**
 

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

 

**FORM 10-K**

 

 

**(Mark One)**
****☒********
**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2022.**

**or**

 
****☐********
**TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from                 to                .**

 

 

**SANTANDERDRIVE AUTO RECEIVABLES TRUST 2022-5**

**(Exact name of issuing entity as specified in itscharter)**

**Commission file number of the issuing entity:333-261901-05**

**Central Index Key Number of issuingentity: 0001941255**

**SANTANDER DRIVE AUTO RECEIVABLES LLC**

**(Exact name of depositor as specified in its charter)**

**Commission file number of depositor: 333-261901**

**Central Index Key Number of depositor: 0001383094**

**SANTANDER CONSUMER USA INC.**

**(Exact name of sponsor as specified in its charter)**

 

 

**Central IndexKey Number of sponsor: 0001540151**

**Delaware**

**(State or other jurisdiction of incorporation or organization of the issuing entity)**

**88-6457909**

**(I.R.S. Employer Identification No. of the issuing entity)**

**c/o Santander Drive Auto Receivables LLC**

**1601 Elm Street, Suite 800**

**Dallas, Texas 75201**

**(Address of principal executive offices)**

**(214) 292-1930**

**(Telephone number, including area code)**

**Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934: None**

**Securities Registered Pursuant to Section 12 (g) of the Securities Exchange Act of 1934: None**

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.    Yes  ☐    No  ☒ 

Indicate by check mark if the registrant is not requiredto file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    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 Actof 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 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant hassubmitted 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 periodthat the registrant was required to submit such files).    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 
Large accelerated filer ☐  Accelerated filer ☐Non-accelerated filer ☒  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 periodfor 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.  ☐ 

Indicate by check mark whetherany of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☒ 

State the aggregate market value of the voting and non-voting common equity held bynon-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 mostrecently completed second fiscal quarter. 

**Not applicable**

**DOCUMENTS INCORPORATED BY REFERENCE**

Listhereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to securityholders; (2) Any proxy information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annualreport to security holders for fiscal year ended December 24, 1980). 

**None**

 

 

 
**

**PART I**

**The following items have been omitted in accordance with General Instruction J to Form 10-K:**

 
Item 1  
Business
Item 1A  
RiskFactors
Item 2  
Properties
Item 3  
LegalProceedings

 
**Item 1B.**
**Unresolved Staff Comments**

Nothing to report. 

 
**Item 4.**
**Mine Safety Disclosures**

Not applicable. 

**Substitute information provided inaccordance with General Instruction J to Form 10-K:**

**Item 1112(b) of Regulation AB. SignificantObligors of Pool Assets (Financial Information)**

Nothing to report. 

**Item 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments (Information Regarding SignificantEnhancement Providers)**

Nothing to report. 

**Item 1115(b) of Regulation AB. Certain Derivatives Instruments (Financial Information)**

Nothing to report. 

**Item 1117 of Regulation AB. LegalProceedings.**

Nothing to report. 

 
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**PART II**

**The following items have been omitted in accordance with General Instruction J to Form 10-K:**

 
Item 5  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6  [Reserved]Item 7  Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 7A  Quantitative and Qualitative Disclosures about Market RiskItem 8  Financial Statements and Supplementary DataItem 9  Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A  Controls and Procedures
 
**Item 9B.**
**Other Information**

None. 

 
**Item 9C.**
**Disclosure Regarding Foreign Jurisdictions that Prevent Inspections**

Not applicable. 

 
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**PART III**

**The following items have been omitted in accordance with General Instruction J to Form 10-K:**

 
Item 10  Directors, Executive Officers, and Corporate GovernanceItem 11  Executive CompensationItem 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13  Certain Relationships and Related Transactions, and Director IndependenceItem 14  Principal Accountant Fees and Services
**Substitute information provided in accordance with General Instruction J to Form10-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 relianceon the Instruction to Item 1119. 

**Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria**

Each of Santander Consumer USA Inc. and Citibank, N.A. (each, a “Servicing Participant”) have been identified by the issuing entity as partiesparticipating in the servicing function with respect to the pool assets held by the issuing entity. Each of the Servicing Participants has completed a report on an assessment of compliance with the servicing criteria applicable to it (each, a“Report on Assessment”), 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 one or more registered public accounting firms, which reports are also attached as exhibits 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 criteriadescribed in the related Report on Assessment as being applicable to such Servicing Participant. 

**Item 1123 of Regulation AB. Servicer ComplianceStatements**

Santander Consumer USA Inc. has been identified by the issuing entity as the servicer with respect to the asset pool held by the issuingentity. Santander Consumer USA Inc. has completed a statement of compliance with applicable servicing criteria (a “Compliance Statement”) signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form 10-K.

 
4 

**PART IV**

 
**Item 15.**
**Exhibit and Financial Statement Schedules**

 
(a)(1)  Not Applicable.(a)(2)  Not Applicable.(a)(3)  See Item 15(b) below.(b)  Exhibits
The exhibits listed below are either included or incorporated by reference as indicated: 

 

Exhibit No.
  
Description
  1.1  Underwriting Agreement, dated as of August 16, 2022, among Santander Drive Auto Receivables LLC (“Santander Drive”), Santander Consumer USA Inc. (“SC”) and SG Americas Securities, LLC, as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission onAugust 18, 2022)   3.1  Amended and Restated Limited Liability Company Agreement of Santander Drive dated as of March 7, 2007 (incorporated by reference to Exhibit 3.1 of Form SF-3 filed by Santander Drive (Commission File No. 333-261901) with the Securities and Exchange Commission on December 27, 2021)   3.2  First Amendment to Amended and Restated Limited Liability Company Agreement, dated as of February 28, 2017, by SC, as sole equity member (incorporated by reference to Exhibit 3.2 of Form SF-3 filed by Santander Drive (Commission File No. 333-261901) with the Securities and Exchange Commission on December 27, 2021)   4.1  Indenture, dated as of August 24, 2022, between Santander Drive Auto Receivables Trust 2022-5, as issuer (the “Issuer”), and Citibank, N.A., as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission onAugust 25, 2022) 10.1  Purchase Agreement, dated as of August 24, 2022, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission on August 25, 2022)10.2  Sale and Servicing Agreement, dated as of August 24, 2022, among the Issuer, Santander Drive, SC and the Indenture Trustee (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission on August 25, 2022) 10.3  Administration Agreement, dated as of August 24, 2022, among the Issuer, SC, as administrator, and the Indenture Trustee (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission August 25, 2022) 10.4  Amended and Restated Trust Agreement, dated as of August 24, 2022, between Santander Drive and Wilmington Trust, National Association, not in its individual capacity but solely as owner trustee for the Issuer (incorporated by reference to Exhibit 10.4 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission on August 25, 2022) 
 
5 

10.5  Asset Representations Review Agreement, dated as of August 24, 2022, among the Issuer, SC, as sponsor and servicer, and Clayton Fixed Income Services, LLC, as asset representations reviewer (incorporated by reference to Exhibit 10.5 of Form 8-K filed by the Issuer (Commission File No. 333-261901-05) with the Securities and Exchange Commission on August 25, 2022) 31.1  Certification (Santander Drive) 33.1  Management’s Assessment of Compliance with SEC Regulation AB Servicing Criteria (SC) 33.2  Assessment of Compliance with the Applicable Servicing Criteria (Citibank, N.A.) 34.1  Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to SC) 34.2  Report of Independent Registered Public Accounting Firm ((PricewaterhouseCoopers LLP with respect to Citibank, N.A.) 35.1  Servicer Compliance Statement (SC) 
 
(c)
Not Applicable. 

 
**Item 16.**
**Form 10-K Summary**

None. 

**Supplemental information to be Furnished With ReportsFiled Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section 12 of the Act**

No annualreport, proxy statement, form of proxy or other proxy soliciting material has been sent to certificateholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this report. 

 
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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 tobe signed on its behalf by the undersigned, thereunto duly authorized. 

Date: March 31, 2023 

 
SANTANDER DRIVE AUTO RECEIVABLES LLC, as depositorBy: /s/ Corey HenryName: Corey HenryTitle: President and Chief Executive Officer (senior officer in charge of securitization of the depositor)
 
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