Exhibit 25.2
Registration No. 333-228592
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of a Trustee
Pursuant to Section 305 (b)(2) x
________________________
CITIBANK, N.A.
(Exact name of Trustee as specified in its charter)
| A National Banking Association | | 13-5266470 |
| ( Jurisdiction of incorporation or organization | | (I.R.S. Employer |
| if not a U.S. national bank) | | Identification No. ) |
| | | |
| 399 Park Avenue, | | |
| New York, New York | | 10043 |
| (Address of principal executive office) | | (Zip Code) |
Citibank, N.A.
388 Greenwich Street, 14th floor
New York, N.Y. 10013
(212) 816-5805
(Name, address, and telephone number of agent for service)
_______________________
Each Honda Auto Receivables 20[__]-[__] Owner Trust
that issues notes under the registration statement
( Issuer with Respect to the Securities )
(Exact name of obligor as specified in its charter)
AMERICAN HONDA RECEIVABLES LLC
(Exact name of Registrant as specified in its charter)
| Delaware | | 80-0695898 |
| (State or other jurisdiction of | | (I.R.S. employer |
| incorporation or organization) | | identification no.) |
| | | |
| 20800 Madrona Ave | | 90503 |
| Torrance, CA | | (Zip Code) |
| (Address of principal executive offices) | | |
_________________________
Asset Backed Notes
(Title of Indenture Securities)
| Item 1. | General Information. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name | | Address |
| Comptroller of the Currency | | Washington, D.C. |
| | | |
| Federal Reserve Bank of New York | | New York, NY |
| 33 Liberty Street | | |
| New York, NY | | |
| | | |
| Federal Deposit Insurance Corporation | | Washington, D.C. |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item 2. | Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
| Items 3-15. | Not Applicable. |
| Item 16. | List of Exhibits. |
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect.(Exhibit 1 to T-1 filed October 5, 2012 under File No. 333-183223).
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519)
Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 filed October 5, 2012 under File No. 333-183223).
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.)
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of
December 31, 2017 - attached)
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
__________________
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 20th day of December, 2018.
| | CITIBANK, N.A. |
| | | |
| | By | /s/ Danny Lee |
| | | Danny Lee |
| | | Senior Trust Oficer |
| CONSOLIDATED BALANCE SHEET | Citigroup Inc. and Subsidiaries |
| | | December 31, | |
| In millions of dollars | | 2017 | | | 2016 | |
| Assets | | | | | | | | |
| Cash and due from banks | | $ | 23,775 | | | $ | 23,043 | |
| Deposits with banks | | | 156,741 | | | | 137,451 | |
| Federal funds sold and securities borrowed or purchased under agreements to resell (including $132,949 and $133,204 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 232,478 | | | | 236,813 | |
| Brokerage receivables | | | 38,384 | | | | 28,887 | |
| Trading account assets (including $99,460 and $80,986 pledged to creditors at December 31, 2017 and December 31, 2016, respectively) | | | 251,556 | | | | 243,925 | |
| Investments: | | | | | | | | |
| Available for sale (including $9,493 and $8,239 pledged to creditors as of December 31, 2017 and December 31, 2016, respectively) | | | 290,914 | | | | 299,424 | |
| Held to maturity (including $435 and $843 pledged to creditors as of December 31, 2017 and December 31, 2016, respectively) | | | 53,320 | | | | 45,667 | |
| Non-marketable equity securities (including $1,206 and $1,774 at fair value as of December 31, 2017 and December 31, 2016, respectively) | | | 8,056 | | | | 8,213 | |
| Total investments | | $ | 352,290 | | | $ | 353,304 | |
| Loans: | | | | | | | | |
| Consumer (including $25 and $29 as of December 31, 2017 and December 31, 2016, respectively at fair value) | | | 333,656 | | | | 325,063 | |
| Corporate (including $4,349 and $3,457 as of December 31, 2017 and December 31, 2016, respectively at fair value) | | | 333,378 | | | | 299,306 | |
| Loans, net of unearned income | | $ | 667,034 | | | $ | 624,369 | |
| Allowance for loan tosses | | | (12,355 | ) | | | (12,060 | ) |
| Total loans, net | | $ | 654,679 | | | $ | 612,309 | |
| Goodwill | | | 22,256 | | | | 21,659 | |
| Intangible assets (other than MSRs) | | | 4,588 | | | | 5,114 | |
| Mortgage servicing rights (MSRs) | | | 558 | | | | 1,564 | |
| Other assets (including $19,793 and $15,729 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 105,160 | | | | 128,008 | |
| Total assets | | $ | 1,842,465 | | | $ | 1,792,077 | |
The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
| | | December 31, | |
| In millions of dollars | | 2017 | | | 2016 | |
| Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | | | | | | | | |
| Cash and due from banks | | $ | 52 | | | $ | 142 | |
| Trading account assets | | | 1,129 | | | | 602 | |
| Investments | | | 2,498 | | | | 3,636 | |
| Loans, net of unearned income | | | | | | | | |
| Consumer | | | 54,656 | | | | 53,401 | |
| Corporate | | | 19,835 | | | | 20,121 | |
| Loans, net of unearned income | | $ | 74,491 | | | $ | 73,522 | |
| Allowance for loan losses | | | (1,930 | ) | | | (1,769 | ) |
| Total loans, net | | $ | 72,561 | | | $ | 71,753 | |
| Other assets | | | 154 | | | | 158 | |
| Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | | $ | 76,394 | | | $ | 76,291 | |
Statement continues on the next page.
CONSOLIDATED BALANCE SHEET (Continued) | Citigroup Inc. and Subsidiaries |
| | | December 31, | |
| In millions of dollars, except shares and per share amounts | | 2017 | | | 2016 | |
| Liabilities | | | | | | | | |
| Non-interest-bearing deposits in U.S. offices | | $ | 126,880 | | | $ | 136,698 | |
| Interest-bearing deposits in U.S. offices (including $303 and $434 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 318,613 | | | | 300,972 | |
| Non-interest-bearing deposits in offices outside the U.S. | | | 87,440 | | | | 77,616 | |
| Interest-bearing deposits in offices outside the U.S. (including $1,162 and $778 as of December 31, 2017 and December 31, 2016, respectively at fair value) | | | 426,889 | | | | 414,120 | |
| Total deposits | | $ | 959,822 | | | $ | 929,406 | |
| Federal funds purchased and securities loaned or sold under agreements to repurchase (including $40,638 and $33,663 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 156,277 | | | | 141,821 | |
| Brokerage payables | | | 61,342 | | | | 57,152 | |
| Trading account liabilities | | | 124,047 | | | | 139,045 | |
| Short-term borrowings (including $4,627 and $2,700 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 44,452 | | | | 30,701 | |
| Long-term debt (including $31,392 and $26,254 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 236,709 | | | | 206,178 | |
| Other liabilities (including $15,084 and $10,796 as of December 31, 2017 and December 31, 2016, respectively, at fair value) | | | 58,144 | | | | 61,631 | |
| Total liabilities | | $ | 1,640,793 | | | $ | 1,565,934 | |
| Stockholders’ equity | | | | | | | | |
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 770,120 as of December 31, 2017 and December 31, 2016, at aggregate liquidation value | | $ | 19,253 | | | $ | 19,253 | |
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,523,273 and 3,099,482,042 as of December 31, 2017 and December 31, 2016, respectively | | | 31 | | | | 31 | |
| Additional paid-in capital | | | 108,008 | | | | 108,042 | |
| Retained earnings | | | 138,425 | | | | 146,477 | |
| Treasury stock, at cost: December 31, 2017—529,614,728 shares and December 31, 2016—327,090,192 shares | | | (30,309 | ) | | | (16,302 | ) |
| Accumulated other comprehensive income (loss) | | | (34,668 | ) | | | (32,381 | ) |
| Total Citigroup stockholders' equity | | $ | 200,740 | | | $ | 225,120 | |
| Noncontrolling interest | | | 932 | | | | 1,023 | |
| Total equity | | $ | 201,672 | | | $ | 226,143 | |
| Total liabilities and equity | | $ | 1,842,465 | | | $ | 1,792,077 | |
The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
| | | December 31, | |
| In millions of dollars | | 2017 | | | 2016 | |
| Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | | | | | | | | |
| Short-term borrowings | | $ | 10,079 | | | $ | 10,697 | |
| Long-term debt | | | 30,492 | | | | 23,919 | |
| Other liabilities | | | 611 | | | | 1,275 | |
| Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | | $ | 41,182 | | | $ | 35,891 | |
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
