Item 1.
Business.
Item 1A.
Item 1A.
Risk Factors.
Item 2.
Item 2.
Properties.
Item 3.
Item 3.
Legal Proceedings.
Item 4.
Item 4.
Mine Safety Disclosures.
PART II
Item 9B.
Other Information.
Nothing to report.
The following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:
Item 5.
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Item 6.
Item 6.
Selected Financial Data.
Item 7.
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Item 8.
Item 8.
Financial Statements and Supplementary Data.
Item 9.
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A.
Item 9A.
Controls and Procedures.
PART III
The following Items have been omitted in accordance with General Instruction J(1) to Form 10-K:
Item 10.
Item 10.
Directors, Executive Officers and Corporate Governance.
Item 11.
Item 11.
Executive Compensation.
Item 12.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Item 14.
Item 14.
Principal Accountant Fees and Services.
PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS
BEING PROVIDED IN THIS REPORT ON 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 - Financial Information.
Nothing to report.
Item 1115(b) of Regulation AB. Certain Derivatives Instruments - Financial Information.
Nothing to report.
Item 1117 of Regulation AB. Legal Proceedings.
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental
authorities, against the Sponsor, the Depositor, U.S. Bank National Association (the "Indenture Trustee"),
Wilmington Trust, National Association (the "Owner Trustee"), Daimler Trust (the "Titling Trust"), Daimler Title
Co. (the "Collateral Agent"), the Issuing Entity, or any other party contemplated by Item 1117 of Regulation AB or
any property thereof, that are material to holders of the Asset Backed Notes issued by the Issuing Entity (the
"Notes").
Item 1119 of Regulation AB. Affiliations and Certain Relationships and Related Transactions.
The Depositor is an affiliate of Mercedes-Benz Financial Services USA, which acts as Sponsor, Servicer
and Administrator, in that Mercedes-Benz Financial Services USA is the sole equity member of the Depositor.
The Sponsor acts as originator (as contemplated by Item 1110 of Regulation AB) of the lease assets
assigned to the Titling Trust and services the leases. The Issuing Entity issued the Mercedes-Benz Auto Lease Trust
2012-A asset backed certificates to the Depositor which in turn transferred the certificates to the Sponsor, and
through this issuance and transfer, the Sponsor has acquired a 100% ownership interest in the Issuing Entity;
therefore, the Issuing Entity is an affiliated party of the Sponsor and, indirectly, of the Depositor.
The Indenture Trustee is an affiliate of the Collateral Agent.
There are no significant obligors, external enhancement or support providers, or other material parties
related to the Notes.
In addition, there are no business relationships, agreements, arrangements, transactions or understandings
outside the ordinary course of business or on terms other than would be obtained in an arm's length transaction with
an unrelated party, apart from this asset-backed securities transaction involving the issuance of the Notes by the
Issuing Entity, between the Sponsor, the Depositor or the Issuing Entity and any of the parties, or affiliates of such
parties, mentioned in this Item.
Item 1122 of Regulation AB. Compliance with Applicable Servicing Criteria.
Each of the Sponsor, in its capacity as Servicer, and the Indenture Trustee (together with the Sponsor in its
capacity as Servicer, each, a "Servicing Participant") has been identified by the registrant as a party participating in
the servicing function during the reporting period with respect to the pool assets held by the Issuing Entity. Each
Servicing Participant has completed a report on an assessment of compliance with the servicing criteria applicable to
such Servicing Participant (each, a "Report on Assessment") as of December 31, 2013 and for the reporting period,
which Reports on Assessment are attached as Exhibits 33.1 and 33.2 to this report on Form 10-K. In addition, each
Servicing Participant has provided an attestation report (each, an "Attestation Report") by a registered independent
public accounting firm on its Report on Assessment. The Attestation Reports are attached as Exhibits 34.1 and 34.2
to this report on Form 10-K. The Report of Assessment prepared by the Indenture Trustee and the Attestation Report
provided by the Indenture Trustee did not identify any material instances of noncompliance with the servicing
criteria applicable to the Indenture Trustee. The Report of Assessment prepared by the Servicer and the Attestation
Report provided by the Servicer identified the following instance of noncompliance:
* With respect to servicing criterion 1122 (d)(4)(vii), certain loss mitigation or recovery actions
were not initiated, conducted and concluded in accordance with time frames or other requirements
established by the transaction agreements.
MBFS believes that distribution to security holders were not materially impacted as a result of the material instance
of noncompliance noted above. Nevertheless, MBFS is exploring procedural and policy changes to achieve full
compliance with those requirements.
Item 1123 of Regulation AB. Servicing Compliance Statement.
The information required by this item is attached as Exhibit 35.1.
PART IV
Item 15.
Item 15.
Exhibits and Financial Statement Schedules.
(a)
The following documents are filed as part of this report
(1)
Not applicable.
(2)
Not applicable.
(3)
See Item 15(b) below.
(b)
Exhibits Required by Item 601 of Regulation S-K
Exhibit
Number
Description
1.1
Underwriting Agreement, dated March 15, 2012, among Daimler Trust Leasing LLC, as Depositor,
Mercedes-Benz Financial Services USA LLC, and J.P. Morgan Securities LLC., Barclays Capital
Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein
(included in Exhibit 1.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 20,
2012, which is incorporated herein by reference).
3.1
Certificate of Formation of Daimler Trust Leasing LLC (included in Exhibit 3.1 to the Registration
Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December
27, 2011, which is incorporated herein by reference).
3.2
Limited Liability Company Agreement of Daimler Trust Leasing LLC (included in Exhibit 3.2 to
the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the
SEC on December 27, 2011, which is incorporated herein by reference).
3.3
Second Amended and Restated Trust Agreement, dated as of April 1, 2008, of Daimler Trust,
among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC, as initial
beneficiary and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.3 to the
Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on
December 27, 2011, which is incorporated herein by reference).
Exhibit
Number
Description
3.4
Amendment to Second Amended and Restated Trust Agreement of Daimler Trust, dated as of
March 1, 2009, among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC
and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.4 to the Registration
Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December
27, 2011, which is incorporated herein by reference).
4.1
Indenture, dated as of March 1, 2012, between the Issuing Entity and U.S. Bank National
Association, as Indenture Trustee (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity, as
filed with the SEC on March 29, 2012, which is incorporated herein by reference).
4.2
Amended and Restated Trust Agreement, dated as of March 1, 2012, among Daimler Trust Leasing
LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (included in
Exhibit 4.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is
incorporated herein by reference).
4.3
Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler
Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title
Co., as collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer
(included in Exhibit 4.3 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-
178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by
reference).
4.4
2012-A Exchange Note Supplement, dated as of March 1, 2012, among Daimler Trust, as borrower,
U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral
agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer (included in
Exhibit 4.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is
incorporated herein by reference).
10.1
First-Tier Sale Agreement, dated as of March 1, 2012, between Mercedes-Benz Financial Services
USA LLC, as seller, and Daimler Trust Leasing LLC, as purchaser (included in Exhibit 10.1 to the
Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is incorporated
herein by reference).
10.2
Second-Tier Sale Agreement, dated as of March 1, 2012, between Daimler Trust Leasing LLC, as
seller, and the Issuing Entity, as purchaser (included in Exhibit 10.2 to the Form 8-K of the Issuing
Entity, as filed with the SEC on March 29, 2012, which is incorporated herein by reference).
10.3
Amended and Restated Servicing Agreement, dated as of March 1, 2009, among Mercedes-Benz
Financial Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler
Title Co., as collateral agent (included in Exhibit 10.3 to the Registration Statement on Form S-3,
Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is
incorporated herein by reference).
10.4
2012-A Servicing Supplement, dated as of March 1, 2012, among Mercedes-Benz Financial
Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co.,
as collateral agent (included in Exhibit 10.4 to the Form 8-K of the Issuing Entity, as filed with the
SEC on March 29, 2012, which is incorporated herein by reference).
31.1
Certification of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a-
14(d)/15d-14(d) (Section 302 Certification).
33.1
Report on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services
USA LLC, as Servicer.
33.2
Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association, as
Indenture Trustee.
34.1
Attestation Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria
relating to Mercedes-Benz Financial Services USA LLC, as Servicer.
Exhibit
Number
Description
34.2
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria
relating to U.S. Bank National Association, as Indenture Trustee.
35.1
Servicer Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.
99.1
Intercreditor Agreement, dated as of August 1, 2007, among Mercedes-Benz Financial Services
USA LLC, Daimler Trust, Daimler Trust Holdings LLC, and the other persons becoming party
thereto from time to time pursuant to a Joinder Agreement (included in Exhibit 99.1 to the
Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on
December 27, 2011, which is incorporated herein by reference).
99.2
2012-A Collateral Account Control Agreement, dated as of March 1, 2012, between the Issuing
Entity and U.S. Bank National Association, as assignee-secured party and as securities intermediary
(included in Exhibit 99.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29,
2012, which is incorporated herein by reference).
99.3
Titling Trust Account Control Agreement, dated as of March 1, 2012, between Daimler Trust and
U.S. Bank National Association, as assignee-secured party and as securities intermediary (included
in Exhibit 99.3 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012,
which is incorporated herein by reference).
99.4
2012-A Administration Agreement, dated as of March 1, 2012, among the Issuing Entity, Mercedes-
Benz Financial Services USA LLC, as Administrator, and U.S. Bank National Association, as
Indenture Trustee (included in Exhibit 99.4 to the Form 8-K of the Issuing Entity, as filed with the
SEC on March 29, 2012, which is incorporated herein by reference).
(c) Not applicable.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
No annual report to security holders, proxy statement, form of proxy or other proxy soliciting material has been sent
to any security holders or is presently anticipated to be furnished to security holders subsequent to the filing of this
annual report on Form 10-K.
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 to be signed on its behalf by the undersigned, thereunto duly authorized.
Mercedes-Benz Auto Lease Trust 2012-A
(Issuing Entity)
By: Mercedes-Benz Financial Services USA LLC
(Servicer)
By: /s/ Brian T. Stevens
Name: Brian T. Stevens
Title: Vice President and Controller
Dated: March 18, 2014
EXHIBIT INDEX
Exhibit
Number
Description
1.1
Underwriting Agreement, dated March 15, 2012, among Daimler Trust Leasing LLC, as Depositor,
Mercedes-Benz Financial Services USA LLC, and J.P. Morgan Securities LLC., Barclays Capital
Inc. and HSBC Securities (USA) Inc., as representatives of the several underwriters named therein
(included in Exhibit 1.1 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 20,
2012, which is incorporated herein by reference).
3.1
Certificate of Formation of Daimler Trust Leasing LLC (included in Exhibit 3.1 to the Registration
Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December
27, 2011, which is incorporated herein by reference).
3.2
Limited Liability Company Agreement of Daimler Trust Leasing LLC (included in Exhibit 3.2 to
the Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the
SEC on December 27, 2011, which is incorporated herein by reference).
3.3
Second Amended and Restated Trust Agreement, dated as of April 1, 2008, of Daimler Trust,
among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC, as initial
beneficiary and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.3 to the
Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on
December 27, 2011, which is incorporated herein by reference).
3.4
Amendment to Second Amended and Restated Trust Agreement of Daimler Trust, dated as of
March 1, 2009, among Mercedes-Benz Financial Services USA LLC, Daimler Trust Holdings LLC
and BNY Mellon Trust of Delaware, as trustee (included in Exhibit 3.4 to the Registration
Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on December
27, 2011, which is incorporated herein by reference).
4.1
Indenture, dated as of March 1, 2012, between the Issuing Entity and U.S. Bank National
Association, as Indenture Trustee (included in Exhibit 4.1 to the Form 8-K of the Issuing Entity, as
filed with the SEC on March 29, 2012, which is incorporated herein by reference).
4.2
Amended and Restated Trust Agreement, dated as of March 1, 2012, among Daimler Trust Leasing
LLC, as Depositor, and Wilmington Trust, National Association, as Owner Trustee (included in
Exhibit 4.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is
incorporated herein by reference).
4.3
Amended and Restated Collateral Agency Agreement, dated as of March 1, 2009, among Daimler
Trust, as borrower, U.S. Bank Trust National Association, as administrative agent, Daimler Title
Co., as collateral agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer
(included in Exhibit 4.3 to the Registration Statement on Form S-3, Nos. 333-178761 and 333-
178761-01, as filed with the SEC on December 27, 2011, which is incorporated herein by
reference).
4.4
2012-A Exchange Note Supplement, dated as of March 1, 2012, among Daimler Trust, as borrower,
U.S. Bank Trust National Association, as administrative agent, Daimler Title Co., as collateral
agent, and Mercedes-Benz Financial Services USA LLC, as lender and as servicer (included in
Exhibit 4.4 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is
incorporated herein by reference).
10.1
First-Tier Sale Agreement, dated as of March 1, 2012, between Mercedes-Benz Financial Services
USA LLC, as seller, and Daimler Trust Leasing LLC, as purchaser (included in Exhibit 10.1 to the
Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012, which is incorporated
herein by reference).
10.2
Second-Tier Sale Agreement, dated as of March 1, 2012, between Daimler Trust Leasing LLC, as
seller, and the Issuing Entity, as purchaser (included in Exhibit 10.2 to the Form 8-K of the Issuing
Entity, as filed with the SEC on March 29, 2012, which is incorporated herein by reference).
Exhibit
Number
Description
10.3
Amended and Restated Servicing Agreement, dated as of March 1, 2009, among Mercedes-Benz
Financial Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler
Title Co., as collateral agent (included in Exhibit 10.3 to the Registration Statement on Form S-3,
Nos. 333-178761 and 333-178761-01, as filed with the SEC on December 27, 2011, which is
incorporated herein by reference).
10.4
2012-A Servicing Supplement, dated as of March 1, 2012, among Mercedes-Benz Financial
Services USA LLC, as servicer and as lender, Daimler Trust, as titling trust, and Daimler Title Co.,
as collateral agent (included in Exhibit 10.4 to the Form 8-K of the Issuing Entity, as filed with the
SEC on March 29, 2012, which is incorporated herein by reference).
31.1
Certification of Mercedes-Benz Financial Services USA LLC, as Servicer, pursuant to Rule 13a-
14(d)/15d-14(d) (Section 302 Certification).
33.1
Report on Assessment of Compliance with Servicing Criteria for Mercedes-Benz Financial Services
USA LLC, as Servicer.
33.2
Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association, as
Indenture Trustee.
34.1
Attestation Report of Grant Thornton LLP on Assessment of Compliance with Servicing Criteria
relating to Mercedes-Benz Financial Services USA LLC, as Servicer.
34.2
Attestation Report of Ernst & Young LLP on Assessment of Compliance with Servicing Criteria
relating to U.S. Bank National Association, as Indenture Trustee.
35.1
Servicer Compliance Statement of Mercedes-Benz Financial Services USA LLC, as Servicer.
99.1
Intercreditor Agreement, dated as of August 1, 2007, among Mercedes-Benz Financial Services
USA LLC, Daimler Trust, Daimler Trust Holdings LLC, and the other persons becoming party
thereto from time to time pursuant to a Joinder Agreement (included in Exhibit 99.1 to the
Registration Statement on Form S-3, Nos. 333-178761 and 333-178761-01, as filed with the SEC on
December 27, 2011, which is incorporated herein by reference).
99.2
2012-A Collateral Account Control Agreement, dated as of March 1, 2012, between the Issuing
Entity and U.S. Bank National Association, as assignee-secured party and as securities intermediary
(included in Exhibit 99.2 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29,
2012, which is incorporated herein by reference).
99.3
Titling Trust Account Control Agreement, dated as of March 1, 2012, between Daimler Trust and
U.S. Bank National Association, as assignee-secured party and as securities intermediary (included
in Exhibit 99.3 to the Form 8-K of the Issuing Entity, as filed with the SEC on March 29, 2012,
which is incorporated herein by reference).
99.4
2012-A Administration Agreement, dated as of March 1, 2012, among the Issuing Entity, Mercedes-
Benz Financial Services USA LLC, as Administrator, and U.S. Bank National Association, as
Indenture Trustee (included in Exhibit 99.4 to the Form 8-K of the Issuing Entity, as filed with the
SEC on March 29, 2012, which is incorporated herein by reference).