Huntington Auto Trust 2016-1 - FORM 10-K - March 12, 2020

Attached files

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EX-35.1 - EX-35.1 - Huntington Auto Trust 2016-1a2016-120191231ex351.htm
EX-34.2 - EX-34.2 - Huntington Auto Trust 2016-1a2016-120191231ex342.htm
EX-34.1 - EX-34.1 - Huntington Auto Trust 2016-1a2016-120191231ex341.htm
EX-33.2 - EX-33.2 - Huntington Auto Trust 2016-1a2016-120191231ex332.htm
EX-33.1 - EX-33.1 - Huntington Auto Trust 2016-1a2016-120191231ex331.htm
EX-31.1 - EX-31.1 - Huntington Auto Trust 2016-1a2016-120191231ex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
(Mark One)
ýAnnual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2019
or
¨Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     .

Huntington Auto Trust 2016-1
(Exact name of issuing entity as specified in its charter)
Commission File Number of issuing entity: 333-214109-01
Central Index Key Number of issuing entity: 0001688281

Huntington Funding, LLC
(Exact name of depositor as specified in its charter)
Commission File Number of depositor: 333-214109
Central Index Key Number of depositor: 0001540483

The Huntington National Bank
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor: 0000049205

Delaware 81-6858444
(State or other jurisdiction of
incorporation or organization of the issuing entity)		 (I.R.S. Employer
Identification No.)
41 S. High Street, Columbus, Ohio 43287
(Address of principal executive offices of the issuing entity) (Zip Code)

(614) 480-2265
(Depositor’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of classTrading
Symbol(s)		Name of exchange on which registered
N/AN/AN/A
Securities registered pursuant to Section 12(g) of the Act:
N/A
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ¨  Yes    ý  No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    ¨  Yes    ý  No


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 that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ý  Yes    ¨  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).    ý  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 emerging growth company. See definition 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 ¨  Accelerated filer ¨
Non-accelerated filer ý  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 is a shell company (as defined in Rule 12b-2 of the Act)    ¨  Yes    ý  No
State the aggregate market value of 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. None.
Registrant has not been involved in bankruptcy proceedings during the past five years.
Registrant is not a corporate registrant.
Documents Incorporated by Reference. None.



Huntington Auto Trust 2016-1
INDEX
Part I.
Item 1.Business *
Item 1A.Risk Factors *
Item 2.Properties *
Item 3.Legal Proceedings *
Part II.
Item 5.Market for Registrant’s Common Equity, Related Shareholder 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 *
Part III.
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 is omitted in accordance with General Instruction 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 2016-1 (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”) 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.
Except as set forth below, there are no legal proceedings pending (or proceedings known to be contemplated by governmental authorities) against The Huntington National Bank (the "Sponsor"), Huntington Funding, LLC (the "Depositor"), the Issuing Entity, Wells Fargo Bank, National Association (the "Indenture Trustee"), Citibank, N.A. (the "Owner Trustee") or Citicorp Trust Delaware, National Association (the "Delaware Trustee"), or of which any property of the foregoing is subject, that are material to holders of the notes.
The Indenture Trustee has provided the following information for inclusion in this Form 10-K:
Beginning June 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York against Wells Fargo Bank, N.A., ("Wells Fargo Bank") in its capacity as trustee for certain residential mortgage backed securities ("RMBS") trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee's alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denies any wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue. On May 6, 2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning several RMBS trusts in New York federal and state court are not covered by the agreement. With respect to such litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.
The Owner Trustee has represented to the Depositor that there are no pending legal proceedings against it or proceedings known to be contemplated by governmental authorities against it that would be material to the investors in the Notes.
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 November 28, 2016, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on November 29, 2016.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of The Huntington National Bank (the “Servicer”) and the Indenture Trustee (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, 2019, 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.

The Report on Assessment for the Servicer has identified a material instance of noncompliance related to the servicing criterion set forth in Item 1122(d)(3)(i), reports to investors, including those to be filed with the Commission, were not maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, the report delivered to investors in January 2019 was not timely filed in accordance with the applicable Commission requirements. However, such report was delivered to the Indenture Trustee in a timely manner in accordance with the terms specified in the transaction agreements, and consequently the amount and timing of distributions to security holders was not affected. The Bank has enhanced internal procedures and implemented additional oversight to ensure that reports to investors are timely filed with the SEC.

Neither the Report on Assessment nor the related Attestation Report for the Indenture Trustee has identified any material instances of noncompliance with the servicing criteria described in such Report on Assessment as being applicable to the Indenture Trustee.

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
(a)(1) and (a)(2) Not applicable.
(a)(3) and (b) Exhibit Index.


Exhibits for Huntington Auto Trust 2016-1
*
**
***
***
***
***
***


***
***
Filed
herewith
Filed
herewith
Filed
herewith
Filed
herewith
Filed
herewith
Filed
herewith
*Incorporated by reference to the corresponding Exhibit to Issuing Entity's Current Report on Form 8-K filed on November 29, 2016 (File No. 333-214109-01).
**Incorporated by reference to the corresponding Exhibit to Huntington Funding LLC’s Current Report on Form 8-K filed on November 10, 2016 (File No. 333-203636).
***Incorporated by reference to the corresponding Exhibit to Issuing Entity's Current Report on Form 8-K filed on December 1, 2016 (File No. 333-214109-01).
(c) Not applicable.

Item 16. Form 10-K Summary
Not applicable.






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 2016-1
(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
Date: March 12, 2020