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, 2018


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





Delaware81-6858444(State or other jurisdiction ofincorporation or organization of the issuing entity)(I.R.S. EmployerIdentification No.)41 S. High Street, Columbus, Ohio43287(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: None.


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 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








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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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý Not applicable to this registrant.


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 filerýSmaller 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 requirement.


Documents Incorporated by Reference. None.








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Huntington Auto Trust 2016-1INDEXPart I.Item 1.Business *Item 1A.Risk Factors *Item 1B.Unresolved Staff Comments4Item 2.Properties *Item 3.Legal Proceedings *Item 4.Mine Safety Disclosures4Part 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 *Item 9B.Other Information5Part 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 15.Exhibits and Financial Statement Schedules6Item 16.Form 10-K Summary7Signature*  Item is omitted in accordance with General Instruction J to Form 10-K.








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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:


Since 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. Wells Fargo Bank has reached an agreement, in which it denies any wrongdoing, to resolve.these claims on a classwide basis for  the 271 RMBS trusts currently at issue.  The settlement agreement is subject to court approval. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning 57 RMBS trusts in New York federal and state court are not covered by the agreement. With respect to the foregoing 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 provided the following information for inclusion in this Form 10-K:


Citibank, N.A. (“Citibank”) is acting as Owner Trustee of this ABS transaction.  In the ordinary course of business, Citibank is involved in a number of legal proceedings, including in connection with its role as trustee of certain RMBS transactions.  Certain of these Citibank as trustee-related matters are disclosed herein.


On June 18, 2014, a civil action was filed against Citibank in the Supreme Court of the State of New York by a group of investors in 48 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, asserting claims for purported violations of the Trust Indenture Act of 1939 (the "Trust Indenture Act"), breach of contract, breach of fiduciary duty and negligence based on Citibank's alleged failure to perform its duties as trustee for the 48 RMBS trusts. On November 24, 2014, plaintiffs sought leave to withdraw this action. On the same day, a smaller subset of similar plaintiff investors in 27 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee, filed a new civil action against Citibank in the United States District Court for the Southern District of New York asserting similar claims as the prior action filed in state court. In January 2015, the court closed plaintiffs' original state court action. On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed








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certain of the claims to proceed as to the other three trusts. Subsequently, plaintiffs voluntarily dismissed all claims with respect to two of the three trusts. On April 7, 2017, Citibank filed a motion for summary judgment. Plaintiffs filed its consolidated opposition brief and cross motion for partial summary judgment on May 22, 2017. Briefing on those motions was completed on August 4, 2017. On March 22, 2018, the court granted Citibank's motion for summary judgment in its entirety, denied plaintiffs' motion for summary judgment and ordered the clerk to close the case. On April 20, 2018, plaintiffs filed a notice of appeal. Plaintiffs' opening brief was filed on August 3, 2018. Citibank filed its opposition on November 2, 2018. Plaintiffs filed their reply on November 16, 2018.


On November 24, 2015, the same investors that brought the federal case brought a new civil action in the Supreme Court of the State of New York related to 25 private-label RMBS trusts for which Citibank allegedly serves or did serve as trustee. This case includes the 24 trusts previously dismissed in the federal action, and one additional trust. The investors assert claims for breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts of interest, and violation of New York's Streit Act (the "Streit Act"). Following oral argument on Citibank's motion to dismiss, plaintiffs filed an amended complaint on August 5, 2016. On June 27, 2017, the state court issued a decision, dismissing the Event of Default claims, mortgage-file-related claims, the fiduciary duty claims, and the conflict of interest claims. The decision sustained certain breach of contract claims including the claim alleging discovery of breaches of representations and warranties, a claim related to robo-signing, and the implied covenant of good faith claim. Citibank appealed the lower court's decision and on January 16, 2018, the Appellate Division, First Department dismissed the claims related to robo-signing and the implied covenant of good faith, but allowed plaintiffs' claim alleging discovery of breaches of representations and warranties to proceed.


On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as Receiver for a failed financial institution filed a civil action against Citibank in the Southern District of New York. This action relates to one private-label RMBS trust for which Citibank formerly served as trustee. FDIC asserts claims for breach of contract, violation of the Streit Act, and violation of the Trust Indenture Act. Citibank jointly briefed a motion to dismiss with The Bank of New York Mellon and U.S. Bank, N.A., entities that have also been sued by FDIC in their capacity as trustee, and these cases have all been consolidated in front of Judge Carter. On September 30, 2016, the Court granted the motion to dismiss without prejudice for lack of subject matter jurisdiction. On October 14, 2016, FDIC filed a motion for reargument or relief from judgment from the Court's dismissal order. On July 11, 2017, Judge Carter ruled on the motion for reconsideration regarding his dismissal of the action. He denied reconsideration of his decision on standing, but granted leave to amend the complaint by October 9, 2017. The FDIC subsequently requested an extension of time to file its amended complaint, which was granted. The FDIC filed its amended complaint on December 8, 2017. Defendants jointly filed a motion to dismiss the amended complaint on March 13, 2018. On April 18, 2018, plaintiff filed its opposition. Defendants filed their joint reply on May 3, 2018.


There can be no assurances as to the outcome of litigation or the possible impact of litigation on the trustee or the RMBS trusts. However, Citibank denies liability and continues to vigorously defend against these litigations. Furthermore, neither the above-disclosed litigations nor any other pending legal proceeding involving Citibank will materially affect Citibank's ability to perform its duties as Owner Trustee under the Amended & Restated Trust Agreement for this ABS transaction.





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, 2018, 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.











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The Report on Assessment for the Servicer has identified certain material instances 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 reports to investors delivered in January and February 2018 provided information that was not calculated and disclosed in accordance with the terms specified in the transaction agreements.





The material instances of noncompliance relate to two separate matters:





(1) Under the transaction agreements, reports to investors are required to disclose the note factor calculated as of the beginning of the period. In certain reports, the note factor was calculated as of the end of the period and in all reports the line item including the note factor was titled as “Ending Period Note Factor” rather than “Beginning Period Note Factor.” To address this issue and the related instances of noncompliance the Servicer has updated the form of report to investors, beginning with the report for the February 2018 collection period, to correctly calculate the note factor as of the beginning of the period in all instances and to update the title of the line item including the note factor to “Beginning Period Note Factor.” These material instances of noncompliance relate to the asset-backed securities covered in this Form 10-K and issued by the Issuing Entity. The Servicer  believes that no material impact resulted from the material instances of noncompliance because they did not result in any material adverse effect on security holders or the amounts or timing of payments to security holders.





(2) Under the transaction agreements for the Huntington Auto Trust 2016-1 transaction, reports to investors are required to disclose the delinquency trigger set forth in the transaction agreements. The related reports to investors did not disclose such item. To address this issue and the related instance of noncompliance the Servicer has updated the form of report to investors, beginning with the report for the February 2018 collection period, to report such item. This material instance of noncompliance relates to the asset-backed securities covered in the Form 10-K and issued by the Issuing Entity. The Servicer believes that no material impact resulted from the material instance of noncompliance because the delinquency trigger was disclosed in the transaction agreements, and the material instance of noncompliance did not result in any material adverse effect on security holders or the amounts or timing of payments to security holders.





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 2016-11.1Underwriting Agreement, dated November 28, 2016, among Huntington Funding, LLC (the “Depositor”), The Huntington National Bank and Credit Suisse Securities  (USA) LLC, on behalf of itself and as representative of the several Underwriters.*3.1Third Amended and Restated Limited Liability Company Agreement of Huntington Funding, LLC dated as of November 9, 2016.**4.1Indenture, dated as of November 30, 2016, between the Huntington Auto Trust 2016-1 (the “Issuing Entity”) and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”).***10.1Receivables Sale Agreement, dated as of November 30, 2016, between The Huntington National Bank and the Depositor.***








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10.2Asset Representations Review Agreement, dated as of November 30, 2016, among the Issuing Entity, The Huntington National Bank and Clayton Fixed Income Services LLC.***10.3Sale Agreement, dated as of November 30, 2016, between the Issuing Entity and the Depositor.***10.4Servicing Agreement, dated as of November 30, 2016, among The Huntington National Bank, the Issuing Entity and the Indenture Trustee.***10.5Amended and Restated Trust Agreement, dated as of November 30, 2016, among the Depositor, Citibank, N.A., as owner trustee, and Citicorp Trust Delaware, National Association, as issuer Delaware trustee, and acknowledged and agreed to by Wells Fargo Bank, National Association, as certificate registrar and certificate paying agent.***10.6Administration Agreement, dated as of November 30, 2016, among the Issuing Entity, The Huntington National Bank and the Indenture Trustee.***31.1Certification of Senior Officer in charge of the servicing function pursuant to Section 302 of the Sarbanes Oxley Act of 2002.Filedherewith33.1Management’s Report on Assessment of Compliance with SEC Regulation AB Servicing CriteriaFiledherewith33.2Indenture Trustee’s Assertion of ComplianceFiledherewith34.1Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP in respect of The Huntington National Bank).Filedherewith34.2Report of Independent Registered Public Accounting Firm (KPMG LLP on behalf of Indenture Trustee).Filedherewith35.1Annual Servicer’s Compliance CertificateFiledherewith*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.











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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 TaylorName:Kim TaylorTitle:Senior Vice PresidentDate:March 14, 2019