UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 10-K


þANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2013


OR


 ̈TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934


For the transition period from ___________ to ____________.





Commission file number of issuing entity: 333-181915-02





Commission file number of depositor: 333-181915-01





Ally Auto Receivables Trust 2012-SN1


(Exact name of issuing entity as specified in its charter)





Ally Auto Assets LLC


(Exact name of depositor as specified in its charter)





Ally Bank


(Exact name of sponsor as specified in its charter)


DELAWARE90-6221531(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)


Ally Auto Assets LLC


200 Renaissance Center


Detroit, Michigan


(Address of principal executive offices)


(Zip Code)


(313) 656-5500


(Registrant’s telephone number, including area code)





Securities registered or to be registered pursuant to Section 12(b) of the Act: None





Securities required to be 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  ̈ No þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of Acts. Yes  ̈ No þ





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. þ Yes  ̈ No





Indicate by check mark whether the registrant has submitted 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 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. þ Not applicable to this registrant.





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  "large accelerated filer,"  "accelerated filer," "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


 ̈Large accelerated filer ̈Accelerated filerþNon-accelerated filer ̈Smaller Reporting Company


(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ̈ Yes þ 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 common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. None




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Registrant does not have any voting or non-voting common equity held by non-affiliates.





Documents incorporated by reference. None





INDEX





Ally Auto Receivables Trust 2012-SN1





Part IItem 1.Business*Item 1A.Risk Factors*Item 1B.Unresolved Staff CommentsItem 2.Properties*Item 3.Legal Proceedings*Item 4.Mine Safety DisclosuresPart IIItem 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 Procedure*Item 9B.Other InformationPart IIIItem 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 Accounting Fees and Services*Part IVItem 15.Exhibits, Financial Statement Schedules











* Item is omitted in accordance with General Instructions J to Form 10-K.








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Part I





Item 1B. Unresolved Staff Comments





None.





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 Ally Auto Receivables Trust 2012-SN1 (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”) or certificates (the “Certificates”) 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 cashflows from the Issuing Entity.





Item 1117 of Regulation AB. Legal Proceedings.





There are no current legal proceedings pending, or to the best knowledge of management of such entity, threatened, against the Issuing Entity, the sponsor, the servicer or the depositor that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.





Each of the owner trustee and the indenture trustee has represented to the Issuing Entity that it is not a party to any current legal proceedings, nor is its management aware of any legal proceedings threatened against it that, if determined adversely to such party, would be expected to have a material adverse effect on the performance of the notes.





Part II





Item 9B. Other Information





None.





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 September 11, 2012, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on September 13, 2012.








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





Each of Ally Financial Inc. (“Ally Financial”) and Citibank, N.A. (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. 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, 2013, 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.





None of the Reports on Assessment or the related Attestation Reports has identified any material instances of noncompliance with the servicing criteria described in the related Report on Assessment as being applicable to each such Servicing Participant.





Item 1123 of Regulation AB. Servicer Compliance Statement.





Ally Financial has been identified as the servicer during the reporting period with respect to the pool assets held by the Issuing Entity. Ally Financial 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.








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Part IV





Item 15. Exhibits, Financial Statement Schedules





(a)List the following documents filed as a part of the report:


(1)Financial Statements — Not Applicable.


(2)Financial Statement Schedules — Not Applicable.


(3)Exhibits


•Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of September 10, 2009.


•Declaration of Trust, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (“ACOL LLC”), dated as of April 7, 2010.


•Series Supplement to Declaration of Trust between ACOL LLC as Residual Certificateholder, and Deutsche Bank Trust Company Delaware as owner trustee (the "ACOLT Owner Trustee"), dated as of September 19, 2012.


•Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as ACOLT Owner Trustee, dated September 19, 2012.


•AART Indenture between Ally Auto Receivables Trust 2012-SN1 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of September 19, 2012.


•ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated September 19, 2012.


•Rule 13a-14(d)/15d-14(d) Certification (Section 302 Certification).


•Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Financial for the year ended December 31, 2013.


•Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Citibank, N.A. for the year ended December 31, 2013.


•Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 7, 2014 for the year ended December 31, 2013.


•Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 28, 2014 for the year ended December 31, 2013.


•Servicer Compliance Statement of Ally Financial for the year ended December 31, 2013.


•Administrator Compliance Statement of Ally Financial for the year ended December 31, 2013.


•Transfer Direction and Allocation Notice, dated September 14, 2012.


•Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault") as Pledgor in favor of the ACOLT 2012-SN1 Secured Noteholders as Pledgees, dated as of September 19, 2012.


•Sale and Contribution Agreement between Ally Bank as seller and ACOLT, dated as of September 19, 2012.


•Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of September 19, 2012.


•Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of September 19, 2012.


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•Pooling Agreement between Ally Bank and AAA, dated September 19, 2012.


•Trust Sale Agreement between AAA and the Issuing Entity, dated September 19, 2012.


•Administration Agreement among Ally Financial, AAA and the Issuing Entity, dated September 19, 2012.


•Supplemental Indenture No. 1 between the Issuing Entity and the AART Indenture Trustee, dated as of December 5, 2012











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.





Ally Auto Assets LLC, as Depositor/s/ Ryan C. FarrisRyan C. FarrisPresident(Senior Officer in charge of securitization of the depositor)





Date: March 28, 2014












































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Index of Exhibits





ExhibitDescriptionMethod of Filing3.1Amended and Restated Limited Liability Company Agreement of Ally Auto Assets LLC, dated as of September 10, 2009.**3.2Declaration of Trust, by Deutsche Bank Trust Company Delaware and acknowledged, accepted and agreed to by Ally Central Originating Lease LLC (“ACOL LLC”), dated as of April 7, 2010.***3.3Series Supplement to Declaration of Trust between ACOL LLC as Residual Certificateholder, and Deutsche Bank Trust Company Delaware as owner trustee (the "ACOLT Owner Trustee"), dated as of September 19, 2012.*4.1Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as ACOLT Owner Trustee, dated September 19, 2012.*4.2AART Indenture between Ally Auto Receivables Trust 2012-SN1 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of September 19, 2012.*4.3ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated September 19, 2012.*31.1Certification of Executive Officer Pursuant to Rule 13a-14(d)/15d-14(d).Filed herewith.33.1Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Ally Financial for the year ended December 31, 2013.Filed herewith.33.2Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Citibank N.A.for the year ended December 31, 2013.Filed herewith.34.1Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 7, 2014 for the year ended December 31, 2013.Filed herewith.34.2Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 28, 2014 for the year ended December 31, 2013.Filed herewith.35.1Servicer Compliance Statement of Ally Financial for the year ended December 31, 2013.Filed herewith.35.2Administrator Compliance Statement of Ally Financial for the year ended December 31, 2013.Filed herewith.99.1Transfer Direction and Allocation Notice, dated September 14, 2012.*99.2Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault") as Pledgor in favor of the ACOLT 2012-SN1 Secured Noteholders as Pledgees, dated as of September 19, 2012.*99.3Sale and Contribution Agreement between Ally Bank as seller and ACOLT, dated as of September 19, 2012.*99.4Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of September 19, 2012.*99.5Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of September 19, 2012.*99.6Pooling Agreement between Ally Bank and AAA, dated September 19, 2012.*99.7Trust Sale Agreement between AAA and the Issuing Entity, dated September 19, 2012.*99.8Administration Agreement among Ally Financial, AAA and the Issuing Entity, dated September 19, 2012.*99.9Supplemental Indenture No. 1 between the Issuing Entity and the AART Indenture Trustee, dated as of December 5, 2012Filed herewith.





*Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on September 20, 2012  (File No. 333-181915-02).





**Incorporated by reference to Exhibit 3.1 of Ally Auto Assets LLC’s Form S-3 Registration Statement filed on November 27, 2009 (File No. 333-181915-01).







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***Incorporated by reference to Exhibit 3.2 of Ally Auto Assets LLC’s Form S-3 Registration Statement filed on June 5, 2012 (File No. 333-181915-01).





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