Item 1. BUSINESS.
This Annual Report on Form 10-K is being filed by Nissan Auto Receivables Corporation II (“NARC II”), on behalf of the Nissan Auto Receivables 2005-C Owner Trust (the “Trust”), a Delaware statutory trust formed pursuant to a trust agreement, dated as of December 23, 2004, between NARC II, as Seller (the “Seller”), and Wilmington Trust Company, as owner trustee (the “Owner Trustee”). Reference is further made to the Indenture, dated as of September 16, 2005, among the Trust, as issuer, and Wells Fargo Bank, National Association, as indenture trustee (the “Indenture Trustee,” together with the Owner Trustee, the “Trustees”), providing for the issuance by the Trust of notes entitled “Nissan Auto Receivables 2005-C Owner Trust 3.861% Asset Backed Notes, Class A-1” (the “Class A-1 Notes”), “Nissan Auto Receivables 2005-C Owner Trust 4.140% Asset Backed Notes, Class A-2” (the “Class A-2 Notes”), “Nissan Auto Receivables 2005-C Owner Trust 4.190% Asset Backed Notes, Class A-3” (the “Class A-3 Notes”) and “Nissan Auto Receivables 2005-C Owner Trust 4.310% Asset Backed Notes, Class A-4” (the “Class A-4 Notes”, together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the “Notes”), registered under the Securities Act of 1933. Certain information that may otherwise have been required to be included herein pursuant to Form 10-K has been omitted herefrom, or in certain cases certain information has been included herein in lieu of such otherwise required information, in accordance with the letter, dated June 28, 1996 (the “No-Action Letter”), of the staff of the Office of Chief Counsel of the Division of Corporation Finance of the Securities and Exchange Commission issued with respect to series of pass-through securities issued by trusts formed by the Seller or an affiliate thereof, as originator, including the Notes.
Item 2.
Item 2. PROPERTIES.
The following table sets forth the aggregate information of the Trust for the period from September 8, 2005 (commencement of operations) through March 31, 2006 (Dollars in thousands). The aggregate information has been reported on an accrual basis. Therefore, cash activity for the month of March 2006, which was subsequently settled on April 17, 2006, is included.
Distributions Allocable to Principal
$300,312
Distributions Allocable to Income
$29,285
Amounts Received from the Yield Supplement
Account Distributed as Income
$1,506
Servicing Fees Paid to Servicer (Nissan Motor Acceptance Corporation)
$7,472
Class A-1 Notes Percentage of Servicing Fees
18.12%
Class A-2 Notes Percentage of Servicing Fees
23.73%
Class A-3 Notes Percentage of Servicing Fees
33.80%
Class A-4 Notes Percentage of Servicing Fees
18.85%
Certificates Percentage of Servicing Fees
5.50%
Additional Servicing Compensation
Paid to Servicer (Nissan Motor Acceptance Corporation)
$0.00
Gross Losses
$(3,985)
Principal Recoveries of Defaulted Receivables
$1,255
Average Rate and Percentages for the period from September 8, 2005 through March 31, 2006:
Average Net Loss Ratio (including repossessions)
0.37%
Number of
Delinquent
Accounts
Dollar Amount of
Delinquent Accounts
31-60 Days Delinquent
2,744
$52,871
61-90 Days Delinquent
$9,768
Days or More Delinquent
$2,311
Item 3.
Item 3. LEGAL PROCEEDINGS.
Nothing to report.
Item 4.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Nothing to report.
PART II
Item 5.
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(a)
There is no established public trading market for the common equity of the Trust.
(b)
On March 31, 2006, there was one holder of record of the common equity issued by the Trust.
Item 9.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Nothing to report.
PART III
Item 12.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Title
Name and Address of
Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of
Class
Certificates
Nissan Auto Receivables Corporation II
Directly owns 100% of the Certificates of the Trust
100%
PART IV
Item 15.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) List of documents filed as part of the Annual Report:
The exhibits listed on the accompanying Exhibit Index on page 7 are filed as part of this report.
(b) Reports on Form 8-K:
The Trust filed certain transaction documents in connection with the close of the transaction to issue the Notes on September 14, 2005 and September 20, 2005 in Current Reports on Form 8-K. In addition, the Trust filed Current Reports on Form 8-K regarding monthly distributions of principal and interest to noteholders on October 28, 2005 for month ended September 30, 2005, on November 30, 2005 for month ended October 31, 2005, on December 27, 2005 for month ended November 30, 2005, on January 30, 2006 for month ended December 31, 2005, on February 27, 2006 for month ended January 31, 2006, on March 29, 2006 for month ended February 28, 2006, and on April 28, 2006 for month ended March 31, 2006, and included in each such Form 8-K report, as exhibits thereto, was the monthly servicing report for each respective month end as provided by the Servicer to the Trustees.
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.
Date: June 28, 2006
NISSAN AUTO RECEIVABLES 2005-C OWNER TRUST
By: NISSAN AUTO RECEIVABLES CORPORATION II
By: /s/ Kazuhiko Kazama____________________
Kazuhiko Kazama
Treasurer
EXHIBIT INDEX
Exhibit No.
Description
Sequentially
Numbered
Page
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Relevant Rules and Regulations of the Securities and Exchange Commission
99.1
Report of Independent Registered Public Accounting Firm and Management’s Assertion on Compliance with Nissan Motor Acceptance Corporation’s Established Minimum Servicing Standards for Automobile Loans
99.2
Officer's Certificate of the Servicer Regarding Compliance, dated as of March 31,