Bond Nismo Motors Co. Ltd 3.522% ( US654744AB77 ) in USD

Nismo Motors Co. Ltd

98.06 % ⇌

Japan

US654744AB77 ( in USD )

3.522% per year ( payment 2 times a year)

16/09/2025 - Bond has expired

Prospectus brochure of the bond NISSAN MOTOR CO. LTD US654744AB77 in USD 3.522%, expired

Nissan Motor Co., Ltd. is a Japanese multinational automobile manufacturer headquartered in Yokohama, Japan, known for vehicles such as the Nissan Leaf, Nissan GT-R, and Nissan Titan.

The Bond issued by Nismo Motors Co. Ltd ( Japan ) , in USD, with the ISIN code US654744AB77, pays a coupon of 3.522% per year.
The coupons are paid 2 times per year and the Bond maturity is 16/09/2025

$1,500,000,000 3.043% Senior Notes due 2023
$1,500,000,000 3.522% Senior Notes due 2025
$2,500,000,000 4.345% Senior Notes due 2027
$2,500,000,000 4.810% Senior Notes due 2030
Nissan Motor Co., Ltd., a joint stock corporation incorporated with limited liability under the laws of Japan, is
offering $1,500,000,000 aggregate principal amount of 3.043% senior notes due 2023 (the "2023 notes"),
$1,500,000,000 aggregate principal amount of 3.522% senior notes due 2025 (the "2025 notes"), $2,500,000,000
aggregate principal amount of 4.345% senior notes due 2027 (the "2027 notes") and $2,500,000,000 aggregate
principal amount of 4.810% senior notes due 2030 (the "2030 notes" and, together with the 2023 notes, the 2025 notes
and the 2027 notes, the "notes"). For the 2023 notes, we will pay interest on the notes on March 15 and September 15
of each year, beginning on March 15, 2021. There will therefore be a short first coupon for the 2023 notes. For the
2025 notes, 2027 notes and 2030 notes, we will pay interest on the notes on March 17 and September 17 of each year,
beginning on March 17, 2021. The 2023 notes will mature on September 15, 2023, the 2025 notes will mature on
September 17, 2025, the 2027 notes will mature on September 17, 2027 and the 2030 notes will mature on
September 17, 2030.
The notes will be our general unsecured senior obligations and will have the same rank in liquidation as all of
our other unsecured and unsubordinated debt (except for statutorily preferred obligations) and without any preference
among themselves. The notes will be issued only in registered form in minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
We may redeem the notes, in whole or in part, at any time prior to maturity with respect to the 2023 notes,
August 17, 2025 with respect to the 2025 notes, July 17, 2027 with respect to the 2027 notes and June 17, 2030 with
respect to the 2030 notes, at the applicable make-whole prices determined in the manner described herein. We may also
redeem the notes, in whole or in part, at any time on or after August 17, 2025 with respect to the 2025 notes,
July 17, 2027 with respect to the 2027 notes and June 17, 2030 with respect to the 2030 notes, at a price equal to 100%
of the respective principal amounts being redeemed plus accrued and unpaid interest to, but excluding, the date of
redemption. See "Description of the Notes--Optional Redemption." In addition, we may, at our option, redeem a series
of the notes in whole, but not in part, upon the occurrence of certain changes in Japanese tax law. See "Description of
the Notes--Optional Tax Redemption." The notes will not otherwise be redeemable prior to the stated maturity and
will not be subject to any sinking fund.
We have made an application to the Luxembourg Stock Exchange to list the notes on the official list of the
Luxembourg Stock Exchange and for such notes to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF Market. The Luxembourg Stock Exchange's Euro MTF Market is not a regulated market for the purposes of
Directive 2014/65/EU. This offering circular constitutes a prospectus for purposes of Part IV of the Luxembourg law
on prospectus securities dated July 16, 2019.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page
10 of this offering circular.
Price per note:
For the 2023 notes, 100.000% plus accrued interest, if any
For the 2025 notes, 100.000% plus accrued interest, if any
For the 2027 notes, 100.000% plus accrued interest, if any
For the 2030 notes, 100.000% plus accrued interest, if any
Interest on the notes will accrue from September 17, 2020
The notes have not been and will not be registered under the U.S. Securities Act of 1933 as amended
(the "Securities Act"). The notes may not be offered or sold within the United States, except to qualified
institutional buyers ("QIBs"), as defined in, and in reliance on, the exemption from registration provided by
Rule 144A under the Securities Act, and in offshore transactions as defined in, and in reliance on, Regulation S
under the Securities Act.
It is expected that delivery of the notes will be made through the book-entry facilities of The Depository Trust
Company ("DTC"), and its participants, including Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream"), on or about September 17, 2020.
Concurrently with the offering of the notes, we are planning to offer euro-denominated senior notes in a
number of series (collectively, the "Euro notes"). No Euro notes are being offered hereby. The closing of the offering
of the notes is not conditional upon the closing of the offering of the Euro notes. See "Summary--The Offering--
Concurrent Euro Notes Offering."
Joint Bookrunners and Joint Lead Managers
Morgan Stanley
J.P. Morgan
Citigroup
Mizuho Securities
Socie´te´ Ge´ne´rale Corporate &
BNP PARIBAS
BofA Securities
HSBC
SMBC NIKKO
Investment Banking
Offering Circular dated September 10, 2020.

No person has been authorized in connection with the offering to give any information or to make any
representation not contained in this offering circular and, if given or made, such information or representation
must not be relied upon as having been authorized by us, any initial purchaser or any affiliate of the initial
purchasers. No action has been, or will be, taken to permit a public offering of the notes in any jurisdiction where
action would be required for that purpose. Accordingly, the notes offered hereby may not be offered or sold,
directly or indirectly, and this offering circular may not be distributed in any jurisdiction, except in accordance
with the legal requirements applicable in such jurisdiction. Neither delivery of this offering circular nor any sale
made hereunder shall under any circumstances imply that the information herein is correct as of any date
subsequent to the date hereof.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF US AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE NOTES COVERED BY THIS OFFERING CIRCULAR HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION OR ANY OTHER SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY, NOR HAVE THE FOREGOING AUTHORITIES APPROVED THIS OFFERING
CIRCULAR OR CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
OFFERING CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE UNDER THE LAWS OF THE UNITED STATES.
This offering circular is personal to each offeree and does not constitute an offer to any other person or
to the public generally to subscribe for or otherwise acquire notes. Distribution of this offering circular to any
person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is
unauthorized, and any disclosure of its contents without our prior written consent is prohibited. Each person
receiving this offering circular acknowledges that (i) such person has not relied on any initial purchaser or any
person affiliated with the initial purchasers in connection with its investigation of the accuracy of such
information or its investment decision and (ii) no person has been authorized to give any information or to make
any representation concerning us or the notes offered by this offering circular other than as contained herein and,
if given or made, any such other information or representation should not be relied upon as having been
authorized by us or any initial purchaser.
The notes have not been and will not be registered under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended) (the "FIEA"), and are subject to the Act on Special Measures
Concerning Taxation of Japan (Act No. 26 of 1957, as amended) (the "Special Taxation Measures Act"). The
notes may not be offered or sold in Japan or to, or for the benefit of, any person resident in Japan, or to others for
re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a person resident in Japan, for
Japanese securities law purposes (including any corporation or other entity organized under the laws of Japan)
except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the
FIEA and any other applicable laws, regulations and governmental guidelines of Japan. In addition, the notes are
not, as part of the initial distribution by the initial purchasers at any time, to be directly or indirectly offered or
sold to, or for the benefit of, any person other than a Gross Recipient or to others for re-offering or resale,
directly or indirectly, to, or for the benefit of, any person other than a Gross Recipient, except as specifically
permitted under the Special Taxation Measures Act. A Gross Recipient for this purpose is (i) a beneficial owner
that is, for Japanese tax purposes, neither an individual resident of Japan or a Japanese corporation, nor an
individual non-resident of Japan or a non-Japanese corporation that in either case is a person having a special
relationship with the issuer of the notes as described in Article 6, Paragraph (4) of the Special Taxation Measures
Act (a "specially-related person"), (ii) a Japanese financial institution, designated in Article 3-2-2, Paragraph
(29) of the Cabinet Order (Cabinet Order No. 43 of 1957, as amended) (the "Cabinet Order"), relating to the
Special Taxation Measures Act that will hold notes for its own proprietary account or (iii) an individual resident
of Japan or a Japanese corporation whose receipt of interest on the notes will be made through a payment
handling agent in Japan as defined in Article 2-2, Paragraph (2) of the Cabinet Order. BY SUBSCRIBING FOR
THE NOTES, AN INVESTOR WILL BE DEEMED TO HAVE REPRESENTED THAT IT IS A GROSS
RECIPIENT.
Interest payments on the notes generally will be subject to Japanese withholding tax unless it is
established that the notes are held by or for the account of a beneficial owner that is (i) for Japanese tax purposes,
neither an individual resident of Japan or a Japanese corporation, nor an individual non-resident of Japan or a
non-Japanese corporation that in either case is a specially-related person, or (ii) a Japanese financial institution
designated in Article 3-2-2, Paragraph (29) of the Cabinet Order which complies with the requirement for tax
exemption under Article 6, Paragraph (9) of the Special Taxation Measures Act or (iii) a public corporation, a
ii

financial institution or a financial instruments business operator, etc. described in Article 3-3, Paragraph (6) of
the Special Taxation Measures Act which complies with the requirement for tax exemption under that paragraph.
Interest payments on the notes to an individual resident of Japan, to a Japanese corporation not
described in the preceding paragraph, or to an individual non-resident of Japan or a non-Japanese corporation that
in either case is a specially-related person will be subject to Japanese income tax.
The notes have not been and will not be registered under the Securities Act or with any securities
authority of any state of the United States, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable state securities laws. The notes are being offered:
·
in the United States only to QIBs, in reliance on the exemption from the registration requirements of
the Securities Act provided by Rule 144A; or
·
outside the United States in offshore transactions as defined in, and in accordance with,
Regulation S.
You are hereby notified that sellers of the notes may be relying on the exemption from the registration
provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain
further restrictions on offers, sales and transfers of the notes and the distribution of this offering circular, see
"Transfer Restrictions" and "Plan of Distribution."
Each prospective purchaser who places an order for the notes consents to the disclosure by the initial
purchasers to us of the prospective purchaser's identity, the details of such order and the actual amount of notes
subscribed, if any.
iii

TABLE OF CONTENTS
Page
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
Capitalization and Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
Selected Financial and Other Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . .
29
The Renault-Nissan-Mitsubishi Alliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
52
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Subsidiaries and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Description of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
86
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Benefit Plan Investor Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
Transfer Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
Listing and General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
115
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
Index to Consolidated Financial Statements of Nissan Motor Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
iv

AVAILABLE INFORMATION
We have agreed, during any period that any of the notes are "restricted securities" (as defined in
Rule 144 under the Securities Act) and we are neither subject to Section 13 or 15(d) of the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor exempt from reporting requirements pursuant to
Rule 12g3-2(b) under the Exchange Act, to furnish to holders or designated prospective purchasers of the notes,
in each case upon request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.
NOTICE CONCERNING THE EUROPEAN ECONOMIC AREA
PRIIPs Regulation / Prohibition of sales to retail investors in the EEA and the United Kingdom--
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United
Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within
the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No. 1286/2014, as amended (the
"PRIIPs Regulation"), for offering or selling the notes or otherwise making them available to retail investors in
the EEA or the United Kingdom has been prepared and, therefore, offering or selling the notes or otherwise
making them available to any retail investor in the EEA or the United Kingdom may be unlawful under the
PRIIPs Regulation.
NOTICE CONCERNING THE UNITED KINGDOM
There are restrictions on the offer and sale of the notes in the United Kingdom. All applicable provisions
of the Financial Services and Markets Act 2000, as amended (the "FSMA"), with respect to anything done by any
person in relation to the notes in, from or otherwise involving, the United Kingdom must be complied with. See
"Plan of Distribution." This offering circular is for distribution outside the United Kingdom or in the United
Kingdom only to persons who (i) have professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Financial Promotion Order"), or (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order (all such persons together being referred to as
"relevant persons"). This offering circular is directed only at relevant persons and must not be acted on or relied on
by persons who are not relevant persons. Any investment or investment activity to which this offering circular
relates is available only to relevant persons and will be engaged in only with relevant persons.
NOTICE CONCERNING SINGAPORE--SECTION 309B(1)(c) NOTIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018) (the "CMP Regulations
2018"), we have determined, and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA)
that the notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
ENFORCEMENT OF CIVIL LIABILITIES
Nissan Motor Co., Ltd. is a joint stock corporation incorporated with limited liability under the laws of
Japan. Most of its directors and executive officers are non-residents of the United States. All or a substantial
portion of the assets of Nissan Motor Co., Ltd. and the assets of such non-resident persons are located outside the
United States. As a result, it may not be possible for investors to effect service of process within the United
States upon us or those persons or to enforce court judgments predicated upon the civil liability provisions of the
U.S. federal or state securities laws against us or those persons in the United States. We have been advised by our
Japanese counsel, Mori Hamada & Matsumoto, that there is doubt as to the enforceability in Japan, in original
actions or in actions for enforcement of judgments of U.S. courts brought before Japanese courts, of civil
liabilities predicated solely upon the U.S. federal or state securities laws.
v

FORWARD-LOOKING STATEMENTS
This offering circular contains "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These statements appear in a number of places in this
offering circular and include statements regarding the intent, belief or current expectations of our management
with respect to our business, results of operations and financial condition. In many cases, but not all, we use such
words as "aim", "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "outlook", "plan",
"potential", "predict", "probability", "project", "risk", "seek", "should", "target", "will", "would" and similar
expressions in relation to us or our management to identify forward-looking statements. You can also identify
forward-looking statements by discussions of strategy, plans or intentions. These statements reflect our current
views with respect to future events and are subject to risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove incorrect, our actual results may
vary materially from those we currently anticipate. Potential risks and uncertainties include, without limitation:
·
downturns in the Japanese and global economy;
·
the spread of COVID-19;
·
difficulties in implementing our business transformation plan;
·
our inability to derive expected benefits from our business alliances;
·
our significant investments in our equity method affiliates and other investment holdings;
·
the effectiveness of the reforms we have made in response to past governance and compliance
failures;
·
our inability to respond to rapid change and intense competition in the global automotive industry;
·
any failure to implement our new product portfolio strategy;
·
any failure to maintain the quality of our products and services;
·
our reliance on third-party suppliers for the provision of parts, components and raw materials;
·
challenges associated with climate change and increasing environmental regulation;
·
governmental regulations and actions in the automotive industry;
·
the legal proceedings which we are a party to; and
·
an inability to protect our intellectual property rights or to avoid infringement of those of third
parties.
Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on
forward-looking statements, which speak only as of the date of this offering circular. We disclaim any obligation
to update, or to announce publicly any revision to, any of the forward-looking statements contained in this
offering circular to reflect future actual events or developments. The information contained in this offering
circular, including without limitation the information included in "Risk Factors", "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Business", identifies important factors that
might cause the forward-looking statements not to be realized.
vi

GLOSSARY
Certain automotive industry terms and other terms are used in this offering circular to describe our
business and financial performance. Some of the terms used in this offering circular may not correspond to
common industry definitions for such terms.
The following is a list of defined terms used in this offering circular:
Term
Description
Alliance . . . . . . . . . . . . . . . . . . . . . . .
Founded in March 1999, the Alliance is a cross-cultural strategic alliance
among Nissan, Renault S.A. ("Renault") and Mitsubishi Motors
Corporation ("Mitsubishi Motors").
C-segment . . . . . . . . . . . . . . . . . . . . .
Refers to the category of passenger vehicles known as "compact cars" in
the United States or "small family cars" in Europe.
CMF . . . . . . . . . . . . . . . . . . . . . . . . .
CMF is an abbreviation for "common module family," a modular
architecture concept developed by the Alliance consisting of five groups
of interchangeable, compatible modules: engine bay, cockpit, front
underbody, rear underbody and electrical/electronic. A single module
can be used for different platforms, covering different classes of
vehicles, allowing a greater standardization of components between
members of the Alliance. When referring to model categories, the
following abbreviations may be used: CMF-A (for smaller vehicles);
CMF-B
(for
subcompacts/superminis);
CMF-C
(for
C-segment
vehicles); CMF-D (for D-segment vehicles); CMF-EV (for EVs).
connected vehicle . . . . . . . . . . . . . . .
A connected vehicle is a vehicle that can communicate bi-directionally
with other systems outside of the vehicle, allowing the vehicle to share
internet access, and hence data, with other devices both inside and
outside the vehicle.
D-segment . . . . . . . . . . . . . . . . . . . . .
Refers to the category of passenger vehicles known as "mid-size cars" or
"intermediate cars" in the United States or "large family cars" in Europe.
e-POWER . . . . . . . . . . . . . . . . . . . . .
e-POWER is our proprietary technology that offers the driving
performance and benefits of an EV, yet eliminates the need for plug-in
charging. e-POWER combines a fully electric motor drive with a petrol
engine that charges the battery, providing instant, smooth acceleration
and greater fuel efficiency.
ePT . . . . . . . . . . . . . . . . . . . . . . . . . .
ePT is an abbreviation for electric powertrain, also referred to as an
e-Powertrain.
EV . . . . . . . . . . . . . . . . . . . . . . . . . . .
EV means electric vehicle, which is a vehicle that utilizes only an
electric motor and must be plugged in for charging. EVs are typically
charged from conventional power outlets or dedicated charging stations.
hybrid vehicle . . . . . . . . . . . . . . . . . .
A hybrid vehicle is a vehicle that uses two or more distinct power
sources to move the vehicle. The term most commonly refers to hybrid
electric vehicles that combine an internal combustion engine and one or
more electric motors.
Kei car . . . . . . . . . . . . . . . . . . . . . . . .
A Japanese vehicle category that refers to the smallest class of vehicles
that can be driven legally on highways in Japan.
OEM . . . . . . . . . . . . . . . . . . . . . . . . .
OEM means original equipment manufacturer. An OEM manufactures
products or components that are purchased by another company and
retailed under the purchasing company's brand name.
payload capacity . . . . . . . . . . . . . . . .
Refers to the maximum amount of weight a truck can carry.
vii

Term
Description
PHEV . . . . . . . . . . . . . . . . . . . . . . . .
PHEV means plug-in hybrid electric vehicle, which is a vehicle that
utilizes rechargeable batteries that can be restored to full charge by
plugging into an external electric power source. A PHEV shares the
characteristics of both a conventional hybrid electric vehicle, having
both electric motors and an internal combustion engine, and of an EV,
having the ability to plug into an external electric power source to
charge.
PU . . . . . . . . . . . . . . . . . . . . . . . . . . .
PU is an abbreviation for pickup or pickup truck, a category of truck that
features a separate frame and cab, and an open box. PUs are typically
light-duty trucks and are classified by their payload capacities.
SUV . . . . . . . . . . . . . . . . . . . . . . . . . .
SUV means sport utility vehicle, which is a passenger vehicle usually
equipped with four-wheel drive for on- or off-road capabilities. Some
SUV models combine the towing capacity of a pickup truck with the
passenger space of a minivan.
T . . . . . . . . . . . . . . . . . . . . . . . . . . . .
T is the symbol for the ton, a unit of measure that is used to classify
trucks by their payload capacity. A ton is typically equivalent to 2,000
pounds, although trucks often feature higher payload capacity than is
indicated by their tonnage designation, due to a combination of factors
that include frame weight, suspension strength, brake technology and
engine technology. Therefore, a vehicle with a 1T classification will
feature a payload capacity of at least 2,000 pounds.
TIV . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Industry Volume, a commonly used measure in the automotive
industry to refer to the total number of vehicles sold in a specified area
for a particular period. Where used in this offering circular, TIV is
calculated as the automotive market's aggregate retail sales volumes for
the applicable period (other than our retail sales volume and the retail
sales volume of the China JV) based on information publicly disclosed
by Japan Automobile Manufacturers Association, Inc. for the Japan
market and other corresponding authorities for other markets (including
data published by financial institutions and other third parties), plus our
retail sales volume for the applicable period, plus 100% of the retail
sales volume of the China JV (which has a December 31 fiscal year end).
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this offering circular, "we", "us", "our", "Nissan" and the "Nissan group" refer to Nissan Motor Co.,
Ltd. and its consolidated subsidiaries, or, as the context requires, Nissan Motor Co., Ltd. on a non-consolidated
basis.
The financial data in this offering circular is presented in Japanese yen. In this offering circular,
references to "euros" and "" refer to the lawful currency of the European Union, references to "U.S. dollars",
"dollars" and "$" refer to the lawful currency of the United States, references to "renminbi" refer to the lawful
currency of the People's Republic of China and those to "yen" and "¥" refer to the lawful currency of Japan.
In this offering circular, amounts presented in millions or billions of yen or thousands or millions of
dollars have been rounded to the nearest unit or tenth of a unit. All percentages have been rounded to the nearest
percent or one-tenth of one percent, as the case may be. All other figures have been rounded to the nearest unit or
one-tenth of a unit, as the case may be. Due to rounding and truncation, the total amounts presented in tables may
not be equal to the sum of the individual figures shown.
Our financial statements are prepared in accordance with accounting principles generally accepted in
Japan, or Japanese GAAP, which differ in certain significant respects from accounting principles generally
accepted in other countries, including the United States, as well as International Financial Reporting Standards,
or IFRS.
Our audited consolidated financial statements as of and for the fiscal years ended March 31, 2018, 2019
and 2020 and our unaudited condensed quarterly consolidated financial statements as of June 30, 2020 and for
the three-month periods ended June 30, 2019 and 2020 included elsewhere in this offering circular have been
prepared in accordance with Japanese GAAP.
On June 9, 2003, we announced the establishment of Dongfeng Motor Co., Ltd. (the "China JV"), a
joint venture with Dongfeng Motor Group in China. As of June 30, 2020, we held 50.0% of the voting rights of
the China JV and, as a result, in accordance with Japanese GAAP, the China JV is one of our affiliates accounted
for by the equity method and its results of operations are reflected only under equity in earnings of affiliates in
our consolidated statement of income. The fiscal year end of the China JV is December 31 and therefore our
financial statements for the fiscal year ended March 31 in the following year include the contribution of the
China JV to equity in earnings of affiliates based on the China JV's financial results for the prior calendar year.
In this offering circular, we present as supplemental information certain non-GAAP financial data and operating
data prepared on a management basis that consolidates the financial results of the China JV in proportion to our
50.0% equity interest in the China JV. Such non-GAAP financial data and operating data include certain
consolidation adjustments for intra-group transactions. See "Selected Financial and Other Data--Non-GAAP
Measures and Operating Data Consolidating China JV."
Unless otherwise indicated, all financial information included in this offering circular is presented on a
consolidated basis. Our fiscal year end is March 31 of each year.
INDUSTRY AND MARKET DATA
We make statements in this offering circular about the Japanese and global automotive industries and
our competitive position therein. In addition, we include statistics relating to industry and general economic
trends. We have made these statements on the basis of statistics and other information from third-party sources,
such as governmental agencies, research institutes and industry or general publications that we believe are
reliable. Although we have no reason to believe any of this information is inaccurate in any material respect, we
have not independently verified and cannot assure the accuracy of the data provided by or derived from third-
party sources.
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