Item 1.
Business *
Item 1A.
Item 1A.
Risk Factors *
Item 1B.
Item 1B.
Unresolved Staff Comments
Item 2.
Item 2.
Properties *
Item 3.
Item 3.
Legal Proceedings *
Item 4.
Item 4.
Mine Safety Disclosures
Part II.
Item 5.
Item 5.
Market for Registrant’s Common Equity, Related Shareholder 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
Part III.
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
* Item is omitted in accordance with General Instructions J to Form 10-K.
Part I
Item 1B. Unresolved Staff Comments
Not applicable.
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).
There are no significant obligors with respect to the pool assets held by Huntington Auto Trust 2012-2 (the “Issuing Entity”).
Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any external credit enhancement or other support with respect to either payment of the pool assets held by the Issuing Entity or payments on the notes (the “Notes”) or certificates (the “Certificates”) issued by the Issuing Entity.
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 cash flows from the Issuing Entity.
Item 1117 of Regulation AB. Legal Proceedings.
There are no current legal proceedings pending, or to the best knowledge of management of such entity, threatened, against the Issuing Entity, the sponsor, the servicer or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the Notes.
Deutsche Bank Trust Company Americas (“DBTCA”) has been named as a defendant in civil litigation concerning its role as trustee of certain residential mortgage backed securities (“RMBS”) trusts. On June 18, 2014, a group of investors (“Plaintiff Investors”) filed a civil action against DBTCA and Deutsche Bank National Trust Company (“DBNTC”) in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on DBTCA’s and DBNTC’s alleged failure to perform their obligations as trustees for the trusts (the “NY Derivative Action”). An amended complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff Investors moved to voluntarily
dismiss the NY Derivative Action without prejudice. Also on November 24, 2014, substantially the same group of Plaintiff Investors filed a civil action against DBTCA and DBNTC in the United States District Court for the Southern District of New York (the “SDNY Action”), making substantially the same allegations as the New York Derivative Action with respect to 564 RMBS trusts (542 of which were at issue in the NY Derivative Action). The SDNY Action is styled both as a derivative action on behalf of the named RMBS Trusts and, in the alternative, as a putative class action on behalf of holders of RMBS representing interests in those RMBS trusts. DBTCA is vigorously defending the SDNY Action. DBTCA has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in this paragraph) that would materially affect its ability to perform its duties as Trustee on behalf of the Certificate holders.
Part II
Item 9B. Other Information
Not applicable.
Part III
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.
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. The information has been provided previously in a Prospectus, dated September 27, 2012, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on October 4, 2012.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of The Huntington National Bank and Deutsche Bank Trust Company Americas (each, a “Servicing Participant”) has been identified by the registrant as a party participating in the servicing function with respect to the pool assets held by the Issuing Entity during the reporting period. As such, each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each, a “Report on Assessment”) during the Issuing Entity’s year ended December 31, 2014, which Reports on Assessment are attached as exhibits to this Form 10-K. In addition, each of the Servicing Participants has provided an attestation report (each, an “Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment. Each Attestation Report is attached as an exhibit to this Form 10-K. None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to such Servicing Participant.
The Indenture Trustee Report on Assessment assessed compliance with the Applicable Servicing Criteria for the calendar year 2014 as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Based on this assessment for the respective period, Deutsche Bank Trust Company Americas has complied in all material respects with the applicable servicing criteria.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Huntington National Bank has been identified as the servicer during the reporting period with respect to the pool assets held by the Issuing Entity. The Huntington National Bank has provided a statement of compliance with the applicable servicing activities (the Compliance Statement), signed by an authorized officer, and such Compliance Statement is attached as an exhibit to this Form 10-K.
Part IV
Item 15. Exhibits, Financial Statement Schedules
See Exhibit Index listed below.
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.
Huntington Auto Trust 2012-2
(Issuing Entity)
By:
The Huntington National Bank
(Servicer, not in its individual capacity but solely as Servicer on behalf of the Issuing Entity)
By:
/s/ Kim Taylor
Name:
Kim Taylor
Title:
Senior Vice President, Auto Finance CFO
Date: March 24, 2015
EXHIBIT INDEX
Exhibits for Huntington Auto Trust 2012-2
1.1
Underwriting Agreement dated as of October 3, 2012, by and among Huntington Funding, LLC, The Huntington National Bank, The Huntington Investment Company, as an underwriter, and Credit Suisse Securities (USA) LLC, as representative of the several other underwriters named therein.
**
3.1
Limited Liability Company Agreement of Huntington Funding, LLC dated as of February 24, 2009.
*
4.1
Indenture dated as of August 31, 2012, between Huntington Auto Trust 2012-2 and Deutsche Bank Trust Company Americas, as Indenture Trustee.
**
4.2
Amended and Restated Trust Agreement between Huntington Funding, LLC and Wilmington Trust, National Association as Owner Trustee.
**
4.3
Asset Purchase Agreement between The Huntington National Bank, as Loan Seller, and Huntington Funding LLC, as Purchaser.
**
31.1
Certification of Senior Officer in charge of the servicing function pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
Filed
herewith
33.1
Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria
Filed
herewith
33.2
Indenture Trustee’s Assertion of Compliance
Filed
herewith
34.1
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP in respect of The Huntington National Bank).
Filed
herewith
34.2
Report of Independent Registered Public Accounting Firm (KPMG on behalf of Indenture Trustee).
Filed
herewith
35.1
Annual Servicer’s Compliance Certificate
Filed
herewith
99.1
Administration Agreement among Huntington Auto Trust 2012-2, as Issuing Entity, The Huntington National Bank, a national banking association, as Administrator, Wilmington Trust, National Association, as Owner Trustee and Deutsche Bank Trust Company Americas, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee.
**
99.2
Sale and Servicing Agreement among Huntington Auto Trust 2012-2, as Issuing Entity, Huntington Funding, LLC, as Depositor, The Huntington National Bank, as Loan Seller, Servicer, Administrator, Calculation Agent and Custodian and Deutsche Bank Trust Company Americas, as Indenture Trustee.
**
* Incorporated by reference to the corresponding Exhibit to Huntington Funding LLC’s Form S-3 Registration Statement filed on January 27, 2012 (File No. 333-179209).
** Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on October 11, 2012 (File No. 333-183479-01).