Item 1. Business.
Not applicable.
Item 1A.
Item 1A. Risk Factors.
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2.
Item 2. Properties.
Not applicable.
Item 3.
Item 3. Legal Proceedings.
Not applicable.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fiscal year covered by this annual report to a vote of holders of either the Notes or Certificates.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE WITH
GENERAL INSTRUCTION J TO FORM 10-K:
Item 1112(b) of Regulation AB, Significant Obligor Financial Information
Not applicable.
Items 1114(b)(2) and Item 1115(b) of Regulation AB, Significant Enhancement Provider Financial Information
Not applicable.
Item 1117 of Regulation AB, Legal Proceedings
There are no legal proceedings pending, or any proceedings known to be contemplated by governmental authorities, against Nissan Motor Acceptance Corporation (“NMAC” or the “Servicer” and “Sponsor”), Nissan Auto Receivables Corporation II (the “Depositor”), Wells Fargo Bank, National Association (the “Indenture Trustee”), Wilmington Trust Company (the “Owner Trustee”), Nissan Auto Receivables 2006-A Owner Trust (the “Issuer”), or any property thereof, that are or would be material to holders of the Notes and Certificates.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
(a)
Not applicable.
(b)
Not applicable.
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Not applicable.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Nothing to report.
Item 9A.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B.
Item 9B. Other Information.
No other information.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Item not applicable due to no directors or executive officers.
Item 11.
Item 11. Executive Compensation.
Not applicable.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Not applicable.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14.
Item 14. Principal Accountant Fees and Services.
Not applicable.
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
The Sponsor originates all of the pool assets owned by the Issuing Entity (in such capacity, the “Originator”) and services the pool assets. The Depositor is a wholly-owned subsidiary of NMAC (including in its role as originator, servicer and sponsor). Through its purchase of the Certificates, the Depositor has acquired a 100% ownership interest in the Issuing Entity; therefore, the Issuing Entity is an affiliated party of the Depositor and, indirectly, of the Sponsor (including in its role as originator and servicer).
The Indenture Trustee is not affiliated with any of the Sponsor (including in its role as originator and servicer), the Depositor or the Issuing Entity.
There are no significant obligors, external enhancement or support providers, or other material parties related to the Notes or Certificates.
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 and Certificates 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
(a) The following documents are filed as part of this report.
Exhibit No.
33.1 Nissan Motor Acceptance Corporation’s Report on Assessment of Compliance with Servicing Criteria
33.2 Management’s Assertion on Compliance with Regulation AB (Wells Fargo Bank, National Association)
34.1 Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
34.2 Report of Independent Registered Public Accounting Firm (KPMG LLP)
The Servicer has complied, in all material respects, with the Applicable Servicing Criteria, except for certain instances of technical non-compliance described below:
On four out of seventy-one occasions tested (5.6%), the Servicer did not remit to the applicable collection account on the first business day after receipt thereof a sufficient amount to cover all payments received in respect of the related pool assets. It did, however, timely deposit an estimated (but insufficient) amount, determined in good faith, and remitted the difference no later than the next record date. The Servicer believes that no material impact to the securityholders resulted from these errors and it is exploring procedural changes to achieve full compliance with this requirement going forward.
Item 1123 of Regulation AB, Servicer Compliance Statement
(a) The following documents are filed as part of this report.
Exhibit No.
35.1 Servicer Compliance Statement of Nissan Motor Acceptance Corporation
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(b) The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index.
(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 of the Act.
No annual report, 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.
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.
NISSAN AUTO RECEIVABLES 2006-A OWNER TRUST
By: Nissan Motor Acceptance Corporation, Servicer
By: /s/ Rakesh Kochhar
Rakesh Kochhar
Treasurer
Date: March 30,
EXHIBIT INDEX
The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.
Exhibit No.
3.1
Amended and Restated Certificate of Incorporation of NARC II
3.2
Bylaws of NARC II
4.1
Sale and Servicing Agreement, dated as of January 31, 2006, by and among the Issuing Entity, as issuer, NARC II, as seller, and NMAC, as servicer (incorporated by reference to Exhibit 4.1 of Form 8-K, dated February 3, 2006, File No. 333-120079)
4.2
Indenture, dated as of January 31, 2006, by and between the Issuing Entity, as issuer, and the Indenture Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, dated February 3, 2006, File No. 333-120079)
4.3
Purchase Agreement, dated as of January 31, 2006, by and between NARC II, as purchaser, and NMAC, as seller (incorporated by reference to Exhibit 4.3 of Form 8-K, dated February 3, 2006, File No. 333-120079)
4.4
Amended and Restated Trust Agreement, dated as of January 31, 2006, by and between NARC II, as depositor, and Wilmington Trust Company, as Owner Trustee (incorporated by reference to Exhibit 4.4 of Form 8-K, dated February 3, 2006, File No. 333-120079)
4.5
Administration Agreement, dated as of January 31, 2006, by and among the Issuing Entity, as issuer, NMAC, as administrator, the Indenture Trustee and the Owner Trustee (incorporated by reference to Exhibit 4.5 of Form 8-K, dated February 3, 2006, File No. 333-120079)
4.6
Yield Supplement Agreement, dated as of January 31, 2006, by and among the Issuing Entity, NARC II, as seller, NMAC, as servicer, and the Indenture Trustee (incorporated by reference to Exhibit 4.6 of Form 8-K, dated February 3, 2006, File No. 333-120079)
31.1
Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
33.1
Nissan Motor Acceptance Corporation’s Report on Assessment of Compliance With Servicing Criteria
33.2
Management’s Assertion on Compliance With Regulation AB (Wells Fargo Bank, National Association)
34.1
Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
34.2
Report of Independent Registered Public Accounting Firm (KPMG LLP)
35.1
Servicer Compliance Statement of Nissan Motor Acceptance Corporation
99.1
Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes and Certificates