UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C.  20549






FORM 10-K




(Mark One)




xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended March 31, 2016




or




oTRANSITION 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)




333-183569


(Commission file number of Depositor)




NISSAN AUTO RECEIVABLES CORPORATION II


(Exact name of depositor as specified in its charter)




NISSAN MOTOR ACCEPTANCE CORPORATION


(Exact name of sponsor as specified in its charter)




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, Tennessee37067


(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 o  Nox




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 o No  x




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 x  No  o




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  x  No  o




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.  x




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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):




Large Accelerated Filer:       o                                                                            Accelerated Filer:o




Non-Accelerated Filer:         x                                                                          Smaller reporting company:o


(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  o  No  x




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.














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.




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 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.




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 three 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., 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 civil 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 “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 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 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 failure to (i) enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default purportedly caused by breaches by mortgage loan servicers, 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 same court by RMBS investors in these and other transactions, and these cases have been consolidated before the same judge.  On January 19, 2016, an order (“Jan. 19 Order”) was entered in connection with the Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Complaint; the District Court also allowed the plaintiffs to file amended complaints, and three amended complaints have been filed.  On March 28, 2016, certain plaintiffs filed a new complaint in state court in San Francisco, California, with regard to the trusts that had been dismissed in the Jan. 19 Order.
  There can be no assurances as to the outcome of the litigation, or the possible impact of the litigation on the trustee or the RMBS trusts.  However, Wells Fargo Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of any losses to investors, and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.
 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.  None of the Assessment Reports or the related Attestation Reports has identified any material instance of noncompliance with the servicing criteria applicable to the Servicing Parties.


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.











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 TRUSTBy:
Nissan Motor Acceptance Corporation, ServicerBy:
/s/ Mark KaczynskiMark KaczynskiPresident and Chief Executive Officer(senior officer in charge of servicingfunction)


















Date:     June 29, 2016





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 (incorporated by reference to Exhibit 3.1 of Form 10-K, dated June 27, 2014, and filed by the Depositor and the issuing entity, Nissan Auto Receivables 2014-A Owner Trust, with the SEC on June 27, 2014, File No. 333-183569-04)3.2
Bylaws of NARC II (incorporated by reference to Exhibit 3.2 of Form 10-K, dated June 27, 2014, and filed by the Depositor and the issuing entity, Nissan Auto Receivables 2014-A Owner Trust, with the SEC on June 27, 2014, File No. 333-183569-04)4.1
Indenture, dated as of April 14, 2015, by and between the Issuing Entity, and the Indenture Trustee (incorporated by reference to Exhibit 4.1 of Form 8-K, dated April 14, 2015, File No. 333-183569-06)4.2
Amended and Restated Trust Agreement, dated as of April 14, 2015, by and between NARC II, as depositor, and Wilmington Trust, National Association, as Owner Trustee (incorporated by reference to Exhibit 4.2 of Form 8-K, dated April 14, 2015, File No. 333-183569-06)10.1
Purchase Agreement, dated as of April 14, 2015, by and between NARC II, as purchaser, and NMAC, as seller (incorporated by reference to Exhibit 10.1 of Form 8-K, dated April 14, 2015, File No. 333-183569-06)10.2
Sale and Servicing Agreement, dated as of April 14, 2015, by and among the Issuing Entity, NARC II, as seller, and NMAC, as servicer (incorporated by reference to Exhibit 10.2 of Form 8-K, dated April 14, 2015, File No. 333-183569-06)10.3
Administration Agreement, dated as of April 14, 2015, by and among the Issuing Entity, NMAC, as administrator, the Indenture Trustee and the Owner Trustee (incorporated by reference to Exhibit 10.3 of Form 8-K, dated April 14, 2015, File No. 333-183569-06)31.1
Certification of Senior Officer in Charge of the Servicing Function of the Servicer Pursuant to Rule 15d-14(d)33.1
Report on Assessment of Compliance With Applicable Servicing Criteria for Asset-Backed Securities of Nissan Motor Acceptance Corporation33.2
Management’s Assertion on Compliance With Regulation AB (Citibank, N.A.)34.1
Report of Independent Registered Public Accounting Firm (Ernst & Young  LLP)34.2
Report of Independent Registered Public Accounting Firm (KPMG LLP)35.1
Servicer Compliance Statement of Nissan Motor Acceptance Corporation99.1
Annual Servicer’s Certificate Provided by Nissan Motor Acceptance Corporation to Holders of Notes and Certificates