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, 2016


OR


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


For the transition period from ___________ to ____________.








Ally Auto Receivables Trust 2014-SN2


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





Commission file number of issuing entity: 333-181915-05





Central Index Key Number of issuing entity: 0001621990





Ally Auto Assets LLC


(Exact name of depositor as specified in its charter)





Commission file number of depositor: 333-181915-01





Central Index Key Number of depositor: 0001477336





Ally Bank


(Exact name of sponsor as specified in its charter)





Central Index Key Number of sponsor (if applicable):0001601846





DELAWARE30-6458086(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.)


Ally Auto Assets LLC


500 Woodward Avenue


Detroit, Michigan


48226


(Address of principal executive offices)


(Zip Code)


(866) 710-4623


(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.










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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





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 2014-SN2





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 2014-SN2 (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 Trust 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 Trust.





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.





The owner 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.





Citibank, N.A. (“Citibank”) is acting as 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, 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.  Citibank’s motion to dismiss the federal complaint was fully briefed as of May 13, 2015.  On September 8, 2015, the federal court dismissed all claims as to 24 of the 27 trusts and allowed 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. This case is still pending as to the one remaining trust at issue.





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").   Citibank’s motion to dismiss was fully briefed as of April 15, 2016.  Following oral argument on Citibank’s motion to dismiss, Plaintiffs filed an amended complaint on August 5, 2016.  Citibank’s motion to dismiss the amended complaint was fully briefed as of October 21, 2016. We await a decision.
















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On August 19, 2015, the Federal Deposit Insurance Corporation (FDIC) as Receiver for a 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, entities that have also been sued by FDIC in their capacity as trustee, and whose cases are also in front of Judge Carter.  Defendants’ joint motion to dismiss was fully briefed as of March 22, 2016.  On September 30, 2016, the Court granted Citibank’s motion to dismiss the complaint 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 October 25, 2016, the court granted leave for defendants to file an opposition brief.  Defendants filed their opposition on November 15, 2016 and Plaintiff filed its reply brief on November 22, 2016. We await a decision from the Court on plaintiff’s motion.





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 Trustee under the Indenture for this ABS transaction.








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 October 16, 2014, filed by the Issuing Entity, pursuant to Rule 424(b)(5) of the Securities Act of 1933 on October 20, 2014.



















































































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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, 2016, 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 October 22, 2014.


•Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as owner trustee (the AART Owner Trustee"), dated October 22, 2014.


•AART Indenture between Ally Auto Receivables Trust 2014-SN2 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of October 22, 2014.


•ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated October 22, 2014.


•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, 2016.


•Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria concerning activities of Citibank, N.A. for the year ended December 31, 2016.


•Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 10, 2017 for the year ended December 31, 2016.


•Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 24, 2017 for the year ended December 31, 2016.


•Servicer Compliance Statement of Ally Financial for the year ended December 31, 2016.


•Administrator Compliance Statement of Ally Financial for the year ended December 31, 2016.


•Transfer Direction and Allocation Notice, dated October 17, 2014.


•Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault"), as Pledgor, in favor of the ACOLT 2014-SN2 Secured Noteholders as Pledgees, dated as of October 22, 2014.


•Sale and Contribution Agreement between Ally Bank, as seller, and ACOLT, dated as of October 22, 2014.


•Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of October 22, 2014.


•Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of October 22, 2014.


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•Pooling Agreement between Ally Bank and AAA, dated October 22, 2014.


•Trust Sale Agreement between AAA and the Issuing Entity, dated October 22, 2014.


•Administration Agreement among Ally Financial, AAA, and the Issuing Entity, dated October 22, 2014.





























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 24, 2017












































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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 October 22, 2014.*4.1Trust Agreement between Ally Auto Assets LLC ("AAA"), as Depositor, and Deutsche Bank Trust Company Delaware, as owner trustee (the "AART Owner Trustee"), dated October 22, 2014.*4.2AART Indenture between Ally Auto Receivables Trust 2014-SN2 (the "Issuing Entity") and Citibank, N.A., as indenture trustee (the "AART Indenture Trustee"), dated as of October 22, 2014.*4.3ACOLT Indenture between Ally Central Originating Lease Trust ("ACOLT") and Citibank, N.A., as the indenture trustee (the "ACOLT Indenture Trustee"), dated October 22, 2014.*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, 2016.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, 2016.Filed herewith.34.1Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Ally Financial dated March 10, 2017 for the year ended December 31, 2016.Filed herewith.34.2Registered Public Accounting Firm Attestation Report on Assessment of Compliance with applicable Servicing Criteria of Citibank N.A., dated February 24, 2017 for the year ended December 31, 2016.Filed herewith.35.1Servicer Compliance Statement of Ally Financial for the year ended December 31, 2016.Filed herewith.35.2Administrator Compliance Statement of Ally Financial for the year ended December 31, 2016.Filed herewith.99.1Transfer Direction and Allocation Notice, dated October 17, 2014.*99.2Vault Pledge and Security Agreement by Vehicle Asset Universal Leasing Trust ("Vault"), as Pledgor, in favor of the ACOLT 2014-SN2 Secured Noteholders as Pledgees, dated as of October 22, 2014.*99.3Sale and Contribution Agreement between Ally Bank, as seller, and ACOLT, dated as of October 22, 2014.*99.4Servicing Agreement between ACOLT and Ally Financial, as Servicer and Custodian, dated as of October 22, 2014.*99.5Pull Ahead Funding Agreement among ACOLT, Ally Financial, as Pull Ahead Agent, and Citibank N.A., as ACOLT Indenture Trustee, dated as of October 22, 2014.*99.6Pooling Agreement between Ally Bank and AAA, dated October 22, 2014.*99.7Trust Sale Agreement between AAA and the Issuing Entity, dated October 22, 2014.*99.8Administration Agreement among Ally Financial, AAA, and the Issuing Entity, dated October 22, 2014.*


*Incorporated by reference to the corresponding Exhibit to the Issuing Entity’s Current Report on Form 8-K filed on October 23, 2014  (File No. 333-181915-05).





**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. 333-163392).





***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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