Item 1B.Unresolved Staff Comments.
Not applicable
Item 4.
Item 4.Mine Safety Disclosures.
Not applicable
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).
No single obligor represents more than 10% of the pool assets held by Honda Auto Receivables 2014-3 Owner Trust (the “Trust”).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding Significant Enhancement Providers).
No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment on the pool assets held by the Trust or payments on the notes (the “Notes”) or certificates (the “Certificates”) issued by the Trust.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments that are used to alter the payment characteristics of the cashflows from the Trust.
Item 1117 of Regulation AB. Legal Proceedings.
No legal proceedings are pending, and no proceedings are known to be contemplated by governmental authorities, against any of the following companies: American Honda Finance Corporation (the “Sponsor”), American Honda Receivables LLC (the “Depositor”), Deutsche Bank Trust Company Delaware (the “Owner Trustee”) or the Trust, or of which any property of the foregoing is the subject, that are or would be material to holders of the Notes or the Certificates.
The Bank of New York Mellon (the “Indenture Trustee”) has provided the additional information contained in the following paragraph for purposes of compliance with Regulation AB.
“In the ordinary course of business, The Bank of New York Mellon is named as a defendant in or made a party to pending and potential legal actions. In connection with its role as trustee of certain residential mortgage-backed securitization (“RMBS”) transactions, The Bank of New York Mellon has been named as a defendant in a number of legal actions brought by RMBS investors. These lawsuits allege that the trustee had expansive duties under the governing agreements, including the duty to investigate and pursue breach of representation and warranty claims against other parties to the RMBS transactions. While it is inherently difficult to predict the eventual outcomes of pending actions, The Bank of New York Mellon denies liability and intends to defend the litigations vigorously.”
- 2 -
PART II
The following items have been omitted in accordance with General Instruction J to Form 10-K:
(a)Item 5, Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(b)Item 6, Selected Financial Data
(c)Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
(d)Item 7A, Quantitative and Qualitative Disclosures About Market Risk
(e)Item 8, Financial Statements and Supplementary Data
(f)Item 9, Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
(g)Item 9A, Controls and Procedures
Item 9B.
Item 9B.Other Information.
Not applicable.
PART III
The following items have been omitted in accordance with General Instruction J to Form 10-K:
(a)Item 10, Directors, Executive Officers and Corporate Governance
(b)Item 11, Executive Compensation
(c)Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(d)Item 13, Certain Relationships and Related Transactions, and Director Independence
(e)Item 14, Principal Accountant Fees and Services
Substitute information provided in accordance with General Instruction J to Form 10-K:
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
The Sponsor (in its role as servicer) and the Indenture Trustee (together, the “Servicing Parties”) have each been identified by the registrant as a party participating in the servicing function with respect to the asset pool held by the Trust. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a “Servicing Report”), which Servicing Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an “Attestation Report”) by one or more registered public accounting firms, which Attestation Reports are also attached as exhibits to this Form 10-K. Neither of the Servicing Reports prepared by the Sponsor or the Indenture Trustee, or the Attestation Reports provided by the Sponsor or the Indenture Trustee, has identified any material instance of noncompliance with the servicing criteria applicable to the respective Servicing Party.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Sponsor (in its role as servicer) has been identified by the registrant as a servicer with respect to the asset pool held by the Trust. The Sponsor has completed a statement of compliance with applicable servicing criteria (a “Compliance Statement”), signed by an authorized officer of the Sponsor. The Compliance Statement is attached as an exhibit to this Form 10-K.
- 3 -
PART IV
Item 15.
Item 15.Exhibits and Financial Statement Schedules.
(a)(1)Not applicable.
(a)(2)Not applicable.
(a)(3)The exhibits filed in response to Item 601 of Regulation S-K are listed in Item 15(b) below.
(b)Exhibits required by Item 601 of Regulation S-K.
The exhibits listed below are either included or incorporated by reference as indicated:
Exhibit 3.1 - Certificate of Formation of the Depositor, filed with the secretary of state of Delaware on March 16, 2011, incorporated by reference to Amendment No. 1 to Registration Statement on Form S-3 (Reg. No. 333-173202), filed with the SEC by the Depositor on April 25, 2011.
Exhibit 3.2 - Limited Liability Company Agreement of the Depositor, in effect since March 28, 2011, incorporated by reference to Amendment No. 1 to Registration Statement on Form S-3 (Reg. No. 333-173202), filed with the SEC by the Depositor on April 25, 2011.
Exhibit 4.1 - Indenture, dated August 20, 2014, between Honda Auto Receivables 2014-3 Owner Trust and The Bank of New York Mellon, as indenture trustee, incorporated by reference to Exhibit 4.1 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 4.2 - Amended and Restated Trust Agreement, dated August 20, 2014, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee, incorporated by reference to Exhibit 4.2 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 31.1 - Certification of senior officer in charge of the servicing function of the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1 - Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of American Honda Finance Corporation.
Exhibit 33.2 - Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of The Bank of New York Mellon.
Exhibit 34.1 - Attestation Report on Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of American Honda Finance Corporation.
Exhibit 34.2 - Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of The Bank of New York Mellon.
Exhibit 35.1 - Servicing Compliance Statement of American Honda Finance Corporation.
Exhibit 99.1 - Sale and Servicing Agreement, dated August 20, 2014, among Honda Auto Receivables 2014-3 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation, incorporated by reference to Exhibit 99.1 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 99.2 - Receivables Purchase Agreement, dated August 20, 2014, between American Honda Finance Corporation and American Honda Receivables LLC, incorporated by reference to Exhibit 99.2 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 99.3 - Administration Agreement, dated August 20, 2014, among Honda Auto Receivables 2014-3 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and The Bank of New York Mellon, as indenture trustee, incorporated by reference to Exhibit 99.3 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
- 4 -
Exhibit 99.4 - Control Agreement, dated August 20, 2014, among American Honda Receivables LLC, Honda Auto Receivables 2014-3 Owner Trust, American Honda Finance Corporation, and The Bank of New York Mellon, as indenture trustee, as assignee-secured party, and as securities intermediary, incorporated by reference to Exhibit 99.4 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
(c)Not applicable.
- 5 -
SIGNATURES
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 hereunto duly authorized.
- 6 -
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 to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent to security holders or is anticipated to be furnished to security holders subsequent to the filing of this annual report on Form 10-K.
- 7 -
EXHIBIT INDEX
Exhibit Description
Exhibit 3.1 - Certificate of Formation of the Depositor, filed with the secretary of state of Delaware on March 16, 2011, incorporated by reference to Amendment No. 1 to Registration Statement on Form S-3 (Reg. No. 333-173202), filed with the SEC by the Depositor on April 25, 2011.
Exhibit 3.2 - Limited Liability Company Agreement of the Depositor, in effect since March 28, 2011, incorporated by reference to Amendment No. 1 to Registration Statement on Form S-3 (Reg. No. 333-173202), filed with the SEC by the Depositor on April 25, 2011.
Exhibit 4.1 - Indenture, dated August 20, 2014, between Honda Auto Receivables 2014-3 Owner Trust and The Bank of New York Mellon, as indenture trustee, incorporated by reference to Exhibit 4.1 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 4.2 - Amended and Restated Trust Agreement, dated August 20, 2014, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee, incorporated by reference to Exhibit 4.2 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 31.1 - Certification of senior officer in charge of the servicing function of the servicer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 33.1 - Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of American Honda Finance Corporation.
Exhibit 33.2 - Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of The Bank of New York Mellon.
Exhibit 34.1 - Attestation Report on Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of American Honda Finance Corporation.
Exhibit 34.2 - Attestation Report on Assessment of Compliance with Servicing Criteria for Asset-Backed Securities of KPMG LLP, on behalf of The Bank of New York Mellon.
Exhibit 35.1 - Servicing Compliance Statement of American Honda Finance Corporation.
Exhibit 99.1 - Sale and Servicing Agreement, dated August 20, 2014, among Honda Auto Receivables 2014-3 Owner Trust, American Honda Receivables LLC and American Honda Finance Corporation, incorporated by reference to Exhibit 99.1 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 99.2 - Receivables Purchase Agreement, dated August 20, 2014, between American Honda Finance Corporation and American Honda Receivables LLC, incorporated by reference to Exhibit 99.2 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 99.3 - Administration Agreement, dated August 20, 2014, among Honda Auto Receivables 2014-3 Owner Trust, American Honda Finance Corporation, American Honda Receivables LLC and The Bank of New York Mellon, as indenture trustee, incorporated by reference to Exhibit 99.3 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
Exhibit 99.4 - Control Agreement, dated August 20, 2014, among American Honda Receivables LLC, Honda Auto Receivables 2014-3 Owner Trust, American Honda Finance Corporation, and The Bank of New York Mellon, as indenture trustee, as assignee-secured party, and as securities intermediary, incorporated by reference to Exhibit 99.4 on Form 8-K dated August 20, 2014, and filed by the registrant on August 20, 2014.
- 8 -