Item 5.
Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6.
Item 6.
Selected Financial Data.
Item 7.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A.
Controls and Procedures.
Item 9B.
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.
Item 10.
Directors, Executive Officers and Corporate Governance.
Item 11.
Item 11.
Executive Compensation.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Item 14.
Item 14.
Principal Accountant Fees and Services.
PART IV
Item 15.
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 September 1, 2015, by and among John Deere Receivables, Inc., as seller, John Deere Capital Corporation, as servicer, and RBC Capital Markets LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, (incorporated by reference from Exhibit 1.1 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03)
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 September 9, 2015, between John Deere Owner Trust 2015-B and U.S. 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 September 9, 2015, Commission File No. 333- 197204-03).
10.1 Sale and Servicing Agreement, dated as of September 9, 2015, among John Deere Capital Corporation, as servicer, John Deere Receivables, Inc., as seller, and John Deere Owner Trust 2015-B, as issuing entity, (incorporated by reference from Exhibit 10.1 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
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 September 2, 2015, 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 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
99.2 Administration Agreement, dated as of September 9, 2015, among John Deere Owner Trust 2015-B, John Deere Capital Corporation, as administrator, and U.S. Bank National Association, as indenture trustee, (incorporated by reference from Exhibit 99.2 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
(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 2015-B, 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 2015-B, 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.
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria.
Item 1123 of Regulation AB, Servicer Compliance Statement.
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.
EXHIBIT INDEX
Exhibit No.
1.1
Underwriting Agreement, dated as of September 1, 2015, by and among John Deere Receivables, Inc., as seller, John Deere Capital Corporation, as servicer, and RBC Capital Markets LLC, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters named therein, (incorporated by reference from Exhibit 1.1 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03)
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 September 9, 2015, between John Deere Owner Trust 2015-B and U.S. 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 September 9, 2015, Commission File No. 333- 197204-03).
10.1
Sale and Servicing Agreement, dated as of September 9, 2015, among John Deere Capital Corporation, as servicer, John Deere Receivables, Inc., as seller, and John Deere Owner Trust 2015-B, as issuing entity, (incorporated by reference from Exhibit 10.1 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
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 September 2, 2015, 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 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
99.2
Administration Agreement, dated as of September 9, 2015, among John Deere Owner Trust 2015-B, John Deere Capital Corporation, as administrator, and U.S. Bank National Association, as indenture trustee, (incorporated by reference from Exhibit 99.2 to the Current Report filed on Form 8-K on September 9, 2015, Commission File No. 333-197204-03).
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.