charter)

 

**JOHN DEERE RECEIVABLES, INC.**

(Exact name ofdepositor as specified in its charter)

 

**JOHN DEERE CAPITAL CORPORATION**

(Exact name ofsponsor as specified in its charter)

 

| **Delaware**                              | ** ** | **36-6840001**                     |
|-------------------------------------------|------------|------------------------------------|
| (State of  incorporation or organization) |       | (IRS Employer  Identification No.) |

 
| **c/o John  Deere Capital Corporation  Suite 600 First Interstate Bank** | ** ** | ** ** | ** ** | ** **          |
|-------------------------------------------------------------------------------|------------|------------|------------|---------------------|
| **Building**                                                                  | ** ** | ** ** | ** ** | ** **          |
| **1 East  First Street**                                                      | ** ** | ** ** | ** ** | ** **          |
| **Reno,  Nevada**                                                             | ** ** | **89501**  | ** ** | **(775)  786-5527** |
| (Address of  principal executive offices)                                     |       | (Zip Code) |       | (Telephone  Number) |

 

**SECURITIES REGISTEREDPURSUANT TO SECTION 12(b) OF THE ACT:  NONE**

** **

**SECURITIES REGISTEREDPURSUANT TO SECTION 12(g) OF THE ACT: NONE**

** **

Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act.  

oYes   xNo

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.  

oYes   xNo

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period than the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.  

xYes   oNo

 

Indicate by checkmark whether the registrant has submitted electronically and posted on itscorporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).  

xYes   oNo

 

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 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 definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K.                                                      x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company.  See the definitions of “large acceleratedfiler,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2of the Exchange Act. (Check one):

 

| Large  accelerated filer o                     |   | Accelerated  filer o         |
|------------------------------------------------|--------|------------------------------|
| Non-accelerated  filer x                       |   | Smaller  Reporting Company o |
| (Do not check if  a Smaller Reporting Company) |   |                         |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theAct).  

oYes   xNo

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant’s most recently completed second fiscal quarter.

 

Notapplicable.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

List hereunder thefollowing documents if incorporated by reference and the part of the Form 10-K(e.g., Part I, Part II, etc.) into which the document isincorporated:  (1) Any annual reportto security holders; (2) Any proxy information statement; and, (3) Anyprospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933.  The listeddocuments should be clearly described for identification purposes (e.g., annualreport to security holders for fiscal year ended December 24, 1980).

 

None.

 

 

 

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**PART I**

 

The following items have been omitted in accordancewith General Instruction J to Form 10-K.

 
| *Item 1**.*  | * * | *Business**.*                                             |
|--------------|----------|-----------------------------------------------------------|
| *Item 1A**.* | * * | *Risk Factors**.*                                         |
| *Item  2**.* | * * | *Properties**.*                                           |
| *Item  3**.* | * * | *Legal  Proceedings**.*                                   |
| *Item  4**.* | * * | *Submission  of Matters to a Vote of Security Holders**.* |
| * *     | * * | * *                                                  |
| *Item  1B.*  | * * | *Unresolved  Staff Comments**.*                           |

 

None.

**PART II**

 

The following items have been omitted in accordancewith General Instruction J to Form 10-K.

 
| *Item  5**.*  | * * | *Market  For Registrant’s Common Equity and Related Stockholder Matters**.*                 |
|---------------|----------|--------------------------------------------------------------------------------------------------|
| *Item  6.*    | * * | *Selected  Financial Data.*                                                                      |
| *Item  7**.*  | * * | *Management’s  Discussion and Analysis of Financial Condition and Results of Operations**.* |
| *Item  7A*    | * * | *Quantitative  and Qualitative Disclosures About Market Risk**.*                                 |
| *Item  8**.*  | * * | *Financial  Statements and Supplementary Data**.*                                                |
| *Item  9**.*  | * * | *Changes  in and Disagreements With Accountants on Accounting and Financial Disclosure**.*       |
| *Item  9A**.* | * * | *Controls  and Procedures**.*                                                                    |
| * *      | * * | * *                                                                                         |
| *Item 9B**.*  | * * | *Other Information*.                                                                             |

 

Noother information.

 

**PART III**

 

The following items have been omitted in accordancewith General Instruction J to Form 10-K.

 
| *Item  10**.* | * * | *Directors  and Executive Officers of the Registrant**.*                                            |
|---------------|----------|-----------------------------------------------------------------------------------------------------|
| *Item  11**.* | * * | *Executive  Compensation**.*                                                                        |
| *Item  12**.* | * * | *Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder**Matters.* |
| *Item  13**.* | * * | *Certain  Relationships and Related Transactions**.*                                                |
| *Item  14**.* | * * | *Principal  Accountant Fees and Services*.                                                          |

 

1

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**PART IV**

 
| *Item  15* | * * | *Exhibits  and Financial Statement Schedules**.*                                                                                                                                                                                                                                                                                                                                                                  |
|------------|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| * *   | * * | * *                                                                                                                                                                                                                                                                                                                                                                                                          |
| * *   | (a)(1)   | Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                   |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | (a)(2)   | Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                   |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | (a)(3)   | The following documents  are included as part of, or incorporated by reference to, this annual report.                                                                                                                                                                                                                                                                                                            |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | * * | Exhibit No.                                                                                                                                                                                                                                                                                                                                                                                                  |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 4.1 Indenture, dated  October 9, 2009, between John Deere Owner Trust 2009-B and US Bank  National Association, a national banking association, solely as trustee and  not in its individual capacity (the “Indenture Trustee”), (incorporated by  reference from Exhibit 4.1 to the Current Report filed on Form 8-K  on October 9, 2009, Commission File No. 333-151821-02). |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | * * | 31.1       Rule 13a-14(a)/(15d-14(a) Certification.                                                                                                                                                                                                                                                                                                                  |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 33.1 John Deere Capital  Corporation’s Report on Assessment of Compliance With Servicing Criteria                                                                                                                                                                                                                                                                                                            |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 33.2 Trustee’s Report  on Compliance With Servicing Criteria (US Bank National Association)                                                                                                                                                                                                                                                                                                                  |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 33.3 Trustee’s Report  on Compliance With Servicing Critera (The Bank of New York Mellon)                                                                                                                                                                                                                                                                                                                    |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 34.1 Report of  Independent Registered Public Accounting Firm (Deloitte & Touche  LLP)                                                                                                                                                                                                                                                                                                                   |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 34.2 Report of  Independent Registered Public Accounting Firm (Ernst & Young LLP)                                                                                                                                                                                                                                                                                                                        |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 34.3 Report of  Independent Registered Public Accounting Firm (KPMG LLP)                                                                                                                                                                                                                                                                                                                                          |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 35.1 Servicer  Compliance Statement of John Deere Capital Corporation                                                                                                                                                                                                                                                                                                                                             |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | 35.2 Servicer  Compliance Statement of Deere Credit Services, Inc.                                                                                                                                                                                                                                                                                                                                           |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | (b)      | Reports on Forms 8-K  and 15.                                                                                                                                                                                                                                                                                                                                                                                     |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   |     | Current reports on  Form 8-K dated October 9, 2009; and Report on Form 15 dated  November 13, 2009.                                                                                                                                                                                                                                                                                           |
| * *   |     |                                                                                                                                                                                                                                                                                                                                                                                                              |
| * *   | (c)      | Not Applicable.                                                                                                                                                                                                                                                                                                                                                                                                   |

 

**Substituteinformation provided in accordance with General Instruction J to Form 10-K.**

 

*Item 1112(b) ofRegulation AB, Significant Obligors of Pool Assets (Financial Information)**.*

 

None.

 

2

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*Item1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Exceptfor Certain Deriviative Instruments (Information Regarding SignificantEnhancement Provider (Financial Information))**.*

 

None.

 

*Item 1115(b) ofRegulation AB, Certain Derivative Instruments (Financial Information)**.*

 

Not applicable.

 

*Item 1117of Regulation AB, Legal Proceedings**.*

 

There are no materiallegal proceedings pending, or any proceedings known to be contemplated bygovernmental authorities, against John Deere Capital Corporation (“JDCC”), assponsor or servicer, John Deere Receivables, Inc. (“JDRI”), as depositor,Deere Credit Services, Inc. (“DCS”), as sub-servicer, John Deere OwnerTrust 2009-B, as the issuing entity, or any other parties described in Item1117 of Regulation AB, or any of the property of any of the foregoing, which,individually or in the aggregate, would have a material adverse impact oninvestors in the offered Notes.

 

*Item 1119of Regulation AB, Affiliations and Certain Relationships and Related Transactions**.*

 

JDRI, the depositor, is awholly owned subsidiary of JDCC, the sponsor, servicer, administrator andoriginator.  JDRI, a  Nevada corporation, is organized for thelimited purpose of purchasing retail receivables, transferring thosereceivables to third parties and performing any activities incidental to, andnecessary or convenient for, the accomplishment of those purposes.  JDCC, a Delaware corporation, is a whollyowned subsidiary of John Deere Credit Company, which is in turn a wholly ownedsubsidiary of Deere & Company. The principal business of JDCC and its subsidiaries is providing andadministering financing for retail purchases of new equipment manufactured byDeere & Company’s agriculture and turf and construction and forestrydivisions and used equipment taken in trade for this equipment.  JDCC has designated Deere Credit Services, Inc.,a Delaware corporation and an indirect wholly owned subsidiary of Deere &Company and of JDCC, to serve as sub-servicer at the servicer’s expense.

 

*Item 1122of Regulation AB, Compliance with Applicable Servicing Criteria.*

 
| (a)    | The following documents  are filed as part of this report. |
|--------|------------------------------------------------------------|
|   |                                                       |   |
|   | Exhibit No.                                           |
|   |                                                       |   |
|   | 33.1                                                       | John Deere Capital  Corporation’s Report on Assessment of Compliance With Servicing Criteria |
|   |                                                       |   |
|   | 33.2                                                       | Trustee’s Report on  Compliance With Servicing Criteria (U.S. Bank National Association) |
|   |                                                       |   |
|   | 33.3                                                       | Trustee’s Report on  Compliance With Servicng Criteria (The Bank of New York Mellon) |
|   |                                                       |   |
|   | 34.1                                                       | Report of Independent  Registered Public Accounting Firm (Deloitte & Touche LLP) |
|   |                                                       |   |
|   | 34.2                                                       | Report of Independent  Registered Public Accounting Firm (Ernst & Young LLP) |
|   |                                                       |   |
|   | 34.3                                                       | Report of Independent  Registered Public Accounting Firm (KPMG LLP) |

 

The Servicer has complied, in all material respects,with the Applicable Servicing Criteria.

 

3

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*Item 1123of Regulation AB, Servicer Compliance Statement**.*

 
| (a)    | The following documents  are filed as part of this report. |
|--------|------------------------------------------------------------|
|   |                                                       |   |
|   | Exhibit No.                                           |
|   |                                                       |   |
|   | 35.1                                                       | Servicer Compliance  Statement of John Deere Capital Corporation |
|   | * *                                                   | * * |
|   | 35.2                                                       | Servicer Compliance  Statement of Deere Credit Services, Inc. |

 

**Supplementalinformation to be furnished with reports filed pursuant to Section 15(d) ofthe Act by Registrants which have not registered Securities pursuant to Section 12of the Act.**

 

No annual report, proxystatement, form of proxy or other proxy soliciting material has been sent tocertificateholders, and the registrant does not presently contemplate sendingany such materials subsequent to the filing of this report.

 

4

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**SIGNATURE**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|                          | JOHN DEERE OWNER  TRUST 2009-B |
|-------------------------------|--------------------------------|
|                          |                           |
|                          |                           |
|                          | By:                            | John Deere  Capital Corporation |
|                          |                           | (Servicer) |
|                          |                           |
|                          |                           |
|                          | By:                            | */s/ James A. Israel* |
|                          |                           | James A. Israel |
|                          |                           | President |
|                          |                           |
| Dated:  January 27, 2010 |                           |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.1                  |       | 4.1 Indenture, dated  October 9, 2009, between John Deere Owner Trust 2009-B and US Bank  National Association, a national banking association, solely as trustee and  not in its individual capacity (the “Indenture Trustee”), (incorporated by  reference from Exhibit 4.1 to the Current Report filed on Form 8-K  on October 9, 2009, Commission File No. 333-151821-02). |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 31.1                 |       | Rule 13a-14(a)/15d-14(a) Certification                                                                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33.1                 |       | John Deere Capital  Corporation’s Report on Assessment of Compliance With Servicing Criteria                                                                                                                                                                                                                                                                                                                 |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33.2                 |       | Trustee’s Report on  Compliance with Servicing Criteria (U.S. Bank National Association)                                                                                                                                                                                                                                                                                                                     |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 33.3                 |       | Trustee’s Report on  Compliance with Servicing Criteria (The Bank of New York Mellon)                                                                                                                                                                                                                                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 34.1                 |       | Report of Independent  Registered Public Accounting Firm (Deloitte & Touche LLP)                                                                                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 34.2                 |       | Report of Independent  Registered Public Accounting Firm (Ernst & Young LLP)                                                                                                                                                                                                                                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 34.3                 |       | Report of Independent  Registered Public Accounting Firm (KPMG LLP)                                                                                                                                                                                                                                                                                                                                               |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 35.1                 |       | Servicer Compliance  Statement of John Deere Capital Corporation                                                                                                                                                                                                                                                                                                                                                  |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                              |
| 35.2                 |       | Servicer Compliance  Statement of Deere Credit Services, Inc.                                                                                                                                                                                                                                                                                                                                                |

 

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