UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2018
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
333-183569-06
(Commission file number of Issuing Entity)
NISSAN AUTO RECEIVABLES 2015-A OWNER TRUST
(Exact name of issuing entity specified in its charter)
Central Index Key Number of issuing entity: 0001633532
333-183569
(Commission file number of Depositor)
NISSAN AUTO RECEIVABLES CORPORATION II
(Exact name of depositor as specified in its charter)
Central Index Key Number of depositor: 0001129068
NISSAN MOTOR ACCEPTANCE CORPORATION
(Exact name of sponsor as specified in its charter)
Central Index Key Number of sponsor: 0001540639
| DELAWARE | 38-7133768 | |
| (State or other jurisdiction of incorporation or organization of the Issuing Entity) |
(I.R.S. Employer Identification No.) |
| One Nissan Way, Franklin, Tennessee | 37067 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (615) 725-1121
Securities registered pursuant to Section 12(b) of the Act: None
Securities 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 ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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. 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. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer: | ☐ | Accelerated Filer: | ☐ | |||
| Non-Accelerated Filer: | ☒ (Do not check if a smaller reporting company) | Smaller reporting company: | ☐ | |||
| Emerging growth company: | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ 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. Not applicable.
Registrant has no common equity outstanding held by non-affiliates.
PART I
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
| (A) | Item 1. Business. |
| (B) | Item 1A. Risk Factors. |
| (C) | Item 2. Properties. |
| (D) | Item 3. Legal Proceedings. |
| Item 1B. | Unresolved Staff Comments. |
Nothing to report.
| Item 4. | Mine Safety Disclosures. |
Nothing to report.
PART II
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
| (A) | Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
| (B) | Item 6. Selected Financial Data. |
| (C) | Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
| (D) | Item 7A. Quantitative and Qualitative Disclosures About Market Risk. |
| (E) | Item 8. Financial Statements and Supplementary Data. |
| (F) | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
| (G) | Item 9A. Controls and Procedures. |
| Item 9B. | Other Information. |
Nothing to report.
PART III
The following items have been omitted in accordance with General Instructions J(1) to Form 10-K:
| (A) | Item 10. Directors, Executive Officers and Corporate Governance. |
| (B) | Item 11. Executive Compensation. |
| (C) | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
| (D) | Item 13. Certain Relationships and Related Transactions, and Director Independence. |
| (E) | Item 14. Principal Accountant Fees and Services. |
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PART IV
| 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 Item 15(b) below.
| (b) | The exhibits filed in response to Item 601 of Regulation S-K. |
The following exhibits are filed as part of this annual report or, where indicated, were heretofore filed and are hereby incorporated by reference.
| (c) | Not applicable. |
Item 16. Form 10-K Summary.
Not applicable.
SUBSTITUTE INFORMATION PROVIDED IN ACCORDANCE
WITH GENERAL INSTRUCTION J(2) TO FORM 10-K:
Item 1112(b) of Regulation AB. Significant Obligors of Pool Assets.
Nothing to report.
Items 1114(b)(2) of Regulation AB. Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
Nothing to report.
Items 1115(b) of Regulation AB. Certain Derivatives Instruments.
Nothing to report.
Item 1117 of Regulation AB. Legal Proceedings.
Wells Fargo Bank, National Association, the indenture trustee, has provided the information contained in the following four paragraphs for purposes of compliance with Regulation AB.
On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts.
On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action complaint in the United States District Court for the Southern District of New York (the “District Court”) against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based upon, among other things, the trustee’s alleged
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failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal Court Complaint filed a new complaint in New York state court (the “State Court Complaint”).
In September 2017, Royal Park Investments SA/NV (“Royal Park”), one of the plaintiffs in the District Court cases against Wells Fargo Bank, filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based on Wells Fargo Bank’s indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred in defending the District Court case filed by Royal Park.
With respect to the foregoing litigations, Wells Fargo Bank believes plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.
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.
Item 1122 of Regulation AB. Compliance with applicable Servicing Criteria.
Nissan Motor Acceptance Corporation (the “Servicer”) and the Indenture Trustee (collectively, the “Servicing Parties”) have each been identified by the registrant as parties participating in the servicing function with respect to the asset pool held by the Issuing Entity. Each of the Servicing Parties has completed a report on an assessment of compliance with the servicing criteria set forth in paragraph (d) of Item 1122 of Regulation AB applicable to it (each, a “Servicing Assessment Report”), which Servicing Assessment Reports are attached as exhibits to this Form 10-K. In addition, each of the Servicing Parties has provided an attestation report (each, an “Attestation Report”) by a registered public accounting firm, which Attestation Reports are also attached as exhibits to this Form 10-K.
The Servicing Assessment Report and the related Attestation Report completed with respect to the Indenture Trustee do not identify any material instance of noncompliance with the servicing criteria applicable to the Indenture Trustee.
The Servicing Assessment Report for the Servicer and the related Attestation Report have identified a material instance of noncompliance related to the servicing criterion set forth in Item 1122(d)(4)(vi)—changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) were not made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. This material instance of noncompliance may relate to the receivables underlying the asset-backed securities covered in this Form 10-K and issued by the Issuer.
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Under the transaction agreements for retail and lease asset-backed securities in transactions included in the assessed retail and lease contract servicing platform (the “Platform”), extensions of receivables and lease contracts are required to be made in accordance with the Servicer’s customary servicing practices. Certain extensions for receivables and lease contracts were not approved by an employee of the Servicer with the appropriate level of authority and certain receivables and lease contracts received duplicate extensions on the same day due to the processing of duplicate service requests, in each case, not in accordance with the Servicer’s customary servicing practices.
The Servicer has corrected internal procedures to ensure that all extensions are made in accordance with the Servicer’s customary servicing practices as specified in the transaction agreements. The Servicer has concluded that the identified material instance of non-compliance did not result in any material adverse effect on noteholders or change the amount or timing of payments to noteholders.
Item 1123 of Regulation AB. Servicer Compliance Statement.
The Servicer has provided a statement of compliance for the reporting period, signed by an authorized officer. The Compliance Statement is attached as an exhibit to this Form 10-K.
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, proxy statement, form of proxy or other proxy soliciting material has been sent to securityholders, and the registrant does not presently contemplate sending any such materials subsequent to the filing of this annual report on Form 10-K.
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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 2015-A OWNER TRUST | ||
| By: Nissan Motor Acceptance Corporation, Servicer | ||
| By: | /s/ Kevin J. Cullum | |
| Kevin J. Cullum | ||
| President and Chief Executive Officer | ||
| (senior officer in charge of servicing | ||
| function) | ||
Date: June 29, 2018
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Exhibit 31.1
Certification of Senior Officer in Charge of the Servicing Function
of the Servicer Pursuant to Rule 15d-14(d)
CERTIFICATION
I, Kevin J. Cullum, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of Nissan Auto Receivables 2015-A Owner Trust (the “Exchange Act periodic reports”);
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
4. I am responsible for reviewing the activities performed by the servicer and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under the servicing agreement in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated party: Wells Fargo Bank, National Association
Date: June 26, 2018
| By: | /s/ Kevin J. Cullum | |
| Kevin J. Cullum | ||
| President and Chief Executive Officer of | ||
| Nissan Motor Acceptance Corporation | ||
| (senior officer in charge of the servicing function) | ||
Exhibit 33.1
Certification of Senior Officer in Charge of the Servicing Function
of the Servicer Pursuant to Rule 15d-14(d)
Report on Assessment of Compliance with Applicable Servicing Criteria
| 1. | Nissan Motor Acceptance Corporation (“NMAC”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month period ended March 31, 2018 (the “Reporting Period”). The transactions covered by this report include registered asset-backed securities sponsored by NMAC involving securitization of motor vehicle retail installment sale contracts and lease contracts serviced by NMAC (the “Platform”); |
| 2. | NMAC has engaged certain vendors (the “Vendors”) to perform specific, limited or prescribed activities, and NMAC elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities and NMAC represents that such Vendors are not servicers as defined in paragraph (j) of Item 1101 of Regulation AB; |
| 3. | Presented in Appendix A hereto are the servicing criteria (and portions thereof) impacted by the Vendors’ activities and for which NMAC is assuming responsibility; |
| 4. | Except as set forth in paragraphs 5 and 6 below, NMAC used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria; |
| 5. | NMAC has determined that criteria 1122(d)(1)(iii), (d)(1)(iv), (d)(2)(vi), (d)(4)(ix), (d)(4)(x), (d)(4)(xi), (d)(4)(xii), (d)(4)(xiii) and (d)(4)(xv) are not applicable to NMAC based on the activities it performs, directly or through its Vendors or subsidiaries, with respect to the Platform; |
| 6. | NMAC has determined that criteria 1122(d)(2)(ii) and (d)(3)(ii)-(iii) pertaining to the actual disbursement or remittance of funds to investors and criteria 1122(d)(2)(iv) and (d)(3)(iv) do not apply to NMAC since performing such activities in connection with these criteria are the responsibility of the applicable indenture trustee; |
| 7. | Other than as described in the next sentence, NMAC has complied, in all material respects, with the applicable servicing criteria as of March 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole. With respect to the servicing criterion set forth in Item 1122(d)(4)(vi), extensions were not made, reviewed and approved as specified by authorized personnel in accordance with company policy, for certain transactions within the Platform, as described in Appendix B hereto; |
| 8. | NMAC has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of March 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; |
| 9. | NMAC has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of March 31, 2018 and for the Reporting Period with respect to the Platform taken as a whole; and |
| 10. | Ernst & Young LLP (“E&Y”), a registered public accounting firm, has issued an attestation report on NMAC’s assessment of compliance with the applicable servicing criteria for the Reporting Period. |
June 26, 2018
| NISSAN MOTOR ACCEPTANCE CORPORATION | ||
| By: | /s/ Kevin J. Cullum | |
| Name: Kevin J. Cullum | ||
| Title: President and | ||
| Chief Executive Officer | ||
APPENDIX A
| Reference |
Servicing Criteria | |
| Cash Collection and Administration | ||
| 1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. | |
| 1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | |
| Pool Asset Administration | ||
| 1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | |
| 1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | |
| 1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements. | |
| 1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | |
APPENDIX B
| Reference |
Servicing Criteria | |
| Material Non-Compliance | ||
| 1122 (d)(4)(vi) | Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. | |
| Discussion of Non-Compliance | ||
| Under the transaction agreements for retail and lease asset-backed securities in transactions included in the assessed retail and lease contract servicing platform (the “Platform”), extensions of receivables and lease contracts are required to be made in accordance with NMAC’s customary servicing practices. Certain extensions for receivables and lease contracts were not approved by an employee of NMAC with the appropriate level of authority and certain receivables and lease contracts received duplicate extensions on the same day due to the processing of duplicate service requests, in each case, not in accordance with NMAC’s customary servicing practices.
NMAC has corrected internal procedures to ensure that all extensions are made in accordance with NMAC’s customary servicing practices as specified in the transaction agreements. NMAC has concluded that the identified material instance of non-compliance did not result in any material adverse effect on noteholders or change the amount or timing of payments to noteholders. | ||
Exhibit 33.2
Management’s Assessment on Compliance with Regulation AB
(Wells Fargo Bank, National Association)
ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA
The management (“Management”) of the Corporate Trust Services division of Wells Fargo Bank, National Association (the “Company”) is responsible for assessing the Company’s compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:
Period: As of and for the twelve months ended March 31, 2018 (the “Period”).
Platform: The platform consists of asset-backed securities (“ABS”) transactions for which the Company provides trustee and/or paying agent services and for which (a) either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration, and the Company either has an obligation under the transaction agreements or was requested by the sponsor or depositor to deliver an assessment of compliance with the applicable servicing criteria under Item 1122(d) of Regulation AB, and (b) the issuing entity has a fiscal year that ends on March 31 (the “March ABS Platform”). Appendix A identifies the individual transactions defined by Management as constituting the March ABS Platform for the Period.
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d) applicable to the Company’s obligations in the related transaction agreements with respect to the March ABS Platform for the Period, except for the following servicing criteria: 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i) – 1122(d)(4)(xv), which Management has determined are not applicable to the Company’s obligations in the related transaction agreements with respect to the March ABS Platform for the Period; provided however that, with respect to the March ABS Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s obligation to make remittances to investors in accordance with the transaction agreements (the “Applicable Servicing Criteria”).
With respect to the March ABS Platform and the Period, Management provides the following assessment of the Company’s compliance with respect to the Applicable Servicing Criteria:
1. Management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
2. Management has assessed the Company’s compliance with the Applicable Servicing Criteria. In performing this assessment, Management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
3. With respect to applicable servicing criterion 1122(d)(1)(ii), Management has determined that there were no activities performed during the Period with respect to the March ABS Platform, because there were no occurrences of events that would require the Company to perform such activities.
4. Based on such assessment for the Period, the Company has complied, in all material respects with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to Management’s assessment of the Company’s compliance with the Applicable Servicing Criteria for the Period.
| WELLS FARGO BANK, National Association | ||
| By: | /s/ Bruce C. Wandersee | |
| Bruce C. Wandersee | ||
| Title: Senior Vice President | ||
| Dated: April 23, 2018 | ||
Appendix A to the Company’s Assessment of Compliance with the Applicable Servicing Criteria
| March ABS Platform Transactions |
| Nissan Auto Receivables 2014-B Owner Trust |
| Nissan Auto Receivables 2015-A Owner Trust |
Exhibit 34.1
Report of Independent Registered Public Accounting Firm (Ernst & Young LLP)
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholder
Nissan Motor Acceptance Corporation
We have examined management’s assertion, included in the accompanying Report on Assessment of Compliance With Applicable Servicing Criteria, that Nissan Motor Acceptance Corporation (the Company) complied with the servicing criteria set forth in Item 1122 (d) of the Securities and Exchange Commission’s Regulation AB for registered asset-backed securities sponsored by the Company involving securitization of motor vehicle retail installment sale contracts and lease contracts serviced by the Company (the “Platform”), except for the instance of material noncompliance described therein, as of and for the year ended March 31, 2018, and except for Items 1122 (d)(1)(iii), 1122 (d)(1)(iv), 1122 (d)(2)(iv), 1122 (d)(2)(vi), 1122 (d)(3)(iv), 1122 (d)(4)(ix), 1122 (d)(4)(x), 1122 (d)(4)(xi), 1122 (d)(4)(xii), 1122 (d)(4)(xiii), 1122 (d)(4)(xv) and the following servicing criteria as they pertain to the actual disbursement or remittance of funds to investors: 1122(d)(2)(ii), 1122(d)(3)(ii) and 1122(d)(3)(iii), which the Company has determined are not applicable to the activities performed by it with respect to the Platform covered by this report. Appendix A identifies the individual asset-backed transactions defined by management as constituting the Platform. Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the servicing criteria based on our examination. Our examination disclosed the following material instance of noncompliance with servicing criteria 1122 (d)(4)(vi) applicable to the Company during the year ended March 31, 2018. With respect to servicing criteria (d)(4)(vi), extensions were not made, reviewed and approved as specified in the transaction agreements for certain transactions within the Platform.
Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, and the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the individual asset-backed transactions and securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria and as permitted by Regulation AB Compliance and Disclosure Interpretations of the SEC’s Division of Corporation Finance, Section 200.06, “Vendors Engaged by Servicers” (C&DI 200.06). Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion.
Our examination disclosed the following material instance of noncompliance with servicing criteria 1122 (d)(4)(vi) applicable to the Company during the year ended March 31, 2018. With respect to servicing criteria (d)(4)(vi), extensions were not made, reviewed and approved as specified in the transaction agreements for certain transactions within the Platform.
Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
As described in management’s assertion, for servicing criteria 1122 (d)(2)(i), 1122 (d)(2)(vii), 1122 (d)(4)(i), 1122 (d)(4)(ii), 1122 (d)(4)(vii) and 1122 (d)(4)(xiv), the Company has engaged various vendors to perform the activities required by these servicing criteria. The Company has determined that none of these vendors are considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the applicable servicing criteria applicable to each vendor as permitted by C&DI 200.06. As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors’ activities comply in all material respects with servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendors and related criteria as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.
The information in the Report on Assessment of Compliance with Applicable Servicing Criteria in Appendix B is presented by the Company for information purposes. Such information has not been subjected to the procedures applied in our examination of management’s assertion as described above and accordingly, we express no opinion on it.
In our opinion, except for the material instance of noncompliance described in the third paragraph, the Company complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended March 31, 2018.
/s/ Ernst & Young LLP
June 26, 2018
APPENDIX A
| Nissan Auto Receivables Owner Trust (NAROT) |
| Nissan Auto Receivables 2013-A (NAR 13-A) |
| Nissan Auto Receivables 2013-B (NAR 13-B) |
| Nissan Auto Receivables 2013-C (NAR 13-C) |
| Nissan Auto Receivables 2014-A (NAR 14-A) |
| Nissan Auto Receivables 2014-B (NAR 14-B) |
| Nissan Auto Receivables 2015-A (NAR 15-A) |
| Nissan Auto Receivables 2015-B (NAR 15-B) |
| Nissan Auto Receivables 2015-C (NAR 15-C) |
| Nissan Auto Receivables 2016-A (NAR 16-A) |
| Nissan Auto Receivables 2016-B (NAR 16-B) |
| Nissan Auto Receivables 2016-C (NAR 16-C) |
| Nissan Auto Receivables 2017-A (NAR 17-A) |
| Nissan Auto Receivables 2017-B (NAR 17-B) |
| Nissan Auto Receivables 2017-C (NAR 17-C) |
| Nissan Auto Receivables 2018-A (NAR 18-A) |
| Nissan Auto Lease Trust (NALT) |
| Nissan Auto Lease Trust 2014-B (NALT 14-B) |
| Nissan Auto Lease Trust 2015-A (NALT 15-A) |
| Nissan Auto Lease Trust 2015-B (NALT 15-B) |
| Nissan Auto Lease Trust 2016-A (NALT 16-A) |
| Nissan Auto Lease Trust 2016-B (NALT 16-B) |
| Nissan Auto Lease Trust 2017-A (NALT 17-A) |
| Nissan Auto Lease Trust 2017-B (NALT 17-B) |
Exhibit 34.2
Report of Independent Registered Public Accounting Firm (KPMG LLP)
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Corporate Trust Services division of Wells Fargo Bank, National Association:
We have examined management’s assertion, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) complied with the Servicing Criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the Servicing Criteria) for asset-backed securities (ABS) transactions for which the Company provides trustee and/or paying agent services and for which (a) either (i) some or all of the issued securities for such ABS transactions were publicly offered pursuant to a registration statement delivered under the Securities Act of 1933, as amended, or (ii) the issued securities for such ABS transactions were privately offered pursuant to an exemption from registration and the Company either has an obligation under the transaction agreements or was requested by the sponsor or depositor to deliver an assessment of compliance with the applicable Servicing Criteria under Item 1122(d) of Regulation AB, and (b) the issuing entity has a fiscal year that ends on March 31 (the March ABS Platform), as of and for the twelve months ended March 31, 2018. Management has determined that all the Servicing Criteria set forth in Item 1122(d) are applicable to the Company’s obligations in the related transaction agreements with respect to the March ABS Platform as of and for the twelve months ended March 31, 2018, except for the following Servicing Criteria: 1122(d)(1)(i), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i) and 1122(d)(4)(i) – 1122(d)(4)(xv), which management has determined are not applicable to the Company’s obligations in the related transaction agreements with respect to the March ABS Platform as of and for the twelve months ended March 31, 2018; provided however that, with respect to the March ABS Platform, servicing criterion 1122(d)(3)(ii) is applicable only as it relates to the Company’s obligation to make remittances to investors in accordance with the transaction agreements (the Applicable Servicing Criteria). With respect to applicable servicing criterion 1122(d)(1)(ii), management has determined that there were no activities performed during the twelve months ended March 31, 2018 with respect to the March ABS Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to the Assessment of Compliance with the Applicable Servicing Criteria identifies the individual asset-backed transactions and securities defined by management as constituting the March ABS Platform. Management is responsible for the Company’s compliance with the Servicing Criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected
asset-backed transactions and securities that comprise the March ABS Platform, testing selected servicing activities related to the March ABS Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report.
Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.
In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria as of and for the twelve months ended March 31, 2018 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
April 23, 2018
Exhibit 35.1
Servicer Compliance Statement of Nissan Motor Acceptance Corporation
NISSAN MOTOR ACCEPTANCE CORPORATION
OFFICER’S CERTIFICATE
The undersigned, Kevin J. Cullum, President and Chief Executive Officer of NISSAN MOTOR ACCEPTANCE CORPORATION, a California corporation (the “Company”), does hereby certify, in his capacity as such corporate officer, as follows:
(1) The undersigned has caused a review of the activities of the Company, in its capacity as Servicer, during the 12-month period ended March 31, 2018 (the “Reporting Period”), and of its performance pursuant to the Sale and Servicing Agreement, dated as of April 14, 2015 (the “Agreement”), by and among the Company, individually and as servicer, Nissan Auto Receivables Corporation II, as seller, and Nissan Auto Receivables 2015-A Owner Trust, to be conducted under his supervision; and
(2) To the best of the undersigned’s knowledge, based upon such review, the Company has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period.
This Officer’s Certificate is being furnished pursuant to Item 1123 of the Securities and Exchange Commission’s Regulation AB for publicly-issued asset-backed securities. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
IN WITNESS WHEREOF, I have set my hand effective as of the 26th day of June, 2018.
| /s/ Kevin J. Cullum |
| Kevin J. Cullum |
| President and Chief Executive Officer |