Form 10-K John Deere Owner Trust For: Oct 31

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

 

 

FORM 10-K

 

 

(Mark One) 

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

For the fiscal year ended OCTOBER 31, 2021

 

or

 

¨ 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: 333-228964-01 

Central Index Key Number of issuing entity: 0001781565

 

JOHN DEERE OWNER TRUST 2019-B 

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

 

Commission File Number of depositor: 333-228964 

Central Index Key Number of depositor: 0001762590

 

JOHN DEERE RECEIVABLES LLC 

(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		30-6661594
(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: 

Title of each class		Trading symbol		Name of each exchange on which registered
N/A		N/A		N/A

 

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. 

¨Yes   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.

¨Yes    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    ¨No

 

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). ¨Yes    ¨No

 

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.

 

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

 

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. ¨

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of  the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

 

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

¨Yes   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.

 

 

 

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.   None.		Mine Safety Disclosures.

 

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.		[Reserved].
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.
Item 9C.		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.

 

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.

 

 

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 July 16, 2019, among John Deere Receivables LLC, John Deere Capital Corporation, and RBC Capital Markets, LLC, Barclays Capital Inc., and MUFG Securities Americas Inc., as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Form 8-K of registrant filed July 18, 2019, Commission File No. 333-228964-01).
		3.1  Articles of Organization of John Deere Receivables LLC (incorporated by reference to Exhibit 3.1 to registration statement on Form SF-3/A filed January 14, 2019, Commission File No. 333-228964).
		3.2  Limited Liability Company Agreement of John Deere Receivables LLC (incorporated by reference to Exhibit 3.2 to registration statement on Form SF-3/A filed January 14, 2019, Commission File No. 333-228964).
		4.1  Indenture, dated July 24, 2019, between the registrant, as issuing entity, and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
		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 July 23, 2019, between John Deere Receivables LLC, as depositor, and Wells Fargo Delaware Trust Company, N.A., as owner trustee (incorporated by reference to Exhibit 99.1 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
		99.2  Sale and Servicing Agreement, dated July 24, 2019, among John Deere Capital Corporation, as servicer, John Deere Receivables LLC, as seller, and the registrant, as issuing entity (incorporated by reference to Exhibit 99.2 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
		99.3  Administration Agreement, dated July 24, 2019, among the registrant, as issuer, John Deere Capital Corporation, as administrator, and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 99.3 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).

 

 

		99.4  Asset Representations Review Agreement, dated July 24, 2019, among the registrant, as issuing entity, John Deere Capital Corporation, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (incorporated by reference to Exhibit 99.4 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
	(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 LLC (“JDR”), as depositor, Deere Credit Services, Inc. (“DCS”), as sub-servicer, John Deere Owner Trust 2019-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.

 

JDR, the depositor and holder of a 100% ownership interest in John Deere Owner Trust 2019-B, the issuing entity, is a wholly-owned subsidiary of JDCC, the sponsor, servicer, administrator, and originator. JDR, a Nevada limited liability company, 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 production and precision agriculture operations, small agriculture and turf operations, and construction and forestry operations 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).
		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.

 

 

EXHIBIT INDEX

 

Exhibit No.
1.1		Underwriting Agreement, dated July 16, 2019, among John Deere Receivables LLC, John Deere Capital Corporation, and RBC Capital Markets, LLC, Barclays Capital Inc., and MUFG Securities Americas Inc., as representatives of the underwriters named therein (incorporated by reference to Exhibit 1.1 to the Form 8-K of registrant filed July 18, 2019, Commission File No. 333-228964-01).
3.1		Articles of Organization of John Deere Receivables LLC (incorporated by reference to Exhibit 3.1 to registration statement on Form SF-3/A filed January 14, 2019, Commission File No. 333-228964).
3.2		Limited Liability Company Agreement of John Deere Receivables LLC (incorporated by reference to Exhibit 3.2 to registration statement on Form SF-3/A filed January 14, 2019, Commission File No. 333-228964).
4.1		Indenture, dated July 24, 2019, between the registrant, as issuing entity, and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
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 July 23, 2019, between John Deere Receivables LLC, as depositor, and Wells Fargo Delaware Trust Company, N.A., as owner trustee (incorporated by reference to Exhibit 99.1 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
99.2		Sale and Servicing Agreement, dated July 24, 2019, among John Deere Capital Corporation, as servicer, John Deere Receivables LLC, as seller, and the registrant, as issuing entity (incorporated by reference to Exhibit 99.2 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
99.3		Administration Agreement, dated July 24, 2019, among the registrant, as issuer, John Deere Capital Corporation, as administrator, and U.S. Bank National Association, as indenture trustee (incorporated by reference to Exhibit 99.3 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).
99.4		Asset Representations Review Agreement, dated July 24, 2019, among the registrant, as issuing entity, John Deere Capital Corporation, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (incorporated by reference to Exhibit 99.4 to the Form 8-K of registrant filed July 24, 2019, Commission File No. 333-228964-01).

 

 

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-B
	By:	John Deere Capital Corporation
		(Servicer)
	By:	/s/ Rajesh Kalathur
		Rajesh Kalathur
		President
Dated: January 21, 2022

 

 

 

Exhibit 31.1

 

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

 

I, Rajesh Kalathur, certify that:

 

1.            I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of John Deere Owner Trust 2019-B (the “Exchange Act periodic reports”);

 

2.            Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.            Based on my knowledge, all of the distribution, servicing, and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;

 

4.            I am responsible for reviewing the activities performed by the servicers and based on my knowledge and the compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreement in all material respects; and

 

5.            All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

 

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: U.S. Bank National Association (as indenture trustee).

 

 

Date: January 21, 2022	By:	/s/ Rajesh Kalathur
		Rajesh Kalathur
		President of John Deere Capital Corporation
		(as Servicer)

 

 

 

 

Exhibit 33.1

 

John Deere Capital Corporation’s Report on Assessment of Compliance with

SEC Regulation AB Servicing Criteria

 

 

The undersigned has caused an assessment to be made of John Deere Capital Corporation and its subsidiaries’ compliance with the servicing criteria set forth in Regulation AB.

 

John Deere Capital Corporation (the “Asserting Party”) is responsible for assessing compliance as of October 31, 2021 and for the period November 2, 2020 to October 31, 2021 (the “Reporting Period”) with the servicing criteria set forth Item 1122(d) of the Securities and Exchange Commission’s Regulation AB, excluding criteria in Items 1122(d)(1)(iii) pertaining to maintaining a back-up servicer, (d)(1)(iv) requirements of a fidelity bond and errors and omissions insurance, (d)(2)(vi) safeguarding of checks, (d)(2)(ii) and (d)(3)(ii) – (iv) pertaining to the actual disbursement or remittance of funds to investors (which disbursement is the responsibility of a different party participating in the servicing function), and (d)(4)(ix) – (xiii) and (xv), which the Asserting Party has concluded are not applicable to the servicing activities it and its subsidiaries perform with respect to the asset-backed securities transactions covered by this report (the “Applicable Servicing Criteria”). The transactions covered by this report include the asset-backed securities transactions for which the Asserting Party served as servicer and any of its subsidiaries served as sub-servicer that are backed by the same asset type backing the asset backed securities that were completed after January 1, 2006 (being, the John Deere Owner Trust 2018-B securities issued July 25, 2018, the John Deere Owner Trust 2019 securities issued March 13, 2019, the John Deere Owner Trust 2019-B securities issued July 24, 2019, the John Deere Owner Trust 2020 securities issued March 11, 2020, the John Deere Owner Trust 2020-B securities issued July 22, 2020, the John Deere Owner Trust 2021 securities issued March 10, 2021, and the John Deere Owner Trust 2021-B securities issued July 21, 2021) and registered with the SEC pursuant to the Securities Act of 1933 (the “Platform”).

 

The Asserting Party has assessed its and its subsidiaries’ compliance with the Applicable Servicing Criteria as of October 31, 2021 and for the period November 2, 2020 to October 31, 2021 and has concluded that the Asserting Party and its subsidiaries have complied, in all material respects, with the Applicable Servicing Criteria with respect to the Platform taken as a whole.

 

Deloitte & Touche LLP, an independent registered public accounting firm, has issued an attestation report on the undersigned’s assessment of compliance with the Applicable Servicing Criteria as of October 31, 2021, and for the Reporting Period as set forth in this assessment.

 

 

Date: January 10, 2022		John Deere Capital Corporation
	By:	/s/ Steven N. Owenson
		Steven N. Owenson
		Senior Vice President and Controller

 

 

 

Exhibit 33.2

 

Management's Assertion

 

Report on Assessment of Compliance with Applicable Servicing Criteria

 

U.S. Bank National Association (“U.S. Bank”) is responsible for assessing compliance as of and for the year ended October 31, 2021 with the servicing criteria set forth in Item 1122(d) of Regulation AB applicable to it as set forth on Exhibit A hereto. This report covers asset backed securities transactions within the U.S. Bank Corporate Trust Asset-Backed Securities Platform¹ (the “Platform”).

 

U.S. Bank hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

 

1.

U.S. Bank is responsible for assessing its compliance with the servicing criteria applicable to it as noted on the accompanying Exhibit A;

 

2.

Except as set forth in paragraph 3 below, U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess its compliance with the applicable servicing criteria;

 

3.

The criteria listed in the column titled “Inapplicable Servicing Criteria” on Exhibit A hereto are inapplicable to U.S. Bank based on the activities it performs directly with respect to the Platform;

 

4.

U.S. Bank has complied, in all material respects, with the applicable servicing criteria as of and for the year ended October 31, 2021; and

 

5.

Ernst & Young, LLP, a registered public accounting firm, has issued an attestation report on U.S. Bank’s assessment of compliance with the applicable servicing criteria as of and for the year ended October 31, 2021.

 

	U.S. BANK NATIONAL ASSOCIATION
	/s/ John Stern
	Name: John Stern
	Title: Executive Vice President

 

Date: December 21, 2021

 

¹ The U.S. Bank Corporate Trust Asset-Backed Securities Platform (the "Platform") consists of the activities involved in the performance of servicing functions for which the Company provides trustee, securities administration, registrar and paying agent services for (i) publicly issued asset-backed and mortgage-backed securities transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset- backed transactions for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.

 

 

 

EXHIBIT A to Management’s Assertion

 

Reference	Servicing Criteria	Applicable Servicing Criteria	Inapplicable Servicing Criteria
General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.		X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.		X
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained.		X
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.		X
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.		X
Cash Collection and Administration
1122(d)(2)(i)	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.		X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.		X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.		X

 

Corporate Trust ABS Platform

 

 

Reference	Servicing Criteria	Applicable Servicing Criteria	Inapplicable Servicing Criteria
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.		X
Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer.		X
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	X
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	X
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	X
Pool Asset Administration
1122(d)(4)(i)	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents.		X
1122(d)(4)(ii)	Pool assets and related documents are safeguarded as required by the transaction agreements.		X
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.		X
1122(d)(4)(iv)	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents.		X
1122(d)(4)(v)	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.		X

 

Corporate Trust ABS Platform

 

 

Reference	Servicing Criteria	Applicable Servicing Criteria	Inapplicable Servicing Criteria
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.		X
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.		X
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).		X
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.		X
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.		X
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.		X
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.		X
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.		X

 

Corporate Trust ABS Platform

 

 

 

Exhibit 34.1

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Shareholder

John Deere Capital Corporation

 

 

We have examined management of John Deere Capital Corporation’s assertion, included in the accompanying John Deere Capital Corporation’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, that John Deere Capital Corporation (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the John Deere Owner Trust issuances that were completed after January 1, 2006 and registered with the SEC pursuant to the Securities Act of 1933 (the "Platform"), excluding criteria in Items 1122(d) (1)(iii), pertaining to maintaining a back-up servicer, 1122(d)(1)(iv), requirements of a fidelity bond and errors and omissions insurance, 1122(d)(2)(vi), safeguarding of checks, 1122(d)(2)(ii) and (d)(3)(ii) – (iv) pertaining to the actual disbursement or remittance of funds to investors (which disbursement is the responsibility of a different party participating in the servicing function), and 1122(d)(4)(ix)-(xiii) and (xv), which management has determined are not applicable to the activities performed by the Company with respect to the Platform, (the “servicing criteria”), as of October 31, 2021 and for the period November 2, 2020 through October 31, 2021 (JDOT 2018-B, JDOT 2019, JDOT 2019-B, JDOT 2020, JDOT 2020-B), from March 10, 2021 (inception), through October 31, 2021 (JDOT 2021), and July 21, 2021 (inception), through October 31, 2021 (JDOT 2021-B). Management’s assertion identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria and its assertion. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination.

 

Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether management’s assertion about compliance with the servicing criteria is fairly stated, in all material respects, and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform. Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered

 

 

by this report. We believe that the evidence we obtained in our examination is sufficient and appropriate to provide a reasonable basis for our opinion.

 

Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.

 

In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of October 31, 2021 and for the period November 2, 2020 through October 31, 2021 (JDOT 2018-B, JDOT 2019, JDOT 2019-B, JDOT 2020, JDOT 2020-B), from March 10, 2021 (inception), through October 31, 2021 (JDOT 2021), and July 21, 2021 (inception), through October 31, 2021 (JDOT 2021-B), for the John Deere Owner Trust that were completed after January 1, 2006 and registered with the SEC pursuant to the Securities Act of 1933, is fairly stated, in all material respects.

 

 

/s/ DELOITTE & TOUCHE LLP

 

Chicago, IL

 

January 10, 2022

 

 

 

 

 

Exhibit 34.2

  

Report of Independent Registered Public Accounting Firm

 

The Board of Directors

U.S. Bank National Association

 

We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance with Applicable Servicing Criteria, that U.S. Bank National Association (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the U.S. Bank Corporate Trust Asset-Backed Securities Platform (the “Platform”), for which the Company provides trustee, securities administration, registrar and paying agent services, as of and for the year ended October 31, 2021, except for servicing criteria Items 1122 (d)(1)(i)-(v), 1122 (d)(2)(i), 1122 (d)(2)(iii), 1122 (d)(2)(vi)-(vii), 1122 (d)(3)(i), and 1122 (d)(4)(i)-(xv), which the Company has determined are not applicable to the activities it performs with respect to the servicing platform covered by this report. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination.

 

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.

 

Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.

 

In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended October 31, 2021, for the U.S. Bank Corporate Trust Asset-Backed Securities Platform is fairly stated, in all material respects.

 

 

/s/Ernst & Young LLP

 

Minneapolis, Minnesota

December 21, 2021

 

 

 

 

Exhibit 35.1

 

Servicer Compliance Statement of John Deere Capital Corporation

 

I, Katrin Watkins, Assistant Secretary of John Deere Capital Corporation, state:

 

A review of John Deere Capital Corporation’s activities for the period from November 2, 2020 through October 31, 2021 (the “Reporting Period”) and of John Deere Capital Corporation’s performance under the Sale and Servicing Agreement dated as of July 24, 2019 among John Deere Capital Corporation, John Deere Receivables LLC and John Deere Owner Trust 2019-B has been made under my supervision, and to the best of my knowledge based on such review, John Deere Capital Corporation has fulfilled all its obligations under all relevant agreements in all material respects throughout the Reporting Period.

 

 

Date: January 10, 2022		John Deere Capital Corporation
	By:	/s/ Katrin Watkins
		Katrin Watkins
		Assistant Secretary

 

 

 

Exhibit 35.2

 

Servicer Compliance Statement of Deere Credit Services, Inc.

 

I, Steven N. Owenson, Senior Vice President and Finance Director of Deere Credit Services, Inc., state:

 

A review of Deere Credit Services, Inc.’s activities for the period from November 2, 2020 through October 31, 2021 (the “Reporting Period”) and of Deere Credit Services, Inc.’s performance under the Sale and Servicing Agreement dated as of July 24, 2019 among John Deere Capital Corporation, John Deere Receivables LLC and John Deere Owner Trust 2019-B has been made under my supervision, and to the best of my knowledge based on such review, Deere Credit Services, Inc. has fulfilled all its obligations under all relevant agreements in all material respects throughout the Reporting Period.

 

 

Date: January 10, 2022		Deere Credit Services, Inc.
	By:	/s/ Steven N. Owenson
		Steven N. Owenson
		Senior Vice President and Finance Director

 

 

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