**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, 2004**                                                                   |
|       |       |                                                                                                             |
|       |       | **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**

 

**JOHN DEERE OWNER TRUST 2004******(Exact name of registrant asspecified 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 PURSUANTTO SECTION 12(b) OF THE ACT:  NONE**

 

**SECURITIES REGISTERED PURSUANTTO SECTION 12(g) 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.  Yes   ý  No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K 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 or anyamendment to this Form 10-K.     ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2). Yes  o   No  ý

 

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter. Not applicable.

 

 

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ThisAnnual Report on Form 10-K is filed in accordance with letters submitted to theDivision of Corporation Finance of the Securities and Exchange Commission on behalfof similar Trusts by the Servicer and Depositor of the Trust. Accordingly,responses to certain Items have been omitted from or modified in this report.

 

### **PART I**

*Item 1**.*                                                        *Business**.*

NotApplicable.

*Item 2**.*                                                        *Properties**.*

JohnDeere Owner Trust 2004 (the “Trust”) is a trust established under the laws ofthe State of Delaware by the Trust Agreement dated as of April 15, 2004 (the“Trust Agreement”) between John Deere Receivables, Inc. (the “Seller”) and U.S.Bank Trust National Association, acting thereunder not in its individualcapacity but solely as trustee of the Trust. John Deere Capital Corporation(the “Servicer”) is the Servicer under a Sale and Servicing Agreement dated asof April 15, 2004 (the “Sale and Servicing Agreement”) among the Servicer, theSeller and the Trust. On April 21, 2004 (the “Closing Date”), the Trust issuedits Asset Backed Certificates (the “Certificates”) with an aggregate principalamount of $3,778,476. In addition, on the Closing Date, the Trust issued$205,000,000 aggregate principal amount of Class A-1  1.14% Asset Backed Notes (the “A-1 Notes”),$186,000,000 aggregate principal amount of Class A-2  1.68% Asset Backed Notes (the “A-2 Notes”),$185,000,000 aggregate principal amount of Class A-3 2.32% Asset Backed Notes(the “A-3 Notes”), $158,280,000 aggregate principal amount of Class A-4 3.02%Asset Backed Notes (the “A-4 Notes”) and $18,930,000 aggregate principal amountof Class B 2.90% Asset Backed Notes (the “B Notes” and together with the A-1Notes, the A-2 Notes, the A-3 Notes and the A-4 Notes, the “Notes”). TheCertificates evidence fractional undivided interests in the Trust. The Sellerretained the entire principal amount of the Certificates. The Notes evidencedebt obligations of the Trust. The Trust property includes (i) agricultural andconstruction equipment retail installment sale and loan contracts (the“Receivables”) secured by new and used agricultural equipment and constructionand forestry equipment (the “Financed Equipment”) sold to the Trust by the Seller,(ii) all monies (including accrued interest) due thereunder on or after March28, 2004, (iii) such amounts as from time to time may be held in one or moreaccounts established and maintained by the Servicer pursuant to the Sale andServicing Agreement or the Trust Agreement and the short-term investments madefrom those collections, (iv) the security interests in the Financed Equipment,(v) any proceeds 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 Purchase Agreementdated as of April 15, 2004 (the “Purchase Agreement”) between the Servicer andthe Seller and (viii) interest earned on short-term investments made by theTrust.

Asof March 28, 2004, the Receivables had an aggregate principal balance plusaccrued interest of approximately $758,035,901. As of October 31, 2004, the endof the fiscal year of the Trust for which this Form 10-K annual report is beingfiled, the aggregate principal balance of the Receivables remaining in theTrust was approximately $614,552,748.

 

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Referenceis made to Exhibit 99.1, the Annual Statement of Compliance for the fiscal yearended October 31, 2004, for additional information regarding principal andinterest payments in respect of the Certificates and the Notes and informationregarding servicing compensation and other fees paid by the Trust during theperiod from April 21, 2004 through October 31, 2004.

*Item 3**.*                                                       *Legal Proceedings**.*

The registrant knows of no material pending legal proceedings involvingeither the Trust property, Trustee, Seller or Servicer in respect of the Trust.

*Item 4**.*                                                       *Submission of Matters to a Voteof 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 CommonEquity and Related Stockholder Matters**.*

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

 

(b)         As of November 1, 2004, the Seller was thesole Certificateholder of record.

 

*Item 6**.*                                                       *Selected Financial Data**.*

NotApplicable.

 

*Item 7**.*                                                       *Management’s Discussion andAnalysis of Financial Condition and Results of Operations**.*

NotApplicable.

 

*Item 7A**.*                                               *Quantitative and QualitativeDisclosures About Market Risk**.*

 

NotApplicable.

 

*Item 8**.*                                                       *Financial Statements andSupplementary Data**.*

 

NotApplicable.

 

*Item 9**.*                                                       *Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure**.*

 

None.

 

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

 

NotApplicable.

 

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#### **PART III**

 

*Item 10**.*                                                *Directors and Executive Officersof the Registrant**.*

 

NotApplicable.

 

*Item 11**.*                                                *Executive Compensation**.*

 

NotApplicable.

 

*Item 12**.*                                                *Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters**.*

 

NotApplicable.

 

*Item 13**.*                                                *Certain Relationships and RelatedTransactions**.*

 

JohnDeere Receivables, Inc., the Seller, Depositor and sole Certificateholder ofrecord 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 Feesand Services**.*

 

NotApplicable.

#### **PART IV**

 

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

 

(a)                             The following documents are filed as part ofthis report.

 

Exhibit No.

 

99.1                  Annual Statement of Compliance for the periodended October 31, 2004.

 

99.2                  Officers’ Certificate relating to the monthlycollection period ending October 31, 2004.

 

99.3                  Independent Accountants’ Report.

 

99.4                  Consent of Independent Accountants.

 

(b)                            Reports on Form 8-K.

 

Currentreports on Form 8-K dated May 21, June 16, July 15, August 16, September 15,October 15, November 17, December 15, 2004 and January 18, 2005. (Item 5 and7).

 

(c)                             Not Applicable.

 

(d)                            Not Applicable.

 

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**Supplemental information to be furnished with reports filed pursuant toSection 15(d) of the Act by Registrants which have not registered Securitiespursuant to Section 12 of 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**

 

Pursuantto the requirements 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 2004 |
|-------------------------------------------------------------|------------------------------|
|                                                        |                         |
|                                                        |                         |
|                                                        | By:                          | John  Deere Capital Corporation |
|                                                        |                         | (Servicer) |
|                                                        |                         |
|                                                        |                         |
| * *                                                    | By:                          | * * | */s/  Jon D. Volkert* | * * |
|                                                        |                         | Jon  D. Volkert |
|                                                        |                         | President |
|                                                        |
| Dated:      January  28, 2005 |
|                                                             |                              |  |  |  |

 

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# **EXHIBITINDEX**

 
| **Exhibit No.** |   |                                                                                            |
|-----------------|--------|-------------------------------------------------------------------------------------------------|
|            |   |                                                                                            |
| 31.1            |   | Rule  13a-14(a)/15d-14(a) Certification                                                         |
|            |   |                                                                                            |
| 99.1            |   | Annual  Statement of Compliance for the period ended October 31, 2004.                          |
|            |   |                                                                                            |
| 99.2            |   | Officers’  Certificate relating to the monthly Collection Period ending October 31,  2004. |
|            |   |                                                                                            |
| 99.3            |   | Independent  Accountants’ Report.                                                          |
|            |   |                                                                                            |
| 99.4            |   | Consent  of Independent Accountants.                                                            |

 

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