** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

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**FORM 10-K**

 

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**(Mark One)**

 

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

**For the fiscal year ended NOVEMBER 3, 2019**

 

**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 of issuing entity: 333-208068-07

Central Index Key Number of issuing entity: 0001767345

 

**JOHN DEERE OWNER TRUST 2019**

(Exact name of issuing entity as specified in its charter)

 

Commission File Number of depositor: 333-208068

Central Index Key Number of depositor: 0000889668

 

**JOHN DEERE RECEIVABLES, INC.**

(Exact name of depositor as specified in its charter)

 

Central Index Key Number of sponsor: 0000027673

 

**JOHN DEERE CAPITAL CORPORATION**

(Exact name of sponsor as specified in its charter)

 

| **Delaware**                               |   | **36-7665840**                      |
|--------------------------------------------|--------|-------------------------------------|
| (State of incorporation   or organization) |   | (IRS Employer   Identification No.) |

 

| **c/o John   Deere Capital Corporation    10587 Double R Boulevard, Suite 100** |   |       |   |                 |
|-------------------------------------------------------------------------------------------|--------|------------|--------|----------------------|
| **Reno,   Nevada**                                                                        |   | **89521**  |   | **(775)   786-5527** |
| (Address of principal executive   offices)                                                |   | (Zip Code) |   | (Telephone Number)   |

 

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

 

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

 

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

oYes   xNo

 

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

oYes    xNo

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period than the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

xYes    oNo

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

oYes    oNo

 

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

 
| Large accelerated   filer o | Accelerated filer o           |
|----------------------------------|------------------------------------|
| Non-accelerated   filer x   | Smaller reporting   company o |
|                             | Emerging growth   company o   |

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

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

oYes   xNo

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Not applicable.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

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

 

None.

 

 

 

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**PART I**

 

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

 
| *Item 1.*                        | *Business.*                  |
|----------------------------------|------------------------------|
| *Item 1A.*                       | *Risk Factors.*              |
| *Item   2**.*                    | *Properties.*                |
| *Item   3**.*                    | *Legal   Proceedings.*       |
| * *                         | * *                     |
| *Item 1B.*                       | *Unresolved Staff Comments*. |
|  

None.

 

*Item 4.* | *Mine Safety Disclosures.*   |
|                             | * *                     |
| None.                            | * *                     |

 

**PART II**

 

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

 
| *Item 5.*  | *Market For Registrant’s Common Equity, Related   Stockholder Matters and Issuer Purchases of Equity Securities.* |
|------------|------------------------------------------------------------------------------------------------------------------------|
| *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*.                                                                                                   |

 

No other information.

 

**PART III**

 

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

 
| *Item 10.* | *Directors, Executive Officers and Corporate   Governance.*                                         |
|------------|-----------------------------------------------------------------------------------------------------|
| *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,   and Director Independence.*                      |
| *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. |
|       |                                                  |   |
|       |                                                  | 1.1  Underwriting Agreement, dated as of March   5, 2019, by and among John Deere Receivables, Inc., John Deere Capital   Corporation and Citigroup Global Markets Inc., Merrill Lynch, Pierce,   Fenner & Smith Incorporated, and HSBC Securities (USA) Inc. as   representatives of the underwriters named therein (incorporated by reference   from Exhibit 1.1 of the Form 8-K dated March 7, 2019, Commission   File No. 333-208068-07) |
|       |                                                  |   |
|       |                                                  | 3.1  Certificate of Incorporation of John Deere Receivables, Inc.   (incorporated by reference to Exhibit 3.1 to registration statement on   Form S-3, Commission File No. 333-87562). |
|       |                                                  |   |
|       |                                                  | 3.2  By-Laws of John Deere   Receivables, Inc. (incorporated by reference to Exhibit 3.2 to   registration statement on Form S-3 filed on January 11, 2006,   Commission File No. 333-130966) |
|       |                                                  |   |
|       |                                                  | 4.1  Indenture, dated as of March 13, 2019,   between John Deere Owner Trust 2019, as issuing entity, and U.S. Bank   National Association, as indenture trustee (incorporated by reference from   Exhibit 4.1 of the Form 8-K dated March 13, 2019, Commission File No.   333-208068-07). |
|       |                                                  |   |
|       |                                                  | 31.1  Rule 13a-14(d)/15d-14(d) 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) |
|       |                                                  |   |
|       |                                                  | 34.1  Report of Independent Registered Public   Accounting Firm (Deloitte & Touche LLP) |
|       |                                                  |   |
|       |                                                  | 34.2  Report of Independent Registered Public   Accounting Firm (Ernst & Young LLP) |
|       |                                                  |   |
|       |                                                  | 35.1  Servicer Compliance Statement of John Deere   Capital Corporation |
|       |                                                  |   |
|       |                                                  | 35.2  Servicer Compliance Statement of Deere   Credit Services, Inc. |
|       |                                                  |   |
|       |                                                  | 99.1  Trust Agreement, dated as of March 12,   2019, between John Deere Receivables, Inc., as depositor, and Wells Fargo   Delaware Trust Company, N.A., as owner trustee (incorporated by reference   from Exhibit 99.1 of the Form 8-K dated March 13, 2019, Commission File No.   333-208068-07). |
|       |                                                  |   |
|       |                                                  | 99.2  Sale and Servicing Agreement, dated as of   March 13, 2019, among John Deere Capital Corporation, as servicer, John Deere   Receivables, Inc., as seller, and John Deere Owner Trust 2019, as issuing   entity (incorporated by reference from Exhibit 99.2 of the Form 8-K dated   March 13, 2019, Commission File No. 333-208068-07). |
|       |                                                  |   |
|       |                                                  | 99.3  Administration Agreement, dated as of March   13, 2019, among John Deere Owner Trust 2019, John Deere Capital Corporation,   as administrator, and U.S. Bank National Association, as indenture trustee (incorporated   by reference from Exhibit 99.3 of the Form 8-K dated March 13, 2019,   Commission File No. 333-208068-07). |

 

2

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|         |     | 99.4  Asset Representations Review Agreement,   dated as of March 13, 2019, among John Deere Owner Trust 2019, as issuing   entity, John Deere Capital Corporation, as servicer, and Clayton Fixed Income   Services LLC, as asset representations reviewer (incorporated by reference   from Exhibit 99.4 of the Form 8-K dated March 13, 2019, Commission File No.   333-208068-07). |
|--------------|----------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |     |                                                                                                                                                                                                                                                                                                                                                                                        |
|         | (b)      | See Item   15(a)(3) above.                                                                                                                                                                                                                                                                                                                                                             |
|         |     |                                                                                                                                                                                                                                                                                                                                                                                        |
|         | (c)      | Not Applicable.                                                                                                                                                                                                                                                                                                                                                                             |
|         |     |                                                                                                                                                                                                                                                                                                                                                                                        |
| *Item   16.* | * * | *Form 10–K   Summary.*                                                                                                                                                                                                                                                                                                                                                            |
|         |     | None.                                                                                                                                                                                                                                                                                                                                                                                       |

 

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

 

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

 

None.

 

*Item 1114(b)(2) of Regulation AB, Credit Enhancement and Other Support, Except for Certain Derivative Instruments (Information Regarding Significant Enhancement Provider (Financial Information)).*

 

None.

 

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

 

Not applicable.

 

*Item 1117 of Regulation AB, Legal Proceedings.*

 

There are no material legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against John Deere Capital Corporation (“JDCC”), as sponsor or servicer, John Deere Receivables, Inc. (“JDRI”), as depositor, Deere Credit Services, Inc. (“DCS”), as sub-servicer, John Deere Owner Trust 2019, as the issuing entity, or any other parties described in Item 1117 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 on investors in the offered Notes.

 

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

 

JDRI, the depositor and holder of a 100% ownership interest in John Deere Owner Trust 2019, the issuing entity, is a wholly owned subsidiary of JDCC, the sponsor, servicer, administrator and originator.  JDRI, a Nevada corporation, is organized for the limited purpose of purchasing retail receivables, transferring those receivables to third parties and performing any activities incidental to, and necessary or convenient for, the accomplishment of those purposes.  JDCC, a Delaware corporation, is a wholly owned subsidiary of John Deere Financial Services, Inc., which is in turn a wholly owned subsidiary of Deere & Company.  The principal business of JDCC and its subsidiaries is providing and administering financing for retail purchases of new equipment manufactured by Deere & Company’s agriculture and turf  and construction and forestry divisions and used equipment taken in trade for this equipment.  JDCC has designated DCS, 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 1122 of 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) |

 

3

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| * * | * * | 34.1   | Report of Independent   Registered Public Accounting Firm (Deloitte & Touche LLP) |
|----------|----------|--------|--------------------------------------------------------------------------------------------|
| * * | * * |   |                                                                                       |
| * * | * * | 34.2   | Report of Independent   Registered Public Accounting Firm (Ernst & Young LLP)     |

 

 

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

 

*Item 1123 of 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. |

 

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

 

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

 

4

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**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.1                  |       | Underwriting   Agreement, dated as of March 5, 2019, by and among John Deere Receivables,   Inc., John Deere Capital Corporation and Citigroup   Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith   Incorporated, and HSBC Securities (USA) Inc. as representatives of the   underwriters named therein (incorporated by reference from Exhibit 1.1 of the   Form 8-K dated March 7, 2019, Commission File No. 333-208068-07) |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.1                  |       | Certificate   of Incorporation of John Deere Receivables, Inc. (incorporated by reference   to Exhibit 3.1 to registration statement on Form S-3, Commission File   No. 333-87562).                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 3.2                  |       | By-Laws   of John Deere Receivables, Inc. (incorporated by reference to Exhibit 3.2 to   registration statement on Form S-3 filed on January 11, 2006, Commission File   No. 333-130966)                                                                                                                                                                                                                                                         |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 4.1                  |       | Indenture,   dated as of March 13, 2019, between John Deere Owner Trust 2019, as issuing   entity, and U.S. Bank National Association, as indenture trustee   (incorporated by reference from Exhibit 4.1 of the Form 8-K dated March 13,   2019, Commission File No. 333-208068-07).                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 31.1                 |       | Rule   13a-14(d)/15d-14(d) 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)                                                                                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 34.1                 |       | Report of   Independent Registered Public Accounting Firm (Deloitte & Touche LLP)                                                                                                                                                                                                                                                                                                                                                            |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 34.2                 |       | Report of   Independent Registered Public Accounting Firm (Ernst & Young LLP)                                                                                                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 35.1                 |       | Servicer   Compliance Statement of John Deere Capital Corporation                                                                                                                                                                                                                                                                                                                                                                                |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 35.2                 |       | Servicer   Compliance Statement of Deere Credit Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 99.1                 |       | Trust   Agreement, dated as of March 12, 2019, between John Deere Receivables, Inc.,   as depositor, and Wells Fargo Delaware Trust Company, N.A., as owner trustee   (incorporated by reference from Exhibit 99.1 of the Form 8-K dated March 13,   2019, Commission File No. 333-208068-07).                                                                                                                                                   |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 99.2                 |       | Sale   and Servicing Agreement, dated as of March 13, 2019, among John Deere Capital   Corporation, as servicer, John Deere Receivables, Inc., as seller, and John   Deere Owner Trust 2019, as issuing entity (incorporated by reference from   Exhibit 99.2 of the Form 8-K dated March 13, 2019, Commission File No.   333-208068-07).                                                                                                        |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 99.3                 |       | Administration   Agreement, dated as of March 13, 2019, among John Deere Owner Trust 2019,   John Deere Capital Corporation, as administrator, and U.S. Bank National   Association, as indenture trustee (incorporated by reference from Exhibit   99.3 of the Form 8-K dated March 13, 2019, Commission File No.   333-208068-07).                                                                                                             |
|                 |       |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 99.4                 |       | Asset   Representations Review Agreement, dated as of March 13, 2019, among John   Deere Owner Trust 2019, as issuing entity, John Deere Capital Corporation, as   servicer, and Clayton Fixed Income Services LLC, as asset representations   reviewer (incorporated by reference from Exhibit 99.4 of the Form 8-K dated   March 13, 2019, Commission File No. 333-208068-07).                                                                 |

 

5

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**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.

 
|                                       | JOHN DEERE OWNER TRUST   2019 |
|--------------------------------------------|-------------------------------|
|                                       |                          |
|                                       |                          |
|                                       | By:                           | John Deere Capital   Corporation |
|                                       |                          | (Servicer) |
|                                       |                          |   |
|                                       |                          |   |
|                                       | By:                           | */s/ Rajesh Kalathur* |
|                                       |                          | Rajesh Kalathur |
|                                       |                          | President |
|                                       |                          |   |
| Dated:     January 24, 2020 |

 

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