**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K**

 

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| **ý** | ** ** | **ANNUAL REPORT PURSUANT TO SECTION 13  OR 15(d)**                                                   |
|------------|------------|-----------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | **OF THE SECURITIES EXCHANGE ACT  OF 1934**                                                               |
| ** ** | ** ** | **FOR THE FISCAL YEAR ENDED OCTOBER 31, 2005**                                                       |
| **OR**     |
| ** ** |
| **o**      | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13  OR 15(d)   OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** ** | ** ** | **FOR THE TRANSITION PERIOD FROM             TO**       |

 

**Commission file number 33-99294**

 

**JOHNDEERE OWNER TRUST 2005**

(Exact name of registrantas specified in its charter)

 
| **Delaware**                                       | ** ** | ** ** | ** ** | **36-7278661**                    |
|----------------------------------------------------|------------|------------|------------|-----------------------------------|
| (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 REGISTERED PURSUANT**

**TO SECTION 12(b) OF THEACT:  NONE**

 

**SECURITIES REGISTERED PURSUANT**

**TO SECTION 12(g) OF THEACT: NONE**

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.

oYes    ýNo

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.

oYes    ýNo

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.   ýYes    oNo

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) isnot contained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 ofthe Exchange Act. (Check one):

 

Large accelerated filer o                                           Acceleratedfilero                                              Non-accelerated filerý

 

Indicate by check mark whether the registrant is ashell company (as defined in Rule 12b-2 of the Act). oYes        ýNo

 

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 f the registrant’s most recently completedsecond fiscal quarter.  Not applicable.

 

 

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ThisAnnual Report on Form 10-K is filed in accordance with letters submittedto the Division of Corporation Finance of the Securities and ExchangeCommission on behalf of similar Trusts by the Servicer and Depositor of theTrust. Accordingly, responses to certain Items have been omitted from ormodified in this report.

 

### **PART I**

 

*Item 1*.                                                            *Business.*

 

NotApplicable.

 

*Item 2.**                                                            Properties.*

 

JohnDeere Owner Trust 2005 (the “Trust”) is a trust established under the laws ofthe State of Delaware by the Trust Agreement dated as of May 15 , 2005(the “Trust Agreement”) between John Deere Receivables, Inc. (the “Seller”)and U.S. Bank Trust National Association, acting thereunder not in itsindividual capacity but solely as trustee of the Trust. John Deere CapitalCorporation (the “Servicer”) is the Servicer under a Sale and ServicingAgreement dated as of May 15, 2005 (the “Sale and Servicing Agreement”)among the Servicer, the Seller and the Trust. On May 26, 2005 (the “ClosingDate”), the Trust issued its Asset Backed Certificates (the “Certificates”)with an aggregate principal amount of $11,275,240. In addition, on the ClosingDate, the Trust issued $183,900,000 aggregate principal amount of Class A-1  3.396% Asset Backed Notes (the “A-1 Notes”),$169,000,000 aggregate principal amount of Class A-2  3.79% Asset Backed Notes (the “A-2 Notes”),$215,000,000 aggregate principal amount of Class A-3  3.98% Asset Backed Notes (the “A-3 Notes”),and $172,600,000 aggregate principal amount of Class A-4 4.16% AssetBacked Notes (the “A-4 Notes” and together with the A-1 Notes, the A-2 Notesand the A-3 Notes, the “Notes”). The Certificates evidence fractional undividedinterests in the Trust. The Seller retained the entire principal amount of theCertificates. The Notes evidence debt obligations of the Trust. The Trustproperty includes (i) agricultural and construction equipment retailinstallment sale and loan contracts (the “Receivables”) secured by new and usedagricultural equipment and construction and forestry equipment (the “FinancedEquipment”) sold to the Trust by the Seller, (ii) all monies (includingaccrued interest) due thereunder on or after May 1, 2005, (iii) suchamounts as from time to time may be held in one or more accounts establishedand maintained by the Servicer pursuant to the Sale and Servicing Agreement orthe Trust Agreement and the short-term investments made from those collections,(iv) the security interests in the Financed Equipment, (v) anyproceeds of repossessed Financed Equipment, (vi) the rights to proceedsfrom claims on physical damage, credit life or disability insurance policies,if any, covering the Financed Equipment or the obligors on the Receivables, asthe case may be, (vii) the rights of the Seller under the PurchaseAgreement dated as of May 15, 2005 (the “Purchase Agreement”) between theServicer and the Seller and (viii) interest earned on short-term investmentsmade by the Trust.

As of May 1, 2005, the Receivables had anaggregate principal balance plus accrued interest of approximately$758,172,874. As of October 31, 2005, the end of the fiscal year of theTrust for which this Form 10-K annual report is being filed, the aggregateprincipal balance of the Receivables remaining in the Trust was approximately$643,793,711.72

 

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Referenceis made to Exhibit 99.1, the Annual Statement of Compliance for the fiscalyear ended October 31, 2005, for additional information regardingprincipal and interest payments in respect of the Certificates and the Notesand information regarding servicing compensation and other fees paid by theTrust during the period from May 26, 2005 through October 31, 2005.

 

*Item 3.**                                                            LegalProceedings.*

 

Theregistrant knows of no material pending legal proceedings involving either theTrust property, Trustee, Seller or Servicer in respect of the Trust.

 

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

 

Nomatter was submitted during the fiscal year covered by this report to a vote ofholders of either the Notes or Certificates.

#### **PART II**

 

*Item 5.*                                                            *Market For Registrant’s Common Equity and RelatedStockholder Matters.*

 

(a)                                  Tothe best knowledge of the registrant, there is no established public market forthe Certificates.

 

(b)                                 Asof November 1, 2005, the Seller was the sole Certificateholder of record.

 

*Item 6.*                                                            *Selected Financial Data.*

 

NotApplicable.

 

*Item 7.*                                                            *Management’s Discussion and Analysis of FinancialCondition and Results of Operations.*

 

NotApplicable.

 

*Item 7A.*                                                    *Quantitative and Qualitative Disclosures AboutMarket Risk.*

 

NotApplicable.

 

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

 

NotApplicable.

 

*Item 9.*                                                            *Changes in and Disagreements With Accountants onAccounting and Financial Disclosure.*

 

None.

 

*Item 9A.*                                                    *Controls and Procedures.*

 

NotApplicable.

 

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#### **PART III**

 

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

 

NotApplicable.

 

*Item 11.*                                                     *Executive Compensation.*

 

NotApplicable.

 

*Item 12.*                                                     *Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters.*

 

NotApplicable.

 

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

 

JohnDeere Receivables, Inc., the Seller, Depositor and sole Certificateholderof record is a wholly-owned subsidiary of John Deere Capital Corporation, theServicer and the Administrator for the Trust. The aggregate servicing fees andadministration fees paid by the Trust to John Deere Capital Corporation duringthe fiscal year are set forth in Exhibit 99.1.

 

*Item 14*.                                                     *Principal Accountant Fees and Services*.

 

NotApplicable.

 

#### **PART IV**

 

*Item 15.*                                                     *Exhibits, Financial Statement Schedules, andReports on Form 8-K.*

 

(a)                                  Thefollowing documents are filed as part of this report.

 

Exhibit No.

 

31.1                           Rule 13a-14(a)/(15d-14(a) Certification

 

99.1                           AnnualStatement of Compliance for the period ended October 31, 2005.

 

99.2                           Officers’Certificate relating to the monthly Collection Period ending October 31,2005.

 

99.3                           IndependentAccountants’ Report.

 

99.4                           Consentof Independent Accountants.

 

(b)                                 Reportson Form 8-K.

 

Currentreports on Form 8-K dated , June 24, July 28, August 30, September 30,October 28, November 30 and  December 21,2005. (Item 5 and 7).

 

(c)                                  NotApplicable.

 

(d)                                 NotApplicable.

 

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**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.**

 

Noannual report, proxy statement, form of proxy or other proxy solicitingmaterial has been sent to certificateholders, and the registrant does notpresently contemplate sending any such materials subsequent to the filing ofthis report.

 

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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 2005 |
|------------------------------------------------------------|------------------------------|
|                                                       |
|                                                       |
|                                                       | By:                          | John Deere  Capital Corporation |
|                                                       |                         | (Servicer) |
|                                                       |                         |   |
|                                                       |                         |   |
|                                                       | By:                          | */s/  James A. Israel* |
|                                                       |                         | James A. Israel |
|                                                       |                         | President |
|                                                       |
| Dated:     January 24,  2006 |

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | ** **                                                                                          |
|----------------------|------------|-----------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                |
| 31.1                 |       | Rule 13a-14(a)/15d-14(a) Certification                                                    |
|                 |       |                                                                                                |
| 99.1                 |       | Annual Statement of Compliance for the period ended October 31,  2005.                         |
|                 |       |                                                                                                |
| 99.2                 |       | Officers’ Certificate relating to the monthly  Collection Period ending October 31, 2005. |
|                 |       |                                                                                                |
| 99.3                 |       | Independent Accountants’ Report.                                                               |
|                 |       |                                                                                                |
| 99.4                 |       | Consent of Independent Accountants.                                                                 |

 

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