**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**
 
**

**FORM 10-K**

 

**
 
**

**(Mark One)**

**For the fiscal year ended December 31, 2018.**

**or**

 

**For the transition period from                 to                .**

 

**
 
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**SANTANDERDRIVE AUTO RECEIVABLES TRUST 2017-3**

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

**Commission file number of the issuing entity:333-206684-06**

**Central Index Key Number of issuingentity: 0001710916**

**SANTANDER DRIVE AUTO RECEIVABLES LLC**

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

**Commission file number of depositor: 333-206684**

**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)**

**35-7177752**

**(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 ExchangeAct 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 90days.    Yes  ☒    No  ☐ 

Indicate by check mark whether the registrant hassubmitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   ☒    No  ☐ 

Indicate by check mark if the 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 the Registrants’ 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.  ☒

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

 

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 is a shell company (as defined in Rule 12b-2 of theAct).    Yes  ☐    No  ☒ 

State the aggregate market value of the 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 commonequity, as of the last business day of the registrant’s most recently completed second fiscal quarter. **Not applicable**. 

List hereunder thefollowing 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 security holders; (2) Anyproxy 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., annual report to securityholders 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:
  Risk Factors
 Item 2:
  Properties
 Item 3:
  Legal Proceedings
 Item 4:
  Mine Safety Disclosures
**Item 1B. Unresolved Staff Comments.**

Nothing to report. 

**Substitute informationprovided in accordance with General Instruction J to Form 10-K:**

**Item 1112(b) of Regulation AB.Significant Obligors 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 ofRegulation AB. Legal Proceedings.**

Wells Fargo Bank, N.A., as the indenture trustee, has provided the following information: 

Since June 18, 2014, a group of institutional investors have filed civil complaints in the Supreme Court of the State of New York, NewYork County, and later the U.S. District Court for the Southern District of New York against Wells Fargo Bank, N.A., in its capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints againstWells 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 forpurported 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 anunspecified 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. Thesettlement 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 notcovered 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 thelitigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts. 

 
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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 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 Information.**

Santander Consumer USA Inc. (“SC”) is a wholly-owned subsidiary of Santander Consumer USA Holdings Inc. (“SC Holdings”). OnFebruary 26, 2019, SC Holdings filed its Annual Report on Form 10-K for the year ended December 31, 2018 and disclosed certain legal and regulatory matters. Additional information about SCHoldings and its consolidated subsidiaries, including information contained in required annual reports on Form 10-K, quarterly reports on Form 10-Q and current reportson Form 8-K, is on file with the SEC under the name “Santander Consumer USA Holdings Inc.” and file number 001-36270.

 
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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, andCorporate Governance 

Item 11:                ExecutiveCompensation 

Item 12:                Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters 

Item13:                Certain Relationships and Related Transactions, and Director Independence 

Item 14:                Principal Accounting 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.**

Information required by Item 1119 of Regulation AB has been omitted from this report on Form 10-K inreliance on the Instruction to Item 1119. 

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

Each of SC and Wells Fargo Bank, National Association (each, a “Servicing Participant”) have been identified by the issuing entity asparties participating 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 servicingcriteria described in the related Report on Assessment as being applicable to such Servicing Participant. 

**Item 1123 of RegulationAB. Servicer Compliance Statements.**

SC has been identified by the issuing entity as the servicers with respect to the asset pool heldby the issuing entity. SC has completed a statement of compliance with applicable servicing criteria signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form10-K.

 
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**PART IV**

**Item 15. Exhibits 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 September 13, 2017, among Santander Drive Auto Receivables LLC (“Santander Drive”), Santander Consumer USA Inc. (“SC”) and Barclays Capital Inc., as representative of the several underwriters (incorporated by reference to Exhibit 1.1 of Form8-K filed by the Issuer (Commission File No. 333-206684-06) with the Securities and Exchange Commission onSeptember 15, 2017)   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. 333-206684) with the Securities and Exchange Commission on August 31, 2015)   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 3.1 of Form 8-K filed by Santander Drive (Commission File No. 333-139609) with the Securities and Exchange Commission on March 1, 2017)   4.1  Indenture, dated as of September 20, 2017, between Santander Drive Auto Receivables Trust 2017-3, as issuer (the “Issuer”), and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee”) (incorporated by reference to Exhibit 4.1 of Form 8-K filed by the Issuer (Commission File No. 333-206684-06) with the Securities andExchange Commission on September 21, 2017) 10.1  Purchase Agreement, dated as of September 20, 2017, between SC and Santander Drive (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer (Commission File No. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017) 10.2  Sale and Servicing Agreement, dated as of September 20, 2017, 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. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017)10.3  Administration Agreement, dated as of September 20, 2017, 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. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017) 
 
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10.4  Amended and Restated Trust Agreement, dated as of September 20, 2017, 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. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017)10.5  Asset Representations Review Agreement, dated as of September 20, 2017, 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. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017)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 (Indenture Trustee) 34.1  Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP with respect to SC) 34.2  Report of Independent Registered Public Accounting Firm (KPMG LLP with respect to the Indenture Trustee) 35.1  Servicer Compliance Statement (SC) 99.1  Servicing Agreement, dated as of July 15, 2016, by and between SC and Santander Consumer International Puerto Rico LLC (the “Subservicer”) (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Issuer (Commission File No. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017) 99.2  Second Amended and Restated Program Portfolio Schedule (Publicly Registered Retail Transactions), dated as of June 28, 2017, by and between SC and the Subservicer (incorporated by reference to Exhibit 99.2 of Form 8-K filed by the Issuer (Commission File No. 333-206684-06) with the Securities and Exchange Commission on September 21, 2017) 
 
(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 29, 2019 

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