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 2012-1 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”), The Bank of New York Mellon (the “Indenture Trustee”), Deutsche Bank Trust Company Delaware (the “Owner Trustee”) or the Trust that are or would be material to holders of the Notes or the Certificates.
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
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(c)Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation
(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 and Executive Officers of the Registrant
(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
(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 Sponsor is the originator, as contemplated by Item 1110 of Regulation AB, of all of the pool assets owned by the Trust. The Sponsor is also the primary servicer. The Depositor is a wholly-owned subsidiary of the Sponsor and, therefore, a wholly-owned subsidiary of the originator and the primary servicer. Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Trust; therefore, the Trust is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and primary servicer).
The Indenture Trustee is not affiliated with the Sponsor (including in its role as originator and primary servicer), the Depositor, the Owner Trustee or the Trust. The Owner Trustee is not affiliated with the Sponsor (including in its role as originator and primary servicer), the Depositor, the Indenture Trustee or the Trust.
There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates.
In addition, there are no business relationships, agreements, arrangements, transactions or understandings outside the ordinary course of business or on terms other than would be obtained in an arm’s length transaction with an unrelated party, apart from the transaction involving the issuance of the Notes and Certificates by the Trust, among the Sponsor, the Depositor or the Trust and any of the parties mentioned in this Item.
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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 parties 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 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. Notwithstanding the preceding sentence, the Indenture Trustee has identified in Schedule A to its Servicing Report which is attached as exhibit 33.2 to this Form 10-K, three instances of material noncompliance with the applicable servicing criteria. The Indenture Trustee, however, has confirmed that such instances of material noncompliance identified in Schedule A to its Servicing Report relate to transactions involving manufactured housing, and do not relate to any transactions involving asset-backed securities securitized by the Trust or backed by auto loans.
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.
PART IV
Item 15.
Item 15.Exhibits.
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.
Exhibit 3.2 - Limited Liability Company Agreement of the Depositor, in effect since March 28, 2011.
Exhibit 4.1 - Indenture, dated February 23, 2012, between Honda Auto Receivables 2012-1 Owner Trust and The Bank of New York Mellon, as indenture trustee, incorporated to Exhibit 4.1 by reference to Form 8-K dated February 23, 2012, and filed by the registrant on February 23, 2012.
Exhibit 4.2 - Amended and Restated Trust Agreement, dated February 23, 2012, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee, incorporated to Exhibit 4.2 by reference to Form 8-K dated February 23, 2012, and filed by the registrant on February 23, 2012.
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.
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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.
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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.
Exhibit 3.2 - Limited Liability Company Agreement of the Depositor, in effect since March 28, 2011.
Exhibit 4.1 - Indenture, dated February 23, 2012, between Honda Auto Receivables 2012-1 Owner Trust and The Bank of New York Mellon, as indenture trustee, incorporated to Exhibit 4.1 by reference to Form 8-K dated February 23, 2012, and filed by the registrant on February 23, 2012.
Exhibit 4.2 - Amended and Restated Trust Agreement, dated February 23, 2012, between American Honda Receivables LLC and Deutsche Bank Trust Company Delaware, as owner trustee, incorporated to Exhibit 4.2 by reference to Form 8-K dated February 23, 2012, and filed by the registrant on February 23, 2012.
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.
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