FR 2017
FR 2017
Confirmation Note
【Cover】
【Article of the Applicable Law Requiring Article 24, Paragraph 1 of the Financial Instruments and
Submission of This Document】 Exchange Law
【Filed to】 Director, Kanto Local Finance Bureau
【Business Year】 119th Fiscal Year (From April 1, 2017 To March 31, 2018)
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Part I Information on the Company
1. Overview of the Company
Year ended March 31, 2014 March 31, 2015 March 31, 2016 March 31, 2017 March 31, 2018
Millions
Net sales 10,482,520 11,375,207 12,189,519 11,720,041 11,951,169
of yen
Millions
Ordinary income 527,189 694,232 862,272 864,733 750,302
of yen
Net income attributable to Millions
389,034 457,574 523,841 663,499 746,892
owners of parent of yen
Millions
Comprehensive income 796,533 719,903 75,107 615,950 740,338
of yen
Millions
Net assets 4,671,528 5,247,262 5,140,745 5,167,136 5,688,735
of yen
Millions
Total assets 14,703,403 17,045,659 17,373,643 18,421,008 18,746,901
of yen
Net assets per share Yen 1,035.06 1,152.83 1,132.61 1,242.90 1,377.05
Basic earnings per share Yen 92.82 109.15 125.00 165.94 190.96
Diluted earnings per share Yen 92.82 109.14 124.99 165.94 190.96
Net assets as a percentage of
% 29.5 28.4 27.2 26.4 28.7
total assets
Rate of return on equity % 9.6 10.0 11.0 13.8 14.6
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(2) Non-consolidated financial data
Year ended March 31, 2014 March 31, 2015 March 31, 2016 March 31, 2017 March 31, 2018
Millions
Net sales 3,737,844 3,516,415 3,493,419 3,729,335 3,750,617
of yen
Millions
Ordinary income 457,281 540,154 388,799 551,995 197,958
of yen
Millions
Net income 425,494 491,570 251,009 585,951 129,044
of yen
Millions
Common stock 605,813 605,813 605,813 605,813 605,813
of yen
Number of shares issued Thousands 4,520,715 4,520,715 4,494,715 4,220,715 4,220,715
Millions
Net assets 2,144,281 2,472,951 2,490,984 2,600,382 2,527,453
of yen
Millions
Total assets 4,726,430 4,993,336 4,961,612 5,138,385 5,057,592
of yen
Net assets per share Yen 477.04 550.20 557.81 620.39 602.86
Cash dividends per share
Yen 30 33 42 48 53
(Interim cash dividends
(Yen) (15) (16.5) (21) (24) (26.5)
included herein)
Basic earnings per share Yen 94.77 109.48 55.92 136.80 30.79
Diluted earnings per share Yen 94.77 109.48 55.92 136.79 30.79
Net assets as a percentage of
% 45.3 49.5 50.2 50.6 50.0
total assets
Rate of return on equity % 21.7 21.3 10.1 23.0 5.0
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2. History
December 1933 Jidosha Seizo Co., Ltd., predecessor of Nissan Motor Co., Ltd. was established with invested capital of
¥10 million in Takaracho, Kanagawa-ku, Yokohama-shi, through the joint capital investment of Nippon
Sangyo K.K. and Tobata Imono K.K.
May 1934 Construction of the Yokohama Plant was completed.
June 1934 The Company changed its name to Nissan Motor Co., Ltd.
April 1935 First vehicle was manufactured off the production line through the integrated production at the Yokohama
Plant.
August 1943 Construction of the Fuji Plant (formerly the Yoshiwara Plant) was completed.
September 1944 The head office was moved to Nihonbashi, Tokyo, and the Company changed its name to Nissan Heavy
Industries, Ltd.
January 1946 The headquarters moved to Takaracho, Kanagawa-ku, Yokohama-shi.
August 1949 The Company changed its name to Nissan Motor Co., Ltd.
January 1951 The Company’s stock was listed on the Tokyo Stock Exchange.
May 1951 The Company acquired an interest in Shin-Nikkoku Kogyo Co., Ltd. (currently Nissan Shatai Co., Ltd.; a
consolidated subsidiary).
May 1958 Exportation of passenger cars to the United States of America was commenced.
September 1960 Nissan Motor Corporation in U.S.A. was established.
September 1961 Nissan Mexicana, S.A. de C.V. (currently a consolidated subsidiary), a joint venture with Marubeni-Iida
Co., Ltd. (currently Marubeni Corporation) was established in Mexico City, Mexico.
March 1962 Construction of the Oppama Plant was completed.
March 1965 The Company acquired an interest in Aichi Machine Industry Co., Ltd. (currently a consolidated
subsidiary).
May 1965 Construction of the Zama Plant was completed.
August 1966 The Company merged Prince Motor Company and, accordingly, the Murayama Plant and others became
a part of the Company.
July 1967 Construction of the Honmoku Wharf (a base for exporting) was completed.
January 1968 The headquarters moved to the Company’s new building in the Ginza area of Tokyo.
March 1971 Construction of the Tochigi Plant was completed.
October 1973 Construction of the Sagamihara Parts Center was completed.
June 1977 Construction of the Kyushu Plant was completed.
January 1980 The Company acquired an interest in Motor Iberica, S.A. (currently Nissan Motor Iberica, S.A.; a
consolidated subsidiary) in Spain.
July 1980 Nissan Motor Manufacturing Corporation U.S.A. was established.
November 1981 The Nissan Technical Center was completed.
November 1981 Nissan Motor Acceptance Corporation (currently a consolidated subsidiary) was established.
November 1982 Construction of the Aguascalientes plant of Nissan Mexicana, S.A. de C.V. was completed.
February 1984 Nissan Motor Manufacturing (UK) Ltd. (currently a consolidated subsidiary) was established.
November 1984 Construction of the Oppama Wharf was completed.
April 1989 Nissan Europe N. V. was established in the Netherlands.
January 1990 Former Nissan North America, Inc. was established in the United States of America.
May 1991 Construction of Kanda Wharf was completed.
January 1994 Construction of the Iwaki Plant was completed.
April 1994 The business in the North America region was reorganized and Nissan North America, Inc. (currently a
consolidated subsidiary) was newly established.
October 1994 The Company established Nissan Middle East F.Z.E. (currently a consolidated subsidiary), a regional
headquarter in Middle East.
March 1995 Production of vehicles was discontinued at the Zama Plant.
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December 1998 Nissan North America, Inc. merged with Nissan Motor Corporation in U.S.A.
March 1999 The Company and Renault (currently an affiliate accounted for by the equity method) signed an agreement
for a global alliance in automobile business, including equity participation.
July 1999 The Company sold its business related to the Fuji Plant to TransTechnology Ltd., which merged with
JATCO Co., Ltd. into JATCO TransTechnology (currently JATCO Ltd., a consolidated subsidiary).
April 2000 Nissan North America, Inc. merged with Nissan Motor Manufacturing Corporation U.S.A.
March 2001 Production of vehicles was discontinued at the Murayama Plant.
March 2002 Renault increased its stake in the Company to 44.4%.
March 2002 The Company acquired an interest in Renault through Nissan Finance Co., Ltd. (currently a consolidated
subsidiary).
March 2002 The Company established Renault Nissan BV, a management organization with Renault.
August 2002 Nissan Europe S.A.S. (currently Nissan Automotive Europe; a consolidated subsidiary) was established
to reorganize business in Europe.
March 2003 The Company liquidated Nissan Europe N.V.
May 2003 Nissan North America, Inc. established a new plant in Canton, Mississippi.
July 2003 Dongfeng Motor Co., Ltd. (currently an affiliate accounted for by the equity method) commenced its
operations in China.
April 2004 The Company made Siam Nissan Automobile (currently Nissan Motor (Thailand) Co., Ltd., a consolidated
subsidiary) into a subsidiary through underwriting of third party allocation of new shares.
May 2004 A plant of Dongfeng Motor Co., Ltd., was completed in Huadu, China.
January 2005 The Company made Calsonic Kansei Corporation into a subsidiary through underwriting of third party
allocation of new shares.
December 2007 Renault Nissan Automotive India Private Limited (currently a consolidated subsidiary) was established.
January 2008 Nissan International SA (currently a consolidated subsidiary) began managing sales and manufacturing
operations in Europe.
August 2009 The Global Headquarters moved to Yokohama.
April 2010 The Company entered into an agreement with Renault and Daimler AG on a strategic cooperative
relationship including equity participation.
July 2011 The Company established Nissan Motor Asia Pacific Co., Ltd. (currently a consolidated subsidiary), a
regional headquarter in ASEAN.
August 2011 Nissan Motor Kyushu Co., Ltd. (currently a consolidated subsidiary) was incorporated from the Kyushu
Plant of the Company as its parent organization.
November 2013 Construction of the second plant of Nissan Mexicana, S.A. de C.V. (currently a consolidated subsidiary),
was completed in Aguascalientes, Mexico.
April 2014 Construction of a plant of Nissan Do Brasil Automóveis Ltda. (currently a consolidated subsidiary) was
completed in Resende, Brazil.
May 2014 Construction of the second plant of PT. Nissan Motor Indonesia (currently a consolidated subsidiary) was
completed in Purwakarta, Indonesia.
May 2016 The Company entered into an agreement with Mitsubishi Motors Corporation on a strategic cooperative
relationship including equity participation.
October 2016 The Company acquired an interest in Mitsubishi Motors Corporation (currently an affiliate accounted for
by the equity method) through underwriting of third-party allocation of new shares.
March 2017 The tender offer for the shares of Calsonic Kansei Corporation came into effect and all Calsonic Kansei
Corporation’s shares held by the Company were sold to CK Holdings Co., Ltd.
June 2017 The Company established Nissan-Mitsubishi B.V., a joint venture company with Mitsubishi Motors
Corporation.
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3. Description of business
The Nissan Group (the “Group” or “Nissan”) consists of the Company, subsidiaries, affiliates, and other associated
companies. Its main businesses include manufacturing and sales of vehicles and automotive parts. In addition, the
Group provides sales finance services to support sales activities of the above businesses.
The Group has established the Global Nissan Head Office to function as its global headquarters. It decides group
resource allocation to the above respective businesses and manages their business operations group-wide. Also it
operates the Global Nissan Group through six Regional Management Committees and handles cross-regional matters
such as research & development, purchasing, manufacturing, and so forth.
Customers
Japan China North Central and Europe Africa, Nissan Group Overseas Distributors
Asia America South Middle East * ② Nissan Motor Asia Pacific Co., Ltd.
Oceania ③ ⑩ America ⑬ and India * ③ Nissan (China) Investment Co., Ltd.
* ④ Yulon Nissan Motor Co., Ltd.
Sales/Marketing ①② ④ ⑤ ⑥ * ⑤ Nissan Canada, Inc.
* ⑥ Nissan Middle East F.Z.E.
Product Planning etc.
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4. Information on subsidiaries and affiliates
(1) Consolidated subsidiaries
Relationship with NML
Percentage of voting rights
held by NML Concurrent positions/offices
Name of company Location Capital Description of principal held by directors
business Loans Business transactions Leasing of fixed assets
(Indirect
Percentage holdings) Transferred Concurrent Dispatched
Millions of yen % % Number Number Number Millions of yen
Manufacturing and
#☆ Hiratsuka-shi, Manufacturing products Mutually leasing land and
Nissan Shatai Co., Ltd. Kanagawa 7,905 selling automobiles 50.01 (0.01) 3 ― ― None on behalf of NML buildings with NML
and parts
Nissan Motor Kyushu Kanda-machi, Entrusted manufacturing Manufacturing products Leasing of land, buildings
Miyako-gun, 10 100.00 ― 1 2 3 None and production facilities
Co., Ltd. Fukuoka automobiles and parts on behalf of NML etc. owned by NML
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Relationship with NML
Percentage of voting rights
held by NML Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
Millions of yen % % Number Number Number Millions of yen
Nishi-ku, Finance to group 370,422 funded as Lending for the group
Nissan Finance Co., Ltd. 2,491 100.00 ― ― 5 1 loan provided for None
Yokohama-shi companies working capital domestic subsidiaries
Kanagawa Nissan Motor Nishi-ku, Selling automobiles and Purchasing products
90 100.00 (100.00) 2 2 1 None None
Co., Ltd. Yokohama-shi parts manufactured by NML
Nissan Motor Sales Co., Selling automobiles and Purchasing products
Minato-ku, Tokyo 480 100.00 ― 3 ― 1 None None
Ltd. parts manufactured by NML
Nissan Parts Chuo Sales Ota-ku, Tokyo Selling parts for None Purchasing parts for None
Co., Ltd. 545 automobile repairs 84.05 (37.81) 7 1 1 repairs from NML
Purchasing automobiles
Nissan Car Rental Nishi-ku,
Solutions Co., Ltd. Yokohama-shi 90 Car rentals 100.00 (100.00) 2 2 1 None for car rental business None
from NML
Other domestic consolidated subsidiaries 55 companies
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Relationship with NML
Percentage of voting rights
held by NML Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
☆ Montigny-le- Holding company for
Millions of Euro European subsidiaries
Nissan Automotive Bretonneux, 1,626 and pan-European 100.00 (48.00) ― ― ― None None None
Europe S.A.S. Yvelines, France
operational support
☆
Amsterdam, Millions of Euro Holding company for 300,874 funded as
Nissan International The Netherlands 1,932 subsidiaries 100.00 ― ― 1 ― working capital None None
Holdings B.V.
Nissan West Europe Voisins-le- Millions of Euro Selling automobiles and Purchasing products
Bretonneux, 100.00 (100.00) ― ― ― None None
S.A.S. Yvelines, France 6 parts manufactured by NML
Rickmansworth,
Nissan Motor (GB) Ltd. Hertfordshire, Millions of £ stg. Selling automobiles and None Purchasing products None
136 parts 100.00 (100.00) ― ― ― manufactured by NML
United Kingdom
Sunderland,
☆ Millions of Euro Holding company for
Nissan Holding (UK) Ltd. Tyne & Wear, 871 British subsidiaries 100.00 (100.00) ― ― ― None None None
United Kingdom
Millions of Euro Selling automobiles and Purchasing products
Nissan Italia S.R.L. Rome, Italy 6 parts 100.00 (100.00) ― ― ― None manufactured by NML None
Manufacturing and
selling automobiles
Sunderland, Millions of £ stg. and parts, as well as
Nissan Motor Tyne & Wear, vehicle development, None Purchasing products None
Manufacturing (UK) Ltd. 100.00 (100.00) ― ― 2 manufactured by NML
United Kingdom 250 technical survey,
evaluation and
certification in Europe
Managing sales and
Nissan International SA Rolle, Vaud, Millions of Euro manufacturing None Purchasing products None
Switzerland 37
100.00 (100.00) ― ― ― manufactured by NML
operations in Europe
Manufacturing and
☆ Millions of Euro Purchasing products
Nissan Motor Iberica, S.A. Barcelona, Spain 726
selling automobiles 99.79 (93.23) ― ― 1 None manufactured by NML None
and parts
Nissan Iberia, S.A. Barcelona, Spain Millions of Euro Selling automobiles and None Purchasing products None
12 parts
100.00 (100.00) ― ― ― manufactured by NML
Millions of Manufacturing and
Nissan Manufacturing Sankt-Petersburg, Purchasing products
RUS LLC. Russia Rubles selling automobiles 100.00 (100.00) ― ― ― None manufactured by NML None
31,300 and parts
Managing subsidiaries
☆◎ in North America and
Nissan North America, Franklin, Tennessee, Millions of US$ manufacturing and 147,918 funded as Purchasing products None
U.S.A. 1,792
100.00 ― ― 1 1 capital expenditure manufactured by NML
Inc. selling automobiles
and parts
Providing loans and
Financing retail and
Nissan Motor Acceptance Franklin, Tennessee, Millions of US$ wholesale of 78,050 funded as other for sales finance
100.00 (100.00) ― 3 ― services for vehicles None
Corporation U.S.A. 500 automobiles and working capital manufactured by the
automobile leases
Company
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Relationship with NML
Percentage of voting rights
held by NML Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
Nissan Global Thousands of Providing casualty
Hamilton, Bermuda US$ Casualty insurance 100.00 (100.00) ― 4 ― None None
Reinsurance Ltd. 120 insurance
Selling automobiles and
parts, financing retail
Mississauga, Millions of Can$ Purchasing products
Nissan Canada, Inc. Ontario, Canada 81 and wholesale of 100.00 (9.09) ― 1 ― None manufactured by NML None
automobiles and
automobile leases
☆
Mexico D.F., Millions of Manufacturing and 31,872 funded as Purchasing products
Nissan Mexicana, S.A. de MX Peso selling automobiles 100.00 (100.00) ― 5 1 None
C.V. Mexico 17,049 and parts capital expenditure manufactured by NML
☆ Manufacturing and
Nissan Do Brasil Rio de Janeiro, Millions of BRL selling automobiles None Purchasing products None
Brazil 6,555 100.00 (99.00) ― ― 5 manufactured by NML
Automóveis Ltda. and parts
Dandenong,
Nissan Motor Co. Victoria, Millions of A$ Selling automobiles and None Purchasing products None
(Australia) Pty. Ltd. 290 parts 100.00 (100.00) ― ― ― manufactured by NML
Australia
Millions of EG£ Manufacturing and
Nissan Motor Egypt 6th of October City, Purchasing products
S.A.E. Egypt (L.E.) selling automobiles 100.00 (0.00) ― ― 2 None manufactured by NML None
2,720 and parts
Manufacturing and
Nissan South Africa (Pty) Rosslyn, Millions of Rand selling automobiles None Purchasing products None
Ltd. South Africa 3 100.00 (100.00) ― ― ― manufactured by NML
and parts
Nissan New Zealand Ltd. Auckland, Millions of NZ$ Selling automobiles and
100.00 ― ― ― ― None Purchasing products None
New Zealand 51 parts manufactured by NML
Managing operation in
Millions of Dh. Middle East and Purchasing products
Nissan Middle East F.Z.E. Dubai, UAE 2 selling automobiles 100.00 ― ― 1 ― None manufactured by NML None
and parts
Oragadam,
Nissan Motor India Millions of INR Selling automobiles and 2,320 funded as Purchasing products
Kanchipuram 10,300 parts 100.00 (100.00) ― 1 ― capital expenditure manufactured by NML None
Private Limited District, India
☆
Oragadam, Manufacturing and
Renault Nissan Millions of INR Purchasing products
Automotive India Private Kanchipuram 57,732 selling automobiles 70.00 (45.00) ― ― 1 None manufactured by NML None
District, India and parts
Limited
Kota Bukit Indah, Manufacturing and
PT. Nissan Motor Millions of IDR 3,700 funded as Purchasing products
Indonesia Purwakarta, 2,592,390 selling automobiles 75.00 ― ― 1 2 capital expenditure manufactured by NML None
Indonesia and parts
Purchasing products
Nissan Motor (Thailand) Bangsaothong, Millions of THB Manufacturing and manufactured by NML
Samutpraken, selling automobiles 75.00 ― ― ― 2 None None
Co., Ltd. Thailand 1,944 and parts and selling finished
cars to NML
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Relationship with NML
Percentage of voting rights
held by NML Concurrent positions/offices
Description of principal
Name of company Location Capital business held by directors
Loans Business transactions Leasing of fixed assets
(Indirect
Percentage Transferred Concurrent Dispatched
holdings)
% % Number Number Number Millions of yen
※ Miaoli, Republic of Millions of TWD Selling automobiles and Purchasing products
Yulon Nissan Motor Co., 40.00 ― ― 2 2 None None
Ltd. China 3,000 parts manufactured by NML
☆ Managing business in
Nissan (China) Investment Beijing, China Millionsof CNY China and selling None Purchasing products None
8,476 100.00 ― ― 5 ― manufactured by NML
Co., Ltd. automobiles
Management and
Bangsaothong,
Nissan Motor Asia Pacific Samutprakarn, Millions of THB operational support in None Purchasing products None
225 ASEAN and selling 100.00 ― ― 1 3 manufactured by NML
Co., Ltd. Thailand automobiles and parts
Millions of CLP Selling automobiles and 2,461 funded as Purchasing products
Nissan Chile SpA Santiago, Chile 24,269 parts 100.00 ― ― ― ― working capital manufactured by NML None
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(2) Affiliates accounted for by the equity method
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5. Employees
Notes: 1. The number of employees presented above represents full-time employees. The figures in parentheses represent
the average number of part-time employees during the year ended March 31, 2018, and are not included in the
number of full-time employees.
2. The number of employees engaged in sales finance business was 3,771 (100).
Notes: 1. The number of employees presented above represents full-time employees. The figures in parentheses represent
the average number of part-time employees during the year ended March 31, 2018, and are not included in the
number of full-time employees.
2. The average annual salary for employees includes bonuses and overtime pay.
3. All the figures above are for the automobile business.
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2. Business Overview
1. Management policy, management environment, and issues to be tackled, etc.
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(5) Sales financing business risk
Sales financing is an integral part of the Group’s business. Global Sales Financing Business Unit provides strong support
to its automotive sales, while maintaining high profitability and a sound and stable financial condition through strict risk
management policies. However, the Sales Financing companies inevitably have high exposure to interest-rate risk, residual
value risk and credit risk. Accordingly, these risk factors could entail a greater-than-anticipated level of risk, which could
adversely affect the Group’s financial position and business performance.
(6) Counterparty credit risk
The Group does business with a variety of local counterparties including sales companies, financial institutions and
suppliers in many regions around the world. The Group is exposed to the risk that such counterparties could default on
their obligations. The Group manages to mitigate its own counterparty credit risk by conducting a comprehensive ongoing
assessment of these counterparties based on their financial information. Nonetheless, should unprecedented conditions
such as bankruptcies of sales companies, financial institutions and suppliers be triggered by a global economic crisis that
could adversely affect the Group’s financial position and business performance.
(7) Employee retirement benefit expenses and obligations
The amounts of retirement benefit obligation and related expenses of the Group, which are provided for retirement benefits
of employees of the Group companies, are calculated using various actuarial assumptions including the discount rate
applied, the long-term expected rates of return on plan assets and other factors. When the Group’s actual results differ
from those assumptions or when any of the assumptions change, the resulting effects will be accumulated and recognized
regularly over future periods; therefore, the cumulative effect could adversely affect the recognition of expenses and
liabilities recorded in future periods.
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(5) Environmental and safety-related restrictions and Corporate Social Responsibility (CSR)
The automobile industry worldwide is influenced by a broad spectrum of environmental and safety related regulations
governing the emission levels of exhaust fumes, CO2/fuel economy guidelines, noise level, chemical substance
management, recycling and water resources. These regulations have become increasingly stringent. Since the Paris
Agreement was adopted in 2015, the framework for reduction of CO2 which affects climate changes, from the entire value
chain, including business activities, products and procurement, has been reinforced. In particular, CO2 emissions when
vehicles are used, accounting for approximately 80% of the total, are significantly higher compared to the emissions
derived from ordinary corporate activities, and therefore might trigger risks such as climate change-related regulations in
the near future (CO2 emissions for vehicles in use were 127,666 kton-CO2 of the 154,040 kton-CO2 in emissions for the
entire value chain, both actual performance for fiscal year 2016). Indeed, compliance with such regulations is obvious to
industrial corporations, and it is becoming common to comply with autonomous guidelines and stricter objectives are
required in an increasing number of fields as part of CSR. Although the Group is actively committed in inside and outside
of the Group to several continuous environmental activities based on the Nissan Green Program 2022, the medium-term
environmental action plan, the burden of ongoing development and investments has been increasing to ensure and/or
maintain an advantageous position against competitors. As a consequence, a further rise in these costs could have an
impact on the Group’s financial position and business performance.
Furthermore, even if the aforementioned initiatives are addressed by the Group, in case our stakeholders such as
shareholders and customers do not evaluate that such initiatives provide a certain competitive edge for the Group, a
negative impact on stock prices and/or sales might result, which could considerably affect the Group’s financial position
and business performance.
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5. Continuation of business
(1) Large-scale natural disasters
The Group’s corporate headquarters and many of its manufacturing facilities are located in Japan, where the statistically
proven probability of earthquakes is higher than in many other countries. The Group has developed basic guidelines on
earthquake risk management, and has organized a global task force, which is composed of major members of the
Management Council, to direct disaster prevention and recovery activities. In addition, the Group has been strengthening
its manufacturing facilities with anti-seismic reinforcement. However, if an unexpectedly severe earthquake were to hit
one of the Group’s key facilities causing a halt in production, this would significantly affect the Group’s financial position
and business performance.
The Group also addresses preventive measures and the improvement of emergency response systems to prepare for risks
other than earthquakes, including typhoons, floods, volcanic eruption and epidemics of new types of influenza.
Nevertheless, if any of these risk factors occurs or spreads on an unprecedented scale, such risk could adversely affect the
Group’s financial position and business performance.
In the wake of the Great East Japan Earthquake and the Kumamoto Earthquake that occurred recently, various unforeseen
risks emerged as listed below.
• The risk that plant operations could be restricted, to a significant extent, because a scheduled power failure is forcibly
implemented or a long-term power shortage continues.
• The risk that plant employees and/or suppliers could not restore operations or operate facilities within areas of limited
or no access, in which people cannot restore or operate facilities based on an evacuation directive to restrict or prohibit
entry due to radioactive pollution from a nuclear power generation plant.
• The risk that the acceptance of parts and/or products could be rejected or postponed by customers because of radioactive
pollution, as well as the risk of sluggish sales due to harmful rumors.
• The risk of tsunamis, for which damage projections (e.g., the height of a tsunami and the scope of the expected
devastated areas) are now much more severe than previously anticipated, in the event of any significant earthquakes
such as the “Nankai Trough Earthquake”.
• The risk that a supplier of the Group could be damaged by an earthquake in one of many active fault zones in Japan,
significantly limiting plant operations.
The Group is currently studying and addressing effective countermeasures to solve these problems. However, these risks
often cannot be handled by the Group alone and may entail certain costs to implement actions, and therefore could have an
impact on the Group’s financial position and business performance.
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3. Analysis of financial position, operating results and cash flows by management
The global industry volume totaled 93.52 million units for the current fiscal year, an increase of 1.9% year on year. Global
sales of the Group for the year ended March 31, 2018, increased by 2.6% year on year to 5,770 thousand units. Net sales of
the Group for the year ended March 31, 2018, totaled ¥11,951.2 billion, which represents an increase of ¥231.2 billion (2.0%)
relative to net sales for the prior fiscal year. Operating income was ¥574.8 billion for the current fiscal year, a decrease of
¥167.4 billion (22.6%) from the prior fiscal year.
Net non-operating income was ¥175.5 billion for the current fiscal year, increasing by ¥53.0 billion from the prior fiscal year.
As a result, ordinary income reached to ¥750.3 billion, decreased by ¥114.4 billion (13.2%) compared with the prior fiscal
year. Net special losses of ¥39.6 billion were recorded for the current fiscal year, deteriorating by ¥140.1 billion from the
prior fiscal year. Income before income taxes decreased by ¥254.5 billion (26.4%) to ¥710.7 billion compared with the prior
fiscal year. Finally, net income attributable to owners of parent for the year ended March 31, 2018, was ¥746.9 billion, an
increase of ¥83.4 billion (12.6%) from the prior fiscal year.
2) Cash flows
Cash and cash equivalents at the end of the current fiscal year decreased by ¥35.1 billion (2.8%) from the end of the prior
fiscal year to ¥1,206.0 billion. This reflected ¥1,071.3 billion in net cash provided by operating activities, ¥1,147.7 billion
in net cash used in investing activities and ¥36.8 billion in net cash provided by financing activities, as well as an increase
of ¥4.5 billion in the effects of foreign exchange rate movements on cash and cash equivalents.
a. Actual production
Note: The figures represent the production figures for the 12-month period from April 1, 2017 to March 31, 2018.
b. Orders received
Information on orders received has been omitted as the products manufactured after the related orders are received are
immaterial to the Group.
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c. Actual sales
Note: The figures in China and Taiwan, which are included in “Asia,” represent the sales figures for the 12-month
period from January 1 to December 31, 2017. Those sold in Japan, North America, Europe, Other overseas
countries and Asia (excluding China and Taiwan) represent vehicles sold for the 12-month period from April
1, 2017 to March 31, 2018.
(2) Analysis and discussions of the Group’s operating results from the viewpoint of management
The following analysis and discussions of the Group’s operating results, etc., from the viewpoint of management are, in
principle, based on the consolidated financial statements.
Any future forecasts included in the following descriptions are based on the best estimates or judgment of the Group as of
June 28, 2018, the date of filing this Securities Report.
The Group’s consolidated financial statements are prepared in accordance with accounting principles generally
accepted in Japan. The preparation of consolidated financial statements requires management to select and apply the
accounting policies and to make certain estimates which affect the amounts of the assets, liabilities, revenues and
expenses reported in the consolidated financial statements and accompanying notes. Although management believes
that the estimates made reasonably reflect past experience as well as present circumstances, the actual results could
differ substantially because of the uncertainty inherent in those estimates.
The significant accounting policies applied by the Group in the preparation of the consolidated financial statements
are explained in “5. Financial Information [Significant accounting policies].” In management’s opinion, the following
significant accounting policies could materially affect the estimates made in the consolidated financial statements:
a) Allowance for doubtful accounts
Allowance for doubtful accounts is provided to cover losses on bad debts based on an estimate of the collectability of
receivables. The Group may need to increase the allowance or incur losses on bad debts if the financial circumstances
of its customers were to deteriorate and if their ability to pay their debts was thus impaired.
b) Accrued warranty costs
Accrued warranty costs is provided to cover the cost of all services anticipated to be incurred during the entire warranty
period in accordance with the warranty contracts and based on historical experience. The Group places a high priority
on safety and does its best to enhance safety from the standpoint of research and development, manufacturing and
sales service. However, if the estimates of future warranty costs were significantly different from the actual costs
incurred due to product defects and other variables, the Group could incur a loss on the provision of additional accrual
for warranty costs.
c) Retirement benefit expenses
The amounts of retirement benefit obligation and related expenses of the Group, which are provided for retirement
benefits of employees of the Group companies, are calculated using various actuarial assumptions including the
discount rate applied, the long-term expected rates of return on plan assets and other factors. When the Group’s actual
results differ from those assumptions or when any of the assumptions change, the resulting effects will be accumulated
and recognized regularly over future periods. The cumulative effect could adversely affect the recognition of expenses
and liabilities recorded in future periods.
- 20 -
2) Perception, analysis and discussions of the operating results, etc., for the current fiscal year
The results of perception, analysis and discussions of the Group’s operating results and financial position, for the current
fiscal year are as follows:
(Operating results)
a. Net sales
Consolidated net sales for the current fiscal year were ¥11,951.2 billion, an increase of ¥231.2 billion (2.0 %) year on
year. A major revenue-increasing factor was the impact of currency translation on overseas revenue.
b. Operating income
Consolidated operating income totaled ¥574.8 billion, a decrease of ¥167.4 billion (22.6%) from the prior fiscal year,
and operating income as a percentage of net sales was 4.8% for the current fiscal year.
Major profit-decreasing factors in the change of consolidated operating income were the impact of the vehicle
inspection incident in Japan, an increase in selling expenses including inventory adjustment at a U.S. sales company
and a hike in raw material prices despite cost-saving efforts.
e. Income taxes
Income taxes for the current fiscal year decreased by ¥317.7 billion from the prior fiscal year to a negative ¥53.0
billion attributable to the effect from the enforcement of the Tax Cuts and Jobs Act in the United States of America.
(Business segments)
a. Automobiles
The Group’s worldwide automobile sales (on a retail basis) for the year ended March 31, 2018, increased by 144
thousand units (2.6%) from the prior fiscal year to 5,770 thousand units. The number of vehicles sold in Japan
increased by 4.8% to 584 thousand units. Vehicles sold in China increased by 12.2% to 1,520 thousand units. Those
sold in North America including Mexico and Canada decreased by 1.8% to 2,091 thousand units, those sold in Europe
decreased by 2.6% to 756 thousand units and those sold in other overseas countries increased by 1.3% to 819 thousand
units.
Net sales in the automobile segment (including intersegment sales) for the current fiscal year increased by ¥122.7
billion (1.1%) from the prior fiscal year to ¥11,027.9 billion.
Operating income amounted to ¥335.6 billion for the year ended March 31, 2018, a decrease of ¥199.1 billion (37.2%)
from the prior fiscal year. Major profit-decreasing factors were an additional losses related to the vehicle inspection
issue at plants in Japan, an increase in sales and marketing expenses including the dealer inventory adjustment in the
United States of America, and an increase in raw material cost despite the cost reduction efforts.
b. Sales finance
Net sales in the sales finance segment (including inter-segment sales) for the year ended March 31, 2018 increased
by ¥166.1 billion (16.9%) to ¥1,149.3 billion. Operating income increased by ¥31.4 billion (17.1%) from the last year
to ¥215.3 billion. A major profit-increasing factor was an increase in profit of sales finance companies in the United
States of America.
- 21 -
(Geographic segment)
a. Japan
In Japan market, the total industry volume (“TIV”) increased by 2.4% year on year to 5.20 million units. The Group’s
sales increased by 4.8% from the prior fiscal year to 584 thousand units due to favorable sales of “NOTE e-POWER,”
“SERENA e-POWER,” and new “Nissan LEAF,” as well as “DAYZ” and “DAYZ Roox,” all of which contributed
to the overall sales increase, despite the negative effects of recalls and temporary production/shipment suspension
due to the vehicle inspection incident. As a result, the Group’s market share increased to 11.2%, up 0.2 percentage
point year on year. Net sales in Japan (including intersegment sales) for the current fiscal year decreased by ¥71.2
billion (1.5%) from the prior fiscal year to ¥4,647.2 billion. Operating income decreased by ¥125.9 billion (30.7%)
from the prior fiscal year to ¥284.2 billion. A major profit-decreasing factor was the impact of the vehicle inspection
incident, despite a profit increase attributable to the favorable effects of foreign exchange rate movements.
b. North America
In North America market, including Mexico and Canada, TIV decreased by 1.2% to 20.85 million units. The Group’s
sales in North America decreased by 1.8% to 2,091 thousand units. Net sales in North America (including
intersegment sales) for the current fiscal year increased by ¥70.2 billion (1.1%) to ¥6,421.9 billion. Operating income
decreased by ¥87.6 billion (30.5%) from the prior fiscal year to ¥200.1 billion. Major profit-decreasing factors were
an increase in sales and marketing expenses including the dealer inventory adjustment and a decrease in the number
of vehicles sold.
Meanwhile, in the United States of America market, TIV decreased by 1.0% to 17.31 million units. However, the
Group sold 1,593 thousand units, up 0.7% from the prior fiscal year, supported by favorable sales of “Rogue” and
“Rogue Sport.” The Group’s market share increased by 0.2 percentage point to 9.2%.
c. Europe
In Europe market, TIV increased by 2.7% to 19.98 million units. The Group sold 652 thousand units in Europe,
excluding Russia, down 4.6% from the prior fiscal year despite the contribution of “Qashqai” and “Micra.” The
Group’s market share decreased by 0.2 percentage point to 3.6%. Meanwhile, the Group’s sales in Russia market
increased by 12.0% to 105 thousand units, reflecting signs of a recovery against the lingering economic uncertainty.
Net sales in Europe (including intersegment sales) for the current fiscal year were ¥2,092.0 billion, an increase of
¥171.4 billion (8.9%) from the prior fiscal year. Operating income of ¥14.3 billion was recorded for the current fiscal
year, improving by ¥39.5 billion from the prior fiscal year. A major improvement factor was a reduction in purchasing
costs despite an increase in sales and marketing expenses.
d. Asia
Sales volume in Asia and Oceania market, excluding China, decreased by 2.8% to 331 thousand units. Net sales in
Asia and Oceania (including intersegment sales) for the current fiscal year decreased by ¥55.9 billion (3.5%) from
the prior fiscal year to ¥1,553.7 billion. Operating income for the current fiscal year was ¥53.6 billion, a decrease of
¥8.3 billion (13.5%) from the prior fiscal year.
In China market, TIV increased by 1.8% to 27.35 million units. The Group’s sales in China increased by 12.2% from
the prior fiscal year to 1,520 thousand units, driven by sales of “X-Trail” and “Sylphy,” accounting for a market share
of 5.6%, up 0.6 percentage point year on year. The operating results of Chinese joint venture, Dongfeng Motor Co.,
Ltd., is reflected as a gain on the equity in earnings of affiliates in Non-operating income.
- 22 -
The mission of the six-year midterm plan “Nissan M.O.V.E. to 2022” announced on November 8, 2017 is to achieve
sustainable growth and to lead the technology and business evolution of the automotive industry. Because China market is
one of the most important markets for the global automotive market today, this midterm plan of 8% operating margin,
which is one of the Group’s KPIs, is based on the proportionate consolidation of the Chinese joint venture. By the end of
the plan, the Group aims to grow revenues to ¥16,500 billion, and generate a cumulative ¥2,500 billion of automotive free
cash flow, with 8% operating margin. In the current fiscal year, which is the first year of the midterm plan, the operating
margin was 5.6%, revenues were ¥13,315 billion, free cash flows in the automobile business was positive ¥482.7 billion
under the proportionate consolidation of the Chinese joint venture.
a. Cash flows
As the cash and cash equivalents in the automobile business at the end of the current fiscal year exceeded interest-bearing
debt, the Group had net cash of ¥1,769.1 billion in the cash position, and the free cash flows in the automobile business for
the current fiscal year were positive ¥407.0 billion.
b. Financial policies
Financial activities within the Group are managed centrally by the Treasury Department of the Company, which functions
as the global treasurer. Several activities are underway within the Group to improve funding efficiency through the
implementation of a global cash management system.
The Group has developed a basic financial strategy under which the Group raises funds from appropriate sources and
maintains an appropriate level of liquidity and a sound financial position so that the Group can make investments in research
and development activities, capital expenditures and its finance business on a timely basis. In fiscal year 2018 (From April
1, 2018 To March 31, 2019), the Group plans to invest ¥540.0 billion in capital expenditures, which will be financed out
of its own funds.
It is necessary to pay careful attention to the liquidity of funds in view of the drastic environmental changes in the financial
markets and other relevant concerns. However, as the Group has entered into loan commitment agreements with major
international banks in addition to the cash and cash equivalents as above, the Group believes that a level of liquidity
sufficient to meet the Group’s funding requirements is being maintained.
Whether or not the Group can raise funds without collateral and the related costs depends upon the credit rating of the
Group. Currently, the Group’s credit rating is investment grade; however, this favorable rating is not presented herein with
the intention of inviting the purchase or holding of the Group’s debt securities.
- 23 -
4. Important business contracts
Date on which
Company which entered
Counterparty Country Agreement agreement entered
into agreement
into
Nissan Motor Co., Ltd. Overall alliance in the automobile
(Filer of this Securities Renault France business including equity March 27, 1999
Report) participation
Nissan Motor Co., Ltd. Daimler AG Germany Agreement on a strategic cooperative
(Filer of this Securities relationship including equity April 7, 2010
Report) Renault France participation
Nissan Motor Co., Ltd. Mitsubishi Overall alliance in the automobile
(Filer of this Securities Motors Japan business including equity May 25, 2016
Report) Corporation participation
- 24 -
5. Research and development activities
The Group has been proactively conducting research and development activities in diverse fields such as global
environmental conservation and safety to realize the durable motorized society.
The research and development costs of the Group amounted to ¥495.8 billion for this fiscal year.
The Group’s research and development organization and the results of its activities are summarized as follows:
- 25 -
In the “motorization of vehicles,” the e-POWER system equipped on the “NOTE” for the first time in fiscal year 2016 has
been extensively adopted for the “SERENA,” which was awarded the ENERGY CONSERVATION GRAND PRIZE for
fiscal year 2017. The e-POWER system offers full electric motor drive, meaning that the wheels are completely driven by
the electric motor. The “NOTE e-POWER” achieved best-in-class fuel economy (*1) compared to conventional hybrid
vehicles under urban conditions in which the vehicles are frequently driven, as optimal driving performance is achieved by
an engine whose sole function is to generate electricity to power its 100% electric motor drive system.
As for “technological innovation of manufacturing,” our VC-Turbo engine, the world's first production-ready variable
compression ratio engine, was equipped onboard the “QX50” under the INFINITI brand. The VC-Turbo engine swiftly
selects the optimum compression ratio with an advanced multi-link system, seamlessly adjusting the piston’s top dead center,
offering power, strong torque and efficiency, on demand.
The Group also focuses on reduction of car body weight by applying new technology. NISSAN has achieved weight
reduction of vehicles with thin body thickness by using high-tensile strength steel, including the adoption of the world’s first
1.2G-class steel that allows the coexistence of high strength and high formability features. The use of high-tensile strength
steel was extended to the “INFINITI Q50” model (“Skyline” in Japan), as well as to the “Murano” model and the “INFINITI
Q60” model in North America, which have been launched previously. We will promote the enhanced use of high-tensile
strength steel and raise its adoption rate to 25% for new model vehicles that will be launched in 2017 and later. During fiscal
year 2017, the Group applied ultra-high-tensile strength steel of the Super-High-Formability (SHF) 980 MPa-class to the
“INFINITI QX50” modela first among global automobile manufacturers. This has realized both improved driving
performance and reduced car body weight.
The Group is also committed to “maximization of the value and utilization of resources and cars.” EV’s fusion with society
by connecting with power transmission lines (“grid”) contributes to optimizing energy supply throughout the grid. At present,
more than 7,000 power conditioner units for EV have been installed in Japan, and EVs are utilized to manage energy
consumption at many households, stores and buildings under the “Vehicle to Home (V2H)” initiative. Moreover, many EVs
are used in Japan, the United States of America and a number of European countries to supply electricity to buildings as part
of the “Vehicle to Building (V2B)” initiative, and the number of participants in this project is increasing. Furthermore,
several proactive initiatives to further enhance EV value are under way, including the use of a smart charge system jointly
with electric power companies and demonstrative experiments for the “Vehicle to Grid (B2G)” initiative.
Regarding safety, the Group aimed to achieve the goal of reducing by half the number of Nissan-automobiles-related deaths
(compared to 1995) by 2015 via the analysis of actual traffic accidents. This goal has been achieved in Japan, the United
States of America and Europe (the United Kingdom). At present, the Group continues to conduct diverse activities targeting
further reducing by half the above number of Nissan-automobiles-related deaths by 2020 in Japan, the United States of
America and Europe (the United Kingdom), with zero fatalities as the ultimate goal. To this end, with a perspective of
reducing the number of traffic accidents, the Group has been promoting the development of a technology that allows the
vehicle to support its passengers to stay away from danger based on “Safety Shield,” which is a sophisticated and positive
approach to safety issues.
In Japan, the “NOTE e-POWER (X grade)” model obtained the highest evaluation (ASV++) under the Japan New Car
Assessment Program (JNCAP). In the United States of America, the “INFINITI QX60,” “Murano,” “Altima,” “Maxima”
and “Pathfinder” models obtained the highest evaluation (5 Star) under the United States New Car Assessment Program
(US-NCAP). In Europe, the “Micra (Safety Pack)” model obtained the highest evaluation (5 Star) under the European New
Car Assessment Program (Euro NCAP).
Moreover, the Company promotes the adoption of the autonomous driving technology that can be expected to significantly
reduce the number of traffic accidents and launched in August 2016 a new “SERENA” model with the ProPILOT technology,
which is designed for highway use in single-lane traffic, onboard. ProPILOT will help ease driver workload by introducing
a combination of accelerator, braking and steering that can be operated in full automatic mode in two scenes: i) driving on
congested roads and ii) long-time cruising. In Japan, the adoption of the ProPILOT was extended onboard to the “X-Trail”
model and the new “NISSAN LEAF” model during 2017. Consequently, the sales volume of models with the ProPILOT
onboard exceeded an aggregate total of 120 thousand units by March 31, 2018. The Group is globally active in extensively
adopting the ProPILOT onboard the new “QX50,” “Rogue” and “NISSAN LEAF” in the United States of America, and
onboard the “NISSAN LEAF” and “Qashqai” in Europe. In the near future, the Group will put the multi-lane control AD
technology into practical use, enabling cars to autonomously change lanes on highways. In addition, the Group publicly
released its schedule to launch 20 vehicle models with the ProPILOT onboard in 20 markets by 2022 and expects the sales
volume of car models with the ProPILOT onboard to exceed one million units annually by 2022. Furthermore, since March
2018, a demonstrative experiment utilizing unmanned, autonomous driving vehicles for “Easy Ride,” a new traffic service
under joint development with DeNA Co., Ltd., has started in the Minato Mirai area in Yokohama-shi, Kanagawa.
The Group will always be actively involved in research and development activities designed to launch new and highly
competitive products on the market and to pioneer advanced technologies for the future with the aim of achieving the targets
in the Nissan M.O.V.E. to 2022.
*1: At the time of launch: 26.2 km/L for the “SERENA e-POWER” (Japanese standards)
- 26 -
3. Equipment and Facilities
1. Overview of capital expenditures
The Group (the Company and its consolidated subsidiaries) invested ¥485.4 billion during this fiscal year, in particular, to
accelerate the development of new products, safety and environmental technology and on efficiency improvement of the
production system.
- 27 -
(3) Foreign subsidiaries
(As of March 31, 2018)
Net book value
Company Location Address Description Land Buildings & Machinery & Number of
Other Total employees
Area Amount structures vehicles
(Millions (Millions (Millions (Millions (Millions (Persons)
(m2)
of yen) of yen) of yen) of yen) of yen)
Production
Production plant for Smyrna, Tennessee, facilities for
Nissan North 16,696
vehicles and parts Canton, Mississippi, vehicles, 25,887,621 8,100 71,401 154,330 182,493 416,324
America, Inc. parts and (8)
and other facilities USA, etc.
others
Production
Production plant for Morelos, Mexico, facilities for
Nissan Mexicana, 12,576
vehicles and parts and Aguascalientes, vehicles, 5,972,997 6,263 22,862 47,922 74,001 151,048
S.A. de C.V. parts and (1,950)
and other facilities Mexico
others
Production
Nissan Motor Production plant for Barcelona, Madrid, facilities for 4,695
vehicles and 591,062 955 16,560 30,271 42,493 90,279
Iberica, S.A. vehicles and parts Spain, etc. (277)
parts
Nissan Motor Sunderland, Tyne Production
Production plant for facilities for 6,749
Manufacturing & Wear, United vehicles and 2,861,491 1,611 19,235 33,404 47,772 102,022
vehicles and parts (1,173)
(UK) Ltd. Kingdom parts
Renault Nissan Oragadam, Production
Production plant for facilities for 5,652
Automotive India Kanchipuram vehicles and 2,468,582 3,120 16,055 43,632 15,465 78,272
vehicles and parts (0)
Private Limited District, India parts
Nissan Motor Bangsaothong, Production
Production plant for facilities for 4,328
(Thailand) Co., Samutpraken, vehicles and 995,164 1,089 6,364 12,957 35,363 55,773
vehicles and parts (35)
Ltd. Thailand parts
Production
Nissan Production plant for facilities for
Sankt-Petersburg, vehicles and 2,102
Manufacturing vehicles and parts 1,650,603 317 11,601 7,311 4,922 24,151
Russia parts and (29)
RUS LLC. and other facilities
others
Production
Production plant for facilities for
Nissan Do Brasil Resende, Rio de vehicles and 2,327
vehicles and parts 2,738,167 3,726 28,259 4,168 17,610 53,763
Automóveis Ltda. Janeiro, Brazil parts and (1)
and other facilities
others
Kota Bukit Indah, Production
PT. Nissan Motor Production plant for facilities for 1,860
Purwakarta, vehicles and 233,327 774 2,313 5,762 5,175 14,024
Indonesia vehicles and parts (464)
Indonesia parts
Note: In addition to the above, other major leased assets are presented as follows:
- 28 -
4. Corporate Information
1. Information on the Company’s shares
1) Number of shares
Number of shares authorized to be
Type
issued
Common stock 6,000,000,000
Total 6,000,000,000
- 29 -
(2) Status of the share subscription rights
1) Stock option plans
The Company has adopted a stock option plan (the “Plan”) under which share subscription rights are granted to employees
of the Company in accordance with the Corporate Law.
The details of the Plan which were approved at the annual general meetings of the shareholders are summarized as follows:
The Plan under Articles 236, 238 and 239 of the Corporate Law
Resolution at 108th annual general meeting of the shareholders:
Date for resolution June 20, 2007
Individuals covered by the Plan and number
Employees of the Company 121
of individuals
Number of share subscription rights *1 4,991 units [―]
Type of shares to be issued upon the exercise
Common stock: 499,100 shares [―]
of the share subscription rights and number
The number of shares constituting a standard unit is 100.
of shares *1
Amount to be subscribed upon the exercise
¥97,500 (¥975 per share) *2
of the share subscription rights *1
Exercise period *1 From May 17, 2010 To April 23, 2018
Upon the exercise of the share subscription
Issue price: ¥975
rights, issue price and amount per share to
Amount per share to be credited to common stock: ¥488
be credited to common stock (Yen) *1
Conditions for the exercise of the share Partial exercise of each share subscription right is not allowed.
subscription rights *1 Individuals to whom the share subscription rights are granted (the
“Holders”) must continue their service with the Company or its
subsidiaries or affiliates in the state of being employed or entrusted until
the share subscription rights become exercisable.
The Holders shall achieve their own predetermined performance targets.
A Holder shall not be able to exercise his/her share subscription rights in
case he/she violates any applicable laws or various internal rules of the
Company, etc.
A Holder shall not be able to exercise his/her share subscription rights in
case he/she is subject to a disciplinary action equivalent to or more
serious than a suspension of attendance, which is stipulated in the
Working Regulations of the Company, etc.
A Holder shall not be able to exercise his/her share subscription rights in
case he/she abandons the share subscription rights.
The details concerning conditions to above and certain other conditions
shall be as set forth in the “Share subscription rights Allocation Agreement”
executed and entered into by and between the Company and each Holder
based on a resolution of the Board of Directors.
Transfer of share subscription rights *1 Any and all transfers of share subscription rights must be approved by the
Board of Directors of the Company.
Matters relating to the issuance of share
subscription rights as a result of —
organizational restructuring action *1
*1 The table above describes the Plan details at the end of the current fiscal year (March 31, 2018). The changes made from the
end of the current fiscal year to the end of the month preceding the filing date of this Securities Report (May 31, 2018) are
noted in [ ], and they are as of the end of the month preceding the filing date of this Securities Report. The exercise period
ended as of April 23, 2018, and there were no relevant matters at the end of the month preceding the filing date of this
Securities Report.
*2 If either of the cases 1) or 2) below takes place on or after the date for issuance, the exercise price shall be adjusted by
applying the following formula (hereinafter the “Exercise Price Adjustment Formula”), respectively, with the resulting
fractions less than ¥1 to be rounded up.
1) If the Company conducts a stock split or a reverse stock split for the Company shares of common stock:
Adjusted exercise price = Exercise price before adjustment × 1
Ratio of stock split/reverse stock split
2) If the Company issues shares of common stock or disposes of its treasury stock at prices less than the then-current market price
(excluding cases of i) the purchase of treasury stock of shares under Article 194 (Request from shareholders who own stocks of
less than a standard unit against the Company to sell shares so that such shareholder’s shares become one unit of shares) of the
Corporate Law, ii) conversion of securities to be converted or convertible to the Company’s shares of common stock or iii) share
subscription rights with which the holder can request issuance of the Company’s shares of common stock) (including those attached
to the bonds with share subscription rights)).
Adjusted Exercise Number of shares Number of shares to be issued × Exercise price per share
+
exercise = price before × already issued Market price per share
price adjustment Number of shares already issued + Number of shares to be issued
- 30 -
2) Right plans
Not applicable
(3) Exercise status of bonds with share subscription rights containing a clause for exercise price adjustment
Not applicable
(4) Changes in the number of shares issued and the amount of common stock and other
Changes in the Balance of the Changes in Balance of
Changes in Balance of
number of shares number of shares additional paid additional paid
Period issued issued
common stock common stock
-in capital -in capital
(Thousands) (Thousands) (Millions of yen) (Millions of yen) (Millions of yen) (Millions of yen)
From April 1, 2015 To
(26,000) 4,494,715 ― 605,813 ― 804,470
March 31, 2016 (Note)
From April 1, 2016 To
(274,000) 4,220,715 ― 605,813 ― 804,470
March 31, 2017 (Note)
Note: Decrease due to retirement of treasury stock
- 31 -
(6) Principal shareholders
(As of March 31, 2018)
Number of shares
(excluding
Number of treasury stock)
Name Address shares held held as a
percentage of
total shares issued
(Thousands) (%)
13-15 QUAI ALPHONSE LE GALLO
Renault S.A. 92100 BOULOGNE BILLANCOURT,
(Standing agent: Settlement & Clearing Services FRANCE 1,831,837 43.7
Division, Mizuho Bank, Ltd.) (Shinagawa Intercity A Bldg., 2-15-1
Konan, Minato-ku, Tokyo)
THE CHASE MANHATTAN BANK, N.A., WOOLGATE HOUSE, COLEMAN
LONDON SPECIAL ACCOUNT NO. 1 STREET, LONDON EC2P 2HD,
(Standing agent: Settlement & Clearing Services ENGLAND 144,346 3.4
Division, Mizuho Bank, Ltd.) (Shinagawa Intercity A Bldg., 2-15-1
(Note) Konan, Minato-ku, Tokyo)
The Master Trust Bank of Japan, Ltd. 2-11-3 Hamamatsu-cho, Minato-ku,
128,846 3.1
(Trust account) Tokyo
Japan Trustee Services Bank, Ltd.
1-8-11 Harumi, Chuo-ku, Tokyo 109,318 2.6
(Trust account)
Japan Trustee Services Bank, Ltd.
1-8-11 Harumi, Chuo-ku, Tokyo 59,204 1.4
(Trust account 9)
1-6-6 Marunouchi, Chiyoda-ku, Tokyo
Nippon Life Insurance Company (Nippon Life securities management
(Standing agent: The Master Trust Bank of portion) 54,029 1.3
Japan, Ltd.) (2-11-3 Hamamatsu-cho, Minato-ku,
Tokyo)
Japan Trustee Services Bank, Ltd.
1-8-11 Harumi, Chuo-ku, Tokyo 45,070 1.1
(Trust account 5)
STATE STREET BANK WEST CLIENT - 1776 HERITAGE DRIVE, NORTH
TREATY 505234 QUINCY, MA 02171, U.S.A.
40,397 1.0
(Standing agent: Settlement & Clearing Services (Shinagawa Intercity A Bldg., 2-15-1
Division, Mizuho Bank, Ltd.) Konan, Minato-ku, Tokyo)
Japan Trustee Services Bank, Ltd.
1-8-11 Harumi, Chuo-ku, Tokyo 33,880 0.8
(Trust account 7)
Japan Trustee Services Bank, Ltd.
1-8-11 Harumi, Chuo-ku, Tokyo 33,492 0.8
(Trust account 1)
Total ― 2,480,419 59.2
Note: Daimspain, S.L. substantially holds 140,142 thousand shares of the Company although those shares are in custody of
THE CHASE MANHATTAN BANK, N.A. LONDON SPECIAL ACCOUNT NO. 1 on the shareholders’ register.
- 32 -
(7) Status of voting rights
1) Shares issued
(As of March 31, 2018)
Number of shares Number of voting rights
Classification Description
(Shares) (Units)
(Treasury stock)
Common stock ― ―
Shares with full voting rights 28,426,000
(Treasury stock, etc.) (Crossholding stock)
Common stock ― ―
238,800
Shares with full voting rights Common stock
41,914,681 ―
(Others) 4,191,468,100
Stocks of less than a standard Common stock
― ―
unit 582,212
Total shares issued 4,220,715,112 ― ―
Crossholding stocks of less than a standard unit (As of March 31, 2018)
Shareholder Number of shares
Kai Nissan Motor Co., Ltd. 706 Kamiimai-cho, Kofu-shi, Yamanashi 37,800 44,900 82,700 0.00
1-1-8 Hanazono-cho, Takamatsu-shi,
Kagawa Nissan Motor Co., Ltd.
Kagawa
4,800 100 4,900 0.00
NDC Sales Co., Ltd. 2-39-1 Mimomi, Narashino-shi, Chiba 45,600 ― 45,600 0.00
Note: The shares included in “Number of shares held under the names of others” represents those held by Nissan’s
crossholding share association (address: 1-1-1 Takashima, Nishi-ku, Yokohama-shi, Kanagawa). (Fractional
numbers under 100 have been omitted.)
- 33 -
2. Acquisition of treasury stock
Type of shares: Acquisition of shares of common stock under Article 155, Item 7 of the Corporate Law
(1) Acquisition of treasury stock based on a resolution approved at the annual general meeting of the shareholders
Not applicable
(2) Acquisition of treasury stock based on a resolution approved by the Board of Directors
Not applicable
(3) Acquisition of treasury stock not based on a resolution approved at the annual general meeting of the shareholders or
on a resolution approved by the Board of Directors
(4) Current status of the disposition and holding of acquired treasury stock
Current fiscal year Period for acquisition
Total Total
Number of disposition Number of disposition
Classification
shares amount shares amount
(Thousands) (Millions of (Thousands) (Millions of
yen) yen)
Acquired treasury stock for which subscribers
― ― ― ―
were solicited
Acquired treasury stock that was disposed of ― ― ― ―
Acquired treasury stock for which transfer of
shares was conducted in association with ― ― ― ―
merger/stock exchange/corporate separation
Other (Acquired treasury stock that was
disposed of instead of issuing shares due to 1,392 1,407 ― ―
the exercise of share subscription rights)
Number of shares of treasury stock held 28,426 ― 28,427 ―
- 34 -
3. Dividend policy
The Company positions the return of profits to shareholders as one of the most important management policies, and
adherence to a globally competitive dividend standard is Nissan’s strategy as well as a key that defines its relationship with
shareholders.
The Company’s basic policy on the distribution of dividends from surplus is twice annually, that is, an interim dividend
and a year-end dividend, as the Company has determined in its articles of association that the Company may distribute
interim dividends as stipulated in Article 454, Paragraph 5, of the Corporate Law. The final decision-making organization
is the Board of Directors for the interim dividend, and a general meeting of the shareholders for the year-end dividend.
As for the distribution of dividends from surplus for the year ended March 31, 2018, the Company’s interim dividend was
¥26.5 per share and the year-end dividend was ¥26.5 per share. As a result, the Company’s annual dividend was ¥53 per
share.
The Company intends to apply its internal reserve to preparations for future business development and R&D costs.
Note: Dividends from surplus for which the record date belongs to the fiscal year ended March 31, 2018, are as follows:
Total dividend amount
Date of resolution Dividend per share (Yen)
(Millions of yen)
Board of Directors meeting held on
103,658 26.5
November 8, 2017
Annual general meeting of the
103,627 26.5
shareholders held on June 26, 2018
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
(1) Highest and lowest prices during the past five years
Note: The above prices are those quoted on the First Section of the Tokyo Stock Exchange.
(2) Highest and lowest prices during the past six months
Note: The above prices are those quoted on the First Section of the Tokyo Stock Exchange.
- 35 -
5. Members of the Board of Directors and Statutory Auditors
- 36 -
Term of Number of
Name
Function Position Career profile office shares owned
(Date of birth)
(period) (Thousands)
Director Toshiyuki Shiga 1976 April Joined the Company
(September 16, 1999 July General Manager of Corporate Planning Dept.
Two
1953) and Alliance Coordination Office of the Company
years
2000 April Senior Vice President of the Company
from 110
2005 April COO of the Company
June
2005 June Director and COO of the Company
2017
2013 November Director and Vice Chairman of the Company
2017 June Director of the Company (Current position)
Director Jean-Baptiste 1982 September Joined Renault Two
Duzan 1992 January Senior Vice President of Renault years
(September 7, 2009 June Retired from Renault from 1
1946) 2009 June Director of the Company (Current position) June
2017
Director Bernard Rey 1988 Project Director of Renault
(September 6, 1998 Officer in charge of International Dept. of Renault Two
1946) 1999 April Vice President of the Company years
2000 April Senior Vice President of the Company from 1
2007 April Senior Vice President of Renault June
2011 November Retired from Renault 2017
2014 June Director of the Company (Current position)
Director Keiko Ihara 2013 January Fédération Internationale de l'Automobile (FIA)
(July 4, 1973) Asian representative for the Women in
Motorsports Commission and female
representative for the FIA Drivers Commission
(Current position)
2015 April Member of Industrial Structure Council, Japan
Ministry of Economy, Trade and Industry (Current One year
position) from
―
2015 July Member of Japan House Advisory Board, Japan June
Ministry of Foreign Affairs (Current position) 2018
2015 September Guest Associate Professor at Keio University
Graduate School of Media Design (KMD)
(Current position)
2016 June Outside Director of SOFT99 corporation (Current
position)
2018 June Director of the Company (Current position)
Director Masakazu 1973 April Joined Ministry of International Trade and Industry
Toyoda 2003 August Director-General, Commerce and Information
(June 28, 1949) Policy Bureau of Ministry of Economy, Trade and
Industry (METI)
2006 July Director General, Trade Policy Bureau, METI
2007 July Vice-Minister for International Affairs, METI
2008 August Secretary-General, The Cabinet Secretariat’s One year
Strategic Headquarters for Space Policy from
―
2008 November Special Advisor to the Cabinet June
2010 July Chairman & CEO, Institute of Energy Economics, 2018
Japan (Current position)
2011 June Outside Auditor of Nitto Denko Corporation
(Current position)
2015 March Outside Director of CANON ELECTRONICS INC.
(Current position)
2018 June Director of the Company (Current position)
Statutory Standing Hidetoshi Imazu 1972 April Joined the Company
Auditor (May 15, 1949) 1998 April General Manager, Chassis Engineering Div. of the
Company
Four
2002 April Senior Vice President of the Company
years
2007 April Executive Vice President of the Company
from 65
2007 June Director and Executive Vice President of the June
Company 2018
2014 April Director of the Company
2014 June Statutory Auditor of the Company (Current
position)
- 37 -
Term of Number of
Name
Function Position Career profile office shares owned
(Date of birth)
(period) (Thousands)
Statutory Standing Motoo Nagai 1977 April Joined Industrial Bank of Japan, Limited
Auditor (March 4, 1954) 2005 April Executive Officer of Mizuho Corporate Bank, Ltd.
2007 April Managing Executive Officer of Mizuho Corporate
Four
Bank, Ltd.
years
2011 April Deputy President (Executive Officer) of Mizuho
from 7
Trust & Banking Co., Ltd.
June
2011 June Deputy President (Executive Officer and Director)
2018
of Mizuho Trust & Banking Co., Ltd.
2014 June Statutory Auditor of the Company (Current
position)
Statutory Standing Tetsunobu Ikeda 1977 April Joined The Bank of Yokohama, Ltd.
Auditor (January 30, 2004 June Executive Officer, The Bank of Yokohama, Ltd.
1955) 2007 June Representative Director, The Bank of Yokohama,
Ltd. Four
years
2008 November Director and President of Hamagin Tokai Tokyo
from ―
Securities Co., Ltd.
June
2015 April Director and President of Sky Ocean Asset
2018
Management Co., Ltd.
2018 June Statutory Auditor of the Company (Current
position)
Statutory Part-time Shigetoshi 1964 April Joined The Sanwa Bank, Limited
Auditor Andoh 1990 June Director of The Sanwa Bank, Limited
(March 30, 1993 December Managing Director of The Sanwa Bank, Limited
1942) 1996 June Senior Managing Director of The Sanwa Bank,
Limited Four
1999 July Director and President of TOYO KOGYO Co., Ltd. years
2001 June Director and Executive Vice President of Nippon from 17
Shinpan Co., Ltd. June
2002 November Chairman of Nippon Shinpan Co., Ltd. 2016
2004 June Chairman of Hitachi Zosen Corporation
2010 June Counselor of Hitachi Zosen Corporation
2012 June Statutory Auditor of the Company (Current
position)
Total 3,417
Notes: 1. Jean-Baptiste Duzan, Keiko Ihara and Masakazu Toyoda are outside directors of the Company.
2. Tetsunobu Ikeda, Motoo Nagai and Shigetoshi Andoh are outside statutory auditors.
3. The Company sets up a Corporate Officer system in order to revitalize the Board of Directors by segregating decision-making and control
functions from the executive functions and to enable capable individuals to be appointed based solely on their ability.
The number of Corporate Officers is 51, consisting of 27 Japanese and 24 foreigners, of which two are women (female ratio of 4% of the corporate
officers), and including the 3 directors listed above (Carlos Ghosn, Hiroto Saikawa and Hideyuki Sakamoto). The 48 other members are as follows:
Hiroshi Karube (CFO); Philippe Klein (CPLO); Jose Munoz (CPO); Yasuhiro Yamauchi (CCO); Christian Vandenhende, Tsuyoshi Yamaguchi
and Daniele Schillaci (Executive Vice Presidents); Hitoshi Kawaguchi, Takao Asami, Jun Seki, Jose Luis Valls, Takashi Hata, Roland Krueger,
Arun Bajaj, Asako Hoshino, Rakesh Kochhar, Hari Nada, Noboru Tateishi, Alfonso Albaisa, Peyman Kargar, Denis Le Vot, Gianluca De
Ficchy, Kunio Nakaguro, Atul Pasricha and Makoto Uchida (Senior Vice Presidents); Joji Tagawa, Yusuke Takahashi, Roel De Vries, Tony
Laydon, Mitsuro Antoku, Toshihiro Hirai, Hiroshi Nagaoka, Akihiro Otomo, Kent O’Hara, Leon Dorssers, Atsuhiko Hayakawa, Yoshikazu
Nakai, Kinichi Tanuma, Haruhiko Yoshimura, Yukio Ito, Catherine Perez, Jose Roman, Carlos Servin, Tony Thomas, Seiji Honda, Eiichi
Akashi, Ivan Espinosa and Shohei Yamazaki (Corporate Vice Presidents), and Haruyoshi Kumura and Shunichi Toyomasu as Fellows.
- 38 -
6. Corporate governance
- 39 -
e. All Directors, corporate officers and employees are encouraged to use good conduct, and to neither directly nor
indirectly, be involved in any fraud blackmail or other improper or criminal conduct. In cases of becoming aware of
any such impropriety or illegal activity, or the risk thereof, in addition to acting resolutely against it, he/she shall
promptly report such matter to his/her respective superiors and specific committee, and shall follow their instructions.
f. For the purpose of monitoring and ensuring compliance with the code of conduct, the Company establishes the Global
Compliance Committee.
g. The Company implements a hotline system with internal and external points of contact, by which the employees are
able to submit their opinions, questions and requests, as well as report an act that may be suspected as a violation of
compliance, freely and directly to the Company’s management.
h. The Company is committed to continually implementing relevant company rules, including, for example, the “Global
Rules for the Prevention of Insider Trading” and the “Rules for the Protection of Personal Information”. The Company
continually offers education programs to employees as part of its program to promote the understanding and compliance
with such corporate rules.
i. The Company is committed to improve and enhance the internal control systems to ensure accuracy and reliability of
its financial reports in accordance with the Financial Instruments and Exchange Law together with its related rules and
standards.
j. The Company establishes a department specialized in internal audit for the purpose of regularly monitoring the Company
and Group companies’ businesses and their compliance with laws, their respective articles of association and the codes
of corporate conduct.
k. Diverse activities related to the Renault-Nissan alliance including those regarding the jointly operated functions are
conducted under the direction and oversight of the Board of Directors, the Executive Committee and the relevant
Corporate Officers of the Company. The relevant decision making is conducted based on the “Delegation of Authority”
procedures by the Board of Directors, the relevant Corporate Officers or employees of the Company in accordance with
the applicable laws and regulations.
iii) Rules and systems for proper management of risk and loss
a. The Company minimizes the possibility of occurrences of risk and, if they occur, mitigates the magnitude of losses by
sensing such risks as early as possible and implementing appropriate countermeasures. In order to achieve such
objectives, the Company and its Group companies implement the “Global Risk Management Policy.”
b. Management of material company-wide risks is assigned primarily to the members of the Risk Management Committee,
who are responsible to implement necessary measures such as preparing relevant risk management manual.
c. Concerning the management of other specific business risks beyond those supervised directly by the Risk Management
Committee, they are handled by each manager in the business function who will evaluate, prepare and implement the
necessary measures to minimize such risks.
iv) Systems to ensure accurate records and the retention of information of Directors’ execution of business
a. The Company prepares full and accurate minutes of meetings of the Board of Directors of the Company in accordance
with laws and the board regulations and ensures they are retained and managed in a secure environment.
b. In performing business activities by various divisions and departments, matters to be decided pursuant to the
“Delegation of Authority” are decided by either electronic system or written documents, and are retained and managed
either electronically or in writing.
c. While the departments in charge are responsible for proper and strict retention and management of such information,
Directors, Statutory Auditors and others of the Company have access to any records as required for the purpose of
performing their business activities.
d. The Company works to streamline the “Information Security Policy” and a “Global Information Management Policy,”
enhance proper and strict retention and management of information and prevent improper use of information and
unintended disclosure of such information. Furthermore, the Company has an Information Security Committee which
is engaged in overall management of information security in the Company and makes decisions on information security
matters.
v) Systems to ensure proper and legitimate business activities of the group companies
(A) Systems to ensure the efficient execution and management of business activities by Directors of the group companies
a. The Company establishes various Management Committees which are trans-group organizations in order to ensure
proper, efficient and consistent Group management.
b. In management committee meetings, the Company provides group companies with important information and shares
with them management policies; this ensures that the business decisions of all group companies are made efficiently
and effectively.
c. The group companies implement an objective and transparent Delegation of Authority procedures.
(B) Systems to ensure compliance of activities of Directors and employees of the group companies to laws and regulations
and articles of association
a. Group companies implement each company’s code of conduct in line with the Global Code of Conduct, establish a
compliance committee and ensure full compliance with all laws and our corporate code of conduct. The Global
Compliance Committee regularly monitors these companies and works to ensure further strict compliance with laws,
the articles of association and the corporate behavior. In addition, group companies implement a hotline system which
ensures that employees are able to directly communicate to the group company or to the Company directly their opinions,
questions and requests.
- 40 -
b. The internal audit department of the Company periodically carries out local audits on the business of group companies
for the purpose of monitoring and confirming legal compliance, relevant articles of association as well as management
of business risks. Major group companies establish their own internal audit departments and perform internal audits
under the supervision of the Company’s internal audit department.
c. The Company’s Statutory Auditors and group companies’ Statutory Auditors have periodic meetings to share
information and exchange opinion for the purpose of ensuring effective auditing of the group companies.
d. In particular, the scope and frequency of internal audits and other monitoring activities on the business of the group
companies may vary reasonably because of, for example the size, nature of the business, and materiality of such group
companies.
(C) Rules and systems for proper management of risk and loss of the group companies
a. The group companies implement the Global Risk Management Policy.
b. Management of risks related to the group companies that might have an impact on the entire Group is assigned mainly
to the members of the Risk Management Committee, who are responsible to implement specific measures.
c. Concerning the management of other risks related to the group companies, each group company is responsible to
monitor, manage and implement the necessary measures to minimize such risks.
(D) Systems for Directors of the group companies to report business activities to the Company
The Company requests the group companies to report and endeavors to maintain certain important business matters of the
group companies, through multiple routes, including, (i) the systems stated in (A) through (C) above and (ii) relations and
cooperation between each function of the Company and the corresponding function of the other group companies.
vi) Organization of employee(s) supporting the Company’s Statutory Auditors, systems showing their independence from the
Company’s Directors, and systems to ensure effectiveness of the Company’s Statutory Auditors’ instruction to them
a. The Company has the Auditors’ Office to support the activities of the Company’s Statutory Auditors. Dedicated
manager(s) is assigned and performs his/her duties under the supervision and responsibility of the Statutory Auditors.
b. The Statutory Auditors make appraisal of dedicated manager’s performance, and his/her move to another department
and his/her disciplinary action are subject to prior approval of the Board of Statutory Auditors.
vii) Systems to report business issues to the Company’s Statutory Auditors and systems to ensure to prevent disadvantageous
treatment of those who made such report
(A) Systems for the Company’s Directors and employees to report business issues to the Company’s Statutory Auditors
a. The Company’s Statutory Auditors determine their annual audit plan and perform their audit activities in accordance
with that plan. The annual audit plan includes schedules of reports by various divisions. Directors and employees make
reports in accordance with the annual audit plan.
b. When the Company’s Directors detect any incident which could have a materially negative impact on the Company,
they are required to immediately report such incidents to the Company’s Statutory Auditors.
c. In addition, the Company’s Directors and employees are required to make an ad-hoc report to the Company’s Statutory
Auditors regarding the situation of business activities when so requested.
d. The internal audit department periodically reports to the Company’s Statutory Auditors its internal audit plan and the
results of the internal audits performed.
(B) Systems for Directors, Statutory Auditors and employees of the group companies and those who received a report from the
group companies to report business issues to the Company’s Statutory Auditors
a. The Company’s Statutory Auditors and group companies’ Statutory Auditors have periodic meetings to share information
and exchange opinions for the purpose of ensuring effective auditing of group companies and group companies’ Statutory
Auditors report the matters which could affect the entire group and other matters to the Company’s Statutory Auditors.
b. Directors and employees of the group companies promptly make a report to the Company’s Statutory Auditors regarding
the situation of business activities when so requested by the Company’s Statutory Auditors.
c. The Company’s Directors and employees (including, those in the internal audit department), as stated in (A) of this Section,
report to the Company’s Statutory Auditors business activities of each group company reported through the systems
mentioned in Section v) above.
(C) Systems to ensure to prevent disadvantageous treatment of those who made a report as stated in (A) and (B) above on the
basis of making such report
The Company prohibits disadvantageous treatment of those who made a report as stated in i) and ii) above on the basis of
making such report. The Company takes the necessary measures to protect those who made such report and takes strict actions,
including, disciplinary actions, against Directors and employees of the Company and its group companies who gave
disadvantageous treatment to those who made such report.
viii) Policy for payment of expenses or debt with respect to the Company’s Statutory Auditors’ execution of their duties, including
the procedures of advancement or reimbursement of expenses
In accordance with Corporate Law, the Company promptly makes advance payment of expenses or makes payment of debt
with regard to the Company’s Statutory Auditors’ execution of their duties if so requested by the Statutory Auditors except
where it proves that the expense or debt relating to such request is not necessary for the execution of the duties of the Statutory
Auditors. Every year the Company establishes a budget with regard to the Company’s Statutory Auditors’ execution of their
duties for the amounts deemed necessary.
- 41 -
ix) Systems to ensure effective and valid auditing by the Company’s Statutory Auditors
a. At least 50% of the Company’s Statutory Auditors are Outside Statutory Auditors to ensure effective and independent
auditing. The Statutory Auditors hold periodical meetings in order to exchange and share information and their
respective opinions. Ad-hoc meetings are also held whenever deemed necessary.
b. The Statutory Auditors have periodical meetings with Representative Directors (including the President) and exchange
views and opinions.
(3) Outline of the limited liability contract (Agreement set forth in Article 427, Paragraph 1, of the Corporate Law)
The Company’s articles of association stipulates that the Company may enter into the agreement with Directors (excluding
Executive Directors and the like) and Statutory Auditors limiting their liability as prescribed in Article 423, Paragraph 1 of
the Corporate Law and, pursuant to the said agreement, the liability limit shall be ¥5 million or the statutory minimum,
whichever is higher. According to this Article, the Company entered into the said agreement with three (3) Directors
(excluding Executive Directors and the like) and four (4) Statutory Auditors.
The Company has three (3) Outside Directors and three (3) Outside Statutory Auditors.
There are no special relations of interest between each Outside Director and the Company.
Jean-Baptiste Duzan once served as Senior Vice President of Renault. There is an agreement entered into by and between
Renault and the Company with regard to an overall alliance in the automobile business including equity participation. At the
end of the current fiscal year, Renault held 43.4% of the Company’s shares (number of shares held as a percentage of total
shares issued) and the Company held 15.0% of Renault’s shares (number of shares held as a percentage of total shares issued,
including those under indirect shareholdings). In addition, one (1) incumbent board member concurrently serves as Director
at the Company and Renault, and two (2) ex-officers of Renault serve as Director of the Company. Although the Company
and Renault had transactions such as selling and purchasing automotive parts for the fiscal year ended March 31, 2018, the
disclosure of a summary is omitted because such transactions may be judged to have no impact on the judgment of
shareholders and investors in view of the transaction scale thereof. There are no other relations of interest between Renault
and the Company.
Outside Director Masakazu Toyoda is the Chairman & CEO of the Institute of Energy Economics, Japan. Although the
Institute of Energy Economics, Japan, and the Company had transactions for the fiscal year ended March 31, 2018, the
disclosure of a summary is omitted because such transactions may be judged to have no impact on the judgment of
shareholders and investors in view of the transaction scale thereof. There are no other relations of interest between the
Institute of Energy Economics, Japan, and the Company.
The Company has appointed Jean-Baptiste Duzan as Outside Director assuming that he would give valuable advice on the
Company’s businesses based on the broad and sophisticated perspective from his abundant experience as a manager and his
wide-ranging insight.
Outside Director Keiko Ihara has played active roles in various international motor races as a well-known female racecar
driver and has been actively engaged in the development of the automobile industry and human resource development
through motor sports. She has also provided suggestions and engaged in activities related to a variety of fields such as
education, the environment and future mobility as a council member and policy advisor for governmental and municipal
agencies by capitalizing on the female perspective. The Company has appointed Keiko Ihara as Outside Director judging
that her knowledge is extremely valuable to the Company’s management and will lead to the further growth of the Company.
- 42 -
Outside Director Masakazu Toyoda successively held important posts including Vice-Minister for International Affairs,
METI, and Special Advisor to the Cabinet, and therefore has abundant experience and knowledge in diverse fields such as
the economy, international trade and energy, as well as a track record of giving managerial advice to many corporations. The
Company has appointed Masakazu Toyoda as Outside Director judging that his objective and sophisticated expertise is
extremely valuable to the Company’s management and will lead to the further growth of the Company.
There are no special relations of interest between each Outside Statutory Auditor and the Company.
Outside Statutory Auditor Motoo Nagai is currently an Outside Director of ORGANO CORPORATION and an Outside
Statutory Auditor of Nisshin Seifun Group Inc. (Holding Company), and was once the Managing Executive Officer of
Mizuho Corporate Bank, Ltd. (currently Mizuho Bank, Ltd.), and the Deputy President (Executive Officer and Director) of
Mizuho Trust & Banking Co., Ltd. Although ORGANO CORPORATION and the Company had transactions for the fiscal
year ended March 31, 2018, the disclosure of a summary is omitted because such transactions may be judged to have no
impact on the judgment of shareholders and investors in view of the transaction scale thereof. There are no relations of
interest between Nisshin Seifun Group Inc. (Holding Company) and the Company. Although Mizuho Bank, Ltd., and the
Company had transactions such as cash in banks or borrowings for the fiscal year ended March 31, 2018, the disclosure of a
summary is omitted because such transactions may be judged to have no impact on the judgment of shareholders and
investors in view of the transaction scale thereof. Although Mizuho Trust & Banking Co., Ltd., and the Company had
transactions such as cash in banks and others for the fiscal year ended March 31, 2018, the disclosure of a summary is omitted
because such transactions may be judged to have no impact on the judgment of shareholders and investors in view of the
transaction scale thereof. There are no other relations of interest between ORGANO CORPORATION, Mizuho Bank, Ltd.,
Mizuho Trust & Banking Co., Ltd., and the Company.
Outside Statutory Auditor Tetsunobu Ikeda was once a Representative Director of The Bank of Yokohama, Ltd.,
Representative Director and President of Hamagin Tokai Tokyo Securities Co., Ltd., and Representative Director and
President of Sky Ocean Asset Management Co., Ltd. Although The Bank of Yokohama, Ltd., and the Company had
transactions such as cash in banks or borrowings for the fiscal year ended March 31, 2018, the disclosure of a summary is
omitted because such transactions may be judged to have no impact on the judgment of shareholders and investors in view
of the transaction scale thereof. There are no other relations of interest between The Bank of Yokohama, Ltd., and the
Company. There are no relations of interest between Hamagin Tokai Tokyo Securities Co., Ltd., and Sky Ocean Asset
Management Co., Ltd., and the Company.
Outside Statutory Auditor Shigetoshi Andoh was once the Chairman of Hitachi Zosen Corporation. There are no relations of
interest between Hitachi Zosen Corporation and the Company.
The Company has appointed them as Outside Statutory Auditors judging that they will perform their duties based on a broad
and sophisticated perspective given their abundant experience and wide-ranging insight as managers.
The number of the Company’s shares owned by each of the Outside Director and Statutory Auditors is stated in “5. Members
of the Board of Directors and Statutory Auditors”.
The Company endeavors to appoint and ensure highly independent Outside Directors and Statutory Auditors who would
have no conflicts of interest with ordinary shareholders with reference to the standards regarding the independency of
independent directors and auditors at the Tokyo Stock Exchange (the standards set forth in III 5. (3)-2 in the “Guidelines on
Listing Management, etc.”), although the Company has not specifically stipulated standards or guidelines regarding
independency from the Company for the purpose of designating Outside Directors and Statutory Auditors.
- 43 -
d) Compensation paid to Directors and Statutory Auditors
Compensation paid to the Company’s Directors consists of an amount of remuneration in cash and share appreciation rights
(SARs) as resolved at the 104th annual shareholders’ meeting held on June 19, 2003. The cash remuneration is limited to a
maximum of ¥2,990 million per annum as resolved at the 109th annual shareholders’ meeting held on June 25, 2008. The
amount to be paid to each Director is determined in function of the Director’s contributions to Company performance and in
reference to a regular benchmarking of executive pay of a peer group of large multi-national companies conducted by the
Company’s compensation consultant, Towers Watson.
Directors are eligible to earn SARs as an incentive to boost in a sustainable way the profitable growth of the Company. To
earn the SARs for which they are eligible Directors must achieve objectives that are directly related to achievement of the
Company’s business plan. This incentive is limited to the equivalent of up to 6 million shares of the Company’s common
stock per annum as resolved at the 114th annual shareholders’ meeting held on June 25, 2013.
The remuneration paid to the Statutory Auditors is limited to a yearly amount of ¥220 million as resolved at the 117th annual
shareholders’ meeting held on June 22, 2016. This compensation is designed within this limit to promote stable and
transparent auditing.
For the current fiscal year, the amounts disbursed to the Directors and the Statutory Auditors were as follows:
<Total remuneration by each position>
(Millions of yen)
Total Basic
Category SAR Numbers
Remuneration Remuneration
Directors
1,654 1,564 90 8
(except for Outside Directors)
Statutory Auditors
101 101 ― 2
(except for Outside Statutory Auditors)
Outside Directors and
102 102 ― 4
Outside Statutory Auditors
- 44 -
e) Status of stocks held
i) Stocks for investment held for any purposes other than pure investment purpose
Number of stocks: 38
Total of the amounts recorded in the balance sheet: ¥154,946 million
ii) Holding classification, stocks, number of shares held, amount recorded in the balance sheet and holding purpose of the
stocks for investment held for any purposes other than pure investment purposes
(Prior fiscal year)
Specific stocks for investment
Amount recorded in the
Number of shares held by
Stocks balance sheet Holding Purpose
the Company
(Millions of yen)
Maintain a strategic cooperative
Daimler AG 16,448,378 136,131
relationship
Tan Chong Motor Maintain a relationship in manufacturing
37,333,324 1,710
Holdings Berhad and sales
Note: There are four (4) applicable specific stocks for investment inclusive of those for which the amount recorded in the
balance sheet is less than one-hundredth (1/100) of common stock.
“Amount recorded in the balance sheet” of Tan Chong Motor Holdings Berhad and the following two (2) companies
is less than one-hundredth (1/100) of common stock.
Stocks subject to deemed holding
Amount recorded in the
Number of shares held by
Stocks balance sheet Holding purpose
the Company
(Millions of yen)
Renesas Electronics Contribute to retirement benefit trust,
25,000,000 29,175 Reserve the voting rights by instruction
Corporation
IBJ Leasing Company, Contribute to retirement benefit trust,
1,750,000 4,158
Limited Reserve the voting rights by instruction
Contribute to retirement benefit trust,
MITSUBA Corporation 1,742,000 3,811
Reserve the voting rights by instruction
- 45 -
f) Audit of financial statements
The Company appoints Ernst & Young ShinNihon LLC as its independent auditors. The Certified Public Accountants
engaged in the audit of financial statements are as follows:
The name of the Certified Public Accountants engaged in the financial statement audit
Designated Liability-Limited and Engagement Partner Yoji Murohashi
Designated Liability-Limited and Engagement Partner Takeshi Hori
Designated Liability-Limited and Engagement Partner Koji Fujima
Designated Liability-Limited and Engagement Partner Masayuki Nakamura
※As the years of continuous service in audit are less than seven years for all the Certified Public Accountants, the relevant
statement is omitted.
※Ernst & Young ShinNihon LLC has taken its own autonomous measures so that each Engagement Partner is not
involved in the audit of the Company’s financial statements for a period over a predetermined tenure.
Assistants to the audit of the financial statements were 33 Certified Public Accountants and 78 others, including successful
applicants who have passed the Certified Public Accountants examination and system specialists.
- 46 -
(2) Content of audit fee
a) Content of the remuneration to the Certified Public Accountants engaged in the financial statements audit
(Millions of yen)
Prior fiscal year Current fiscal year
Remuneration to be Remuneration to be Remuneration to be Remuneration to be
Category
paid for auditing paid for non-audit paid for auditing paid for non-audit
and attestation services and attestation services
The Company 506 4 520 4
Consolidated
397 11 254 18
subsidiaries
Total 903 15 774 22
c) Content of the non-audit services provided by the Certified Public Accountants engaged in the financial statement audit to
the submitter of this Securities Report (the Company)
- 47 -
5. Financial Information
1. Basis of preparation of the consolidated financial statements and the non-consolidated financial statements
(1) The consolidated financial statements of the Company are prepared in accordance with the Ministry of Finance Ordinance
No. 28, 1976 “Regulations Concerning the Terminology, Forms and Preparation Methods of Consolidated Financial
Statements” (hereinafter the “Regulations for Consolidated Financial Statements”).
(2) The non-consolidated financial statements of the Company are prepared in accordance with the Ministry of Finance
Ordinance No. 59, 1963 “Regulations Concerning the Terminology, Forms and Preparation Methods of Non-
Consolidated Financial Statements” (hereinafter the “Regulations for Non-Consolidated Financial Statements”).
As the Company falls under the category of a company filing financial statements prepared in accordance with special
provisions, the non-consolidated financial statements of the Company are prepared in accordance with Article 127 of the
Regulations for Non-Consolidated Financial Statements.
The consolidated and the non-consolidated financial statements for the fiscal year ended March 31, 2018 (from April 1,
2017 to March 31, 2018) were audited by Ernst & Young ShinNihon LLC, in accordance with Article 193-2, Paragraph
1 of the Financial Instruments and Exchange Law.
(1) To ensure correct understanding of and to correspond appropriately to any changes in accounting standards, etc., the
Company gathers information by acquiring membership in the Financial Accounting Standards Foundation and other
means.
(2) To properly prepare consolidated financial statements and other documents according to the accounting principles
generally accepted as fair and reasonable in Japan, the Company improves its internal regulations and ensures that these
regulations are disseminated and observed.
(3) To prepare financial reports in accordance with the International Financial Reporting Standards (IFRSs), the Company
has developed unified accounting standards for the Group for circulation among its consolidated companies and
supplements these standards by providing information on important accounting matters that require particular attention.
This information is accessible to said companies whenever necessary as a guide for preparing their financial reports.
Currently, the Company’s consolidated companies prepare their financial reports for consolidation in accordance with
the IFRSs as part of the reports submitted to the Company. These reports are reviewed through analytical and other
methods by the Company’s accounting managers, who have specialized expertise on the IFRSs, and any reports found
imperfect must be corrected and resubmitted.
The Group’s unified accounting standards are regularly updated to reflect any relevant revisions to the IFRSs. In addition,
the Company ensures that its consolidated companies are kept informed of such updates and, regarding particularly
important revisions, prepares accounting instructions and educates the accounting personnel of the consolidated
companies as needed. As a part of the activities, the accounting personnel participates IFRSs seminars organized by audit
firms and other organizations, thereby accumulating specialized expertise within the Company.
The Company responds to the invitation for public comments on exposure drafts conducted by the International
Accounting Standards Board (IASB) and attends the meetings of the Global Preparers Forum, an advisory body to the
IASB, thereby keeping on top of forthcoming revisions to the IFRSs. The Company’s opinion from the viewpoint of a
preparer of financial statements has contributed to the preparation, revision and global expansion of the IFRSs.
- 48 -
1. Consolidated Financial Statements
- 49 -
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Liabilities
Current liabilities
Trade notes and accounts payable 1,578,594 1,646,638
Short-term borrowings ※3 980,654 ※3 802,952
Current portion of long-term borrowings ※3 1,339,982 ※3 1,152,719
Commercial papers 430,019 402,918
Current portion of bonds 368,101 396,637
Lease obligations 31,565 25,766
Accrued expenses 1,112,591 1,114,053
Deferred tax liabilities 2 2
Accrued warranty costs 110,086 115,568
Other 1,102,626 1,087,133
Total current liabilities 7,054,220 6,744,386
Long-term liabilities
Bonds 1,493,159 1,887,404
Long-term borrowings ※3 3,103,803 ※3 3,053,712
Lease obligations 20,398 16,248
Deferred tax liabilities 601,398 395,026
Accrued warranty costs 128,394 120,210
Net defined benefit liability 369,346 352,861
Other ※7 483,154 ※7 488,319
Total long-term liabilities 6,199,652 6,313,780
Total liabilities 13,253,872 13,058,166
Net assets
Shareholders’ equity
Common stock 605,814 605,814
Capital surplus 817,464 815,913
Retained earnings 4,349,136 4,908,747
Treasury stock (140,697) (139,970)
Total shareholders’ equity 5,631,717 6,190,504
Accumulated other comprehensive income
Unrealized holding gain and loss on securities 57,778 68,179
Unrealized gain and loss from hedging instruments 7,154 9,537
Adjustment for revaluation of the accounts of the
consolidated subsidiaries based on general price (13,945) (13,945)
level accounting
Translation adjustments (687,841) (733,571)
Remeasurements of defined benefit plans (133,016) (135,967)
Total accumulated other comprehensive income (769,870) (805,767)
Share subscription rights 391 84
Non-controlling interests 304,898 303,914
Total net assets 5,167,136 5,688,735
Total liabilities and net assets 18,421,008 18,746,901
- 50 -
② Consolidated statements of income and consolidated statements of comprehensive income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
- 51 -
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Special gains
Gain on sales of fixed assets ※3 7,114 ※3 10,408
Gain on sales of shares of subsidiaries and affiliates 111,502 ―
Gain on transfer of business 9,788 ―
Other 8,663 2,184
Total special gains 137,067 12,592
Special losses
Loss on sales of fixed assets ※4 9,256 ※4 4,149
Loss on disposal of fixed assets 11,253 10,644
Loss on sales of investment securities 3,865 259
Impairment loss ※5 5,532 ※5 16,166
Compensation for supplier investment ― 13,612
Other 6,737 7,321
Total special losses 36,643 52,151
Income before income taxes 965,157 710,743
Income taxes-current 275,818 140,571
Income taxes-deferred (11,179) (193,485)
Total income taxes 264,639 (52,914)
Net income 700,518 763,657
Net income attributable to non-controlling interests 37,019 16,765
Net income attributable to owners of parent 663,499 746,892
- 52 -
Consolidated statements of comprehensive income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
- 53 -
③ Consolidated statements of changes in net assets
Prior fiscal year (From April 1, 2016 To March 31, 2017)
(Millions of yen)
Accumulated other comprehensive
Shareholders' equity
income
Unrealized gain
Total Unrealized
Retained and loss from
Common stock Capital surplus Treasury stock shareholders' holding gain and
earnings hedging
equity loss on securities
instruments
Balance at the beginning of
605,814 805,646 4,150,740 (148,684) 5,413,516 64,030 (4,486)
current period
Changes of items during the
period
Cash dividends paid (182,803) (182,803)
Net income attributable to
663,499 663,499
owners of parent
Purchase of
(277,859) (277,859)
treasury stock
Disposal of
11,835 7,284 19,119
treasury stock
Retirement of
(17) (278,545) 278,562 ―
treasury stock
Changes in the scope
40 40
of consolidation
Changes in the scope
(3,795) (3,795)
of equity method
Net changes of items
other than those in (6,252) 11,640
shareholders’ equity
Total changes of items
11,818 198,396 7,987 218,201 (6,252) 11,640
during the period
Balance at the end of
605,814 817,464 4,349,136 (140,697) 5,631,717 57,778 7,154
current period
- 54 -
Current fiscal year (From April 1, 2017 To March 31, 2018)
(Millions of yen)
Accumulated other comprehensive
Shareholders' equity
income
Unrealized gain
Total Unrealized
Retained and loss from
Common stock Capital surplus Treasury stock shareholders' holding gain and
earnings hedging
equity loss on securities
instruments
Balance at the beginning of
605,814 817,464 4,349,136 (140,697) 5,631,717 57,778 7,154
current period
Changes of items during the
period
Cash dividends paid (197,541) (197,541)
Net income attributable to
746,892 746,892
owners of parent
Purchase of
(730) (730)
treasury stock
Disposal of
232 1,457 1,689
treasury stock
Change in subsidiaries’
interests by purchase of 1,040 1,040
its treasury stock
Change in an affiliated
company’s interests in its (2,823) (2,823)
subsidiary
Change in US GAAP
(ASU2018-02) in
10,260 10,260
relation to the Tax Cuts
and Jobs Act
Net changes of items
other than those in 10,401 2,383
shareholders’ equity
Total changes of items
(1,551) 559,611 727 558,787 10,401 2,383
during the period
Balance at the end of
605,814 815,913 4,908,747 (139,970) 6,190,504 68,179 9,537
current period
- 55 -
④ Consolidated statements of cash flows
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Cash flows from operating activities
Income before income taxes 965,157 710,743
Depreciation and amortization (for fixed assets excluding leased
391,798 388,427
vehicles)
Depreciation and amortization (for long term prepaid expenses) 22,910 31,264
Depreciation and amortization (for leased vehicles) 426,349 469,540
Impairment loss 5,532 16,166
Increase (decrease) in allowance for doubtful receivables 22,959 12,558
Provision for residual value risk of leased vehicles (net changes) 63,049 40,716
Interest and dividends income (25,284) (27,755)
Interest expense 119,310 168,206
Equity in losses (earnings) of affiliates (148,178) (205,645)
Loss (gain) on sales of fixed assets 2,142 (6,259)
Loss on disposal of fixed assets 11,253 10,644
Loss (gain) on sales of investment securities 3,865 (53)
Loss (gain) on sales of shares of subsidiaries and affiliates (111,502) ―
Loss (gain) on transfer of business (9,788) ―
Decrease (increase) in trade notes and accounts receivable (42,584) 73,149
Decrease (increase) in sales finance receivables (765,894) (530,842)
Decrease (increase) in inventories (32,660) 9,612
Increase (decrease) in trade notes and accounts payable 296,060 108,330
Retirement benefit expenses 26,707 11,028
Payments related to net defined benefit assets and liability (24,517) (24,025)
Other 190,498 76,234
Subtotal 1,387,182 1,332,038
Interest and dividends received 24,467 28,203
Proceeds from dividends income from affiliates accounted for
127,772 134,300
by equity method
Interest paid (117,213) (159,578)
Income taxes paid (86,735) (263,713)
Net cash provided by operating activities 1,335,473 1,071,250
Cash flows from investing activities
Net decrease (increase) in short-term investments (2,119) 3,868
Purchase of fixed assets (503,745) (398,797)
Proceeds from sales of fixed assets 72,814 39,742
Purchase of leased vehicles (1,293,840) (1,430,561)
Proceeds from sales of leased vehicles 512,375 645,167
Payments of long-term loans receivable (1,581) (555)
Collection of long-term loans receivable 2,096 732
Purchase of investment securities (270,228) (26,207)
Proceeds from sales of investment securities ― 10,168
Proceeds from (payments for) sales of subsidiaries’ shares
97,055 ―
resulting in changes in the scope of consolidation
Net decrease (increase) in restricted cash 4,779 9,124
Proceeds from transfer of business 9,582 ―
Other (4,814) (400)
Net cash used in investing activities (1,377,626) (1,147,719)
- 56 -
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Cash flows from financing activities
Net increase (decrease) in short-term borrowings 16,119 (147,508)
Proceeds from long-term borrowings 1,724,688 1,413,908
Proceeds from issuance of bonds 878,641 858,002
Repayments of long-term borrowings (1,369,795) (1,463,828)
Redemption of bonds (344,009) (362,911)
Proceeds from non-controlling shareholders 1,275 ―
Purchase of treasury stock (277,419) (6)
Proceeds from sales of treasury stock 128 1,357
Repayments of lease obligations (26,265) (34,633)
Cash dividends paid (182,803) (197,541)
Cash dividends paid to non-controlling interests (99,950) (15,757)
Purchase of treasury stock of subsidiaries ― (14,273)
Net cash provided by financing activities 320,610 36,810
Effects of exchange rate changes on cash and cash equivalents (34,875) 4,535
Increase (decrease) in cash and cash equivalents 243,582 (35,124)
Cash and cash equivalents at beginning of the period 992,095 1,241,124
Increase due to inclusion in consolidation 5,447 ―
Cash and cash equivalents at the end of the period ※1 1,241,124 ※1 1,206,000
- 57 -
[Notes to Consolidated Financial Statements]
(Basis of consolidated financial statements)
1. Scope of consolidation
(1) Number of consolidated companies: 193
• Domestic companies: 71
• Overseas companies: 122
The names of principal consolidated companies are omitted here because they are provided in “4. Information on
subsidiaries and affiliates” under “1. Overview of the Company.”
NRFM Holdings LLC has been newly established and included in the scope of consolidation in the current fiscal year.
Nissan Motor Light Truck Co., Ltd., which was a consolidated subsidiary in the prior fiscal year, has been dissolved
due to a merger and excluded from the scope of consolidation in the current fiscal year.
(2) Number of unconsolidated subsidiaries: 69
• Domestic companies: 49
Nissan Arc Ltd. and others
• Overseas companies: 20
JATCO Korea Engineering Corp. and others
These unconsolidated subsidiaries are immaterial in terms of their total assets, sales, net income or loss, retained
earnings and others, and do not have a significant effect on the consolidated financial statements. As a result, they have
been excluded from consolidation.
2. Equity method
(1) Number of companies accounted for by the equity method: 47
• Unconsolidated subsidiaries: 17 (12 domestic and 5 overseas companies)
Nissan Arc Ltd. and others
• Affiliates: 30 (20 domestic and 10 overseas companies)
Renault, Dongfeng Motor Co., Ltd., Mitsubishi Motors Corporation, Nissan Tokyo Sales Holdings Co., Ltd. and
others
(2) Number of companies not accounted for by the equity method: 71
• Unconsolidated subsidiaries: 52
Nissan Shatai Computer Service Co., Ltd. and others
• Affiliates: 19
Nissan Hiroshima Car Refine Center Co., Ltd. and others
These companies are not accounted for by the equity method, as their impact is not significant on the consolidated net
income or loss, consolidated retained earnings and others.
(3) No adjustments are made to the financial statements of the companies accounted for by the equity method even if their
accounting period is different from that of the Company.
3. Accounting period of consolidated subsidiaries
(1) The following consolidated companies close their books of account at:
December 31:
Nissan Mexicana, S.A. de C.V.
Nissan Export de Mexico
NR Finance Mexico, S.A. de C.V. SOFOM ER
NR Finance Services, S.A. de C.V
ANZEN, Insurance Broker, S.A. de C.V.
Nissan Do Brasil Automóveis Ltda.
Nissan Argentina S.A.
Nissan Chile SpA
Aprite (GB) Ltd.
Nissan Manufacturing RUS LLC.
Nissan Motor Ukraine Ltd.
Yulon Nissan Motor Co., Ltd.
Nissan (China) Investment Co., Ltd.
Dongfeng Nissan Auto Finance Co., Ltd.
Nissan Shanghai Co., Ltd.
JATCO Mexico, S.A. De C.V.
Dongfeng Nissan Auto Finance Company Individual Auto Mortgage Loan Securitization Trust
VINZ Retail Auto Mortgage Loan Securitization Trust
Nissan Guangzhou Co., Ltd.
(2) Of these 19 companies, Nissan Mexicana, S.A. de C.V. and 11 other subsidiaries are consolidated by using their financial
statements as of the parent fiscal year end which are prepared solely for consolidation purposes. Yulon Nissan Motor
Co., Ltd. and 6 other subsidiaries are consolidated by using their financial statements as of their respective fiscal year
end, and necessary adjustments are made to their financial statements to reflect any significant transactions from January
1 to March 31.
- 58 -
4. Significant accounting policies
(1) Valuation methods for assets
①Securities
Held-to-maturity securities:
Held-to maturity securities are stated at amortized cost.
Other securities:
Marketable securities:
Marketable securities classified as other securities are carried at fair value with any changes in unrealized
holding gain or loss, net of the applicable income taxes, directly included in net assets. Costs of securities
sold are calculated by the moving average method.
Non-marketable securities:
Non-marketable securities classified as other securities are carried at cost determined by the moving average
method.
Investments in limited liability partnerships and similar investments, defined as securities by Article 2, Section 2
of the Financial instruments and Exchange Law, are recognized at the net amount corresponding to the owning
portion under the equity method based on the latest available financial statements of the partnerships.
②Derivative financial instruments
Derivative financial instruments are stated at fair value.
③Inventories
Inventories are primarily stated at cost determined by the first-in and first-out method (cost of inventories is written-
down when their carrying amounts become unrecoverable).
- 59 -
(7) Hedge accounting method
①Hedge accounting method
Primarily, deferred hedge accounting is applied for derivative instruments.
Short-cut method, “Furiate-Shori,” is applied for forward exchange contracts which are qualified for such treatment
and related to the hedged items other than foreign currency denominated accounts receivables.
Special treatment, “Tokurei-Shori,” is applied for interest rate swaps which are qualified for such treatment.
②Hedging instruments and hedged items
· Hedging instruments.....Derivative transactions
· Hedged items..... Mainly receivables and payables denominated in foreign currencies and others.
③Hedging policy
Based on the internal risk management rules and authority regarding derivative transactions, expected risks such as
fluctuations in foreign exchange and interest rate are hedged within certain extent.
④Assessment of hedge effectiveness
The assessment of hedge effectiveness is omitted when the terms of hedged items are substantially same as those of
hedging instruments.
(9) Cash and cash equivalents in the consolidated statements of cash flows
Cash and cash equivalents consist of cash on hand, cash in banks which can be withdrawn at any time and short-term
investments with a maturity of three months or less when purchased which can easily be converted to cash and are
subject to little risk of change in value.
The “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” (Accounting Standards
Update No. 2018-02 issued by Financial Accounting Standards Board (FASB) on February 14, 2018) has been optionally
applied from the fiscal year ended March 31, 2018, at overseas consolidated subsidiaries that apply US GAAP prior to the
mandatory effective date. Consequently, the stranded tax effects resulting from application of the new federal corporate
income tax rate by the Tax Cuts and Jobs Act reclassified from accumulated other comprehensive income to retained earnings.
As a result, as of the end of the fiscal year ended March 31, 2018, accumulated other comprehensive income decreased by
¥10,260 million and retained earnings increased by the same amount.
There is no impact on the consolidated statement of income and per share information for the fiscal year ended March 31,
2018.
- 60 -
(Accounting standards to be adopted)
(2) “Implementation Guidance on Tax Effect Accounting” (ASBJ Guidance No. 28, February 16, 2018) and
“Implementation Guidance on Recoverability of Deferred Tax Assets” (ASBJ Guidance No. 26, February 16, 2018)
① Overview
Taxable temporary differences relating to shares, etc., of subsidiaries in non-consolidated financial statements are
recognized as deferred tax liabilities, except when the sales, etc. of the investments are at the discretion of the parent
company or companies investing in the subsidiaries and they have no intention of conducting such sales, etc. in the
foreseeable future.
② Scheduled date of adoption
To be applied from the fiscal year ending March 2019.
③ Effect of adoption
The adoption of the aforementioned guidance on the Company’s consolidated balance sheets is estimated an increase
in retained earnings by approximately ¥13.0 billion at the beginning of the fiscal year.
- 61 -
(2) IFRS 9, “Financial Instruments” and
FASB Accounting Standards Update (ASU) 2016-13, “Measurement of Credit Losses on Financial Instruments” and
others
① Overview
The aforementioned standards revise the provisions relating to the classification and measurement of financial
instruments and require the recognition of impairment losses on financial assets using the expected credit loss model.
② Scheduled date of adoption
IFRS 9, “Financial Instruments” will be applied from the fiscal year ending March 2019.
ASU 2016-13, “Measurement of Credit Losses on Financial Instruments” will be applied from the fiscal year ending
March 2021.
③ Effect of adoption
The effect of adoption of the aforementioned standards on the Company’s consolidated financial statements is under
evaluation.
(Changes in presentation)
- 62 -
(For consolidated balance sheets)
1 ※1 Accumulated depreciation of property, plant and equipment (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Accumulated depreciation of property, plant and equipment 5,124,899 5,371,958
(Accumulated depreciation of leased assets included) 72,461 84,533
2 ※2 “Machinery, equipment and vehicles, net” includes the following assets leased to others under lease agreements.
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Assets leased to others under lease agreements (lessor) 2,623,111 2,677,762
- 63 -
5 Contingent Liabilities
・Lawsuits related to Takata’s airbag inflators
Mainly in the United States (“U.S.”) and Canada various putative class action lawsuits, civil lawsuits and lawsuits by states related to
Takata’s airbag inflator have been filed against the Company, consolidated subsidiaries and other Original Equipment Manufacturers. The
lawsuits allege that the subject airbag inflators did not function properly, and seek, among others, damages for economic losses, incurred
costs, decline in the value of vehicles, and, in certain cases, personal injury as well as punitive damages. Most of the class action lawsuits in
the U.S. were transferred to the U.S. District Court for the Southern District of Florida and consolidated into a multi-district litigation
(“MDL”). The Company and Nissan North America, Inc. (“NNA”) have agreed to a proposed settlement that would resolve the US class
actions that are pending against them in the MDL, through a number of customer-focused programs. In September 2017, the court in the
MDL granted preliminary approval to the proposed settlement. The total payment amount for the settlement will be $87.9 million to be paid
over four years. The discounted obligation has been recorded for $86.6 million in the current fiscal year. In February 2018, the court in MDL
granted final approval to the proposed settlement. Regarding the lawsuits other than the above, management has not recognized a provision
for loss contingencies because as of the date of this report it is not possible to reasonably estimate the amount, if any, of any potential future
losses because there are some uncertainties, such as these lawsuits are still in progress.
9 ※6 “Sales finance receivables” and “Other current assets” include lease receivables and lease investment assets.
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Lease receivables 44,508 44,445
Lease investment assets 53,567 49,763
10 The amount of unused balances of overdrafts and loan commitment agreements entered into by consolidated subsidiaries
are as follows. (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Total credit lines of overdrafts and loans 250,716 285,743
Loans receivable outstanding 131,292 194,602
Unused credit lines 119,424 91,141
Since many of these facilities expire without being utilized and the related borrowings are sometimes subject to a review of
the borrowers’ credibility, any unused amount will not necessarily be utilized at the full amount.
11 ※7 “Other” of Long-term liabilities includes updated amount of retirement benefits for directors and statutory auditors in the
books of the Company covered under the resolution approved at ordinary general meeting of the shareholders held on
June 20, 2007.
- 64 -
(For consolidated statements of income)
1 ※1 Total research and development costs (Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
2 ※2 The ending inventory balance represents after write-down of book value when their carrying amounts become unrecoverable,
and the write-down (after offsetting the reversal of the prior fiscal year’s write-down) are as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Cost of sales 2,121 3,802 (gain)
5 ※5 Impairment loss
Prior fiscal year (From April 1, 2016 To March 31, 2017)
- 65 -
Current fiscal year (From April 1, 2017 To March 31, 2018)
- 66 -
(For consolidated statements of comprehensive income)
※1 Reclassification adjustments and tax effects concerning other comprehensive income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Unrealized holding gain and loss on securities:
Amount arising during the period (5,804) 12,103
Reclassification adjustments for gains and losses realized in net income (344) 0
Before tax-effect adjustment (6,148) 12,103
Amount of tax effects 1,976 (3,744)
Unrealized holding gain and loss on securities (4,172) 8,359
Unrealized gain and loss from hedging instruments:
Amount arising during the period 15,002 (17,400)
Reclassification adjustments for gains and losses realized in net income 2,828 21,492
Adjustments of acquisition cost for assets (456) (341)
Before tax-effect adjustment 17,374 3,751
Amount of tax effects (5,842) (1,188)
Unrealized gain and loss from hedging instruments 11,532 2,563
Translation adjustments:
Amount arising during the period (84,634) (77,501)
Reclassification adjustments for gains and losses realized in net income (13,980) ―
Before tax-effect adjustment (98,614) (77,501)
Amount of tax effects ― ―
Translation adjustments (98,614) (77,501)
Remeasurements of defined benefit plans:
Amount arising during the period 28,457 (5,230)
Reclassification adjustments for gains and losses realized in net income 21,356 9,713
Before tax-effect adjustment 49,813 4,483
Amount of tax effects (18,073) (550)
Remeasurements of defined benefit plans 31,740 3,933
The amount for equity method company portion:
Amount arising during the period (26,717) 39,126
Reclassification adjustments for gains and losses realized in net income 1,663 201
Before tax-effect adjustment (25,054) 39,327
Amount of tax effects ― ―
The amount for equity method company portion (25,054) 39,327
Total other comprehensive income (84,568) (23,319)
- 67 -
(For consolidated statements of changes in net assets)
3. Dividends
(1) Dividends paid
Total dividends Dividends per
Resolution Type of shares Record date Effective date
(Millions of yen) share (Yen)
Annual general
meeting of the Common March 31, June 23,
87,540 21
shareholders on stock 2016 2016
June 22, 2016
Meeting of the
Board of Directors Common September 30, November 25,
95,263 24
on November 7, stock 2016 2016
2016
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
(2) Dividends, which the record date was in the year ended March 31, 2017 and the effective date of which is in the year
ending March 31, 2018
Type of Total dividends Source of Dividends per
Resolution Record date Effective date
shares (Millions of yen) dividends share (Yen)
Annual general
meeting of the Common Retained March 31, June 28,
93,883 24
shareholders on stock earnings 2017 2017
June 27, 2017
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
- 68 -
Current fiscal year (From April 1, 2017 To March 31, 2018)
3. Dividends
(1) Dividends paid
Total dividends Dividends per
Resolution Type of shares Record date Effective date
(Millions of yen) share (Yen)
Annual general
meeting of the Common March 31, June 28,
93,883 24
shareholders on stock 2017 2017
June 27, 2017
Meeting of the
Board of Directors Common September 30, November 22,
103,658 26.5
on November 8, stock 2017 2017
2017
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
(2) Dividends, which the record date was in the year ended March 31, 2018 and the effective date of which is in the year
ending March 31, 2019
Type of Total dividends Source of Dividends per
Resolution Record date Effective date
shares (Millions of yen) dividends share (Yen)
Annual general
meeting of the Common Retained March 31, June 27,
103,627 26.5
shareholders on stock earnings 2018 2018
June 26, 2018
Note: Total dividends were obtained by deducting the amount corresponding to the equity of Renault shares held by the Company.
- 69 -
(For consolidated statements of cash flows)
1 ※1 Cash and cash equivalents as of the end of the quarter are reconciled to the accounts reported in the consolidated balance
sheets as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Cash on hand and in banks 1,122,484 1,134,838
Time deposits with maturities of more than (2,884) (38)
three months
Cash equivalents included in securities (*) 121,524 71,200
Cash and cash equivalents 1,241,124 1,206,000
*These represent short-term, highly liquid investments readily convertible into cash held by foreign subsidiaries.
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(For lease transactions)
1. Finance lease transactions
(Lessees’ accounting)
(1) Leased assets
Leased assets primarily consist of dies and buildings.
(2) Depreciation method for leased assets
Described in “4 (2) Depreciation of property, plant and equipment” under Basis of consolidated financial statements.
(Lessors’ accounting)
(1) Breakdown of lease investment assets (Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Lease income receivable 53,335 49,708
Estimated residual value 3,059 2,920
Interest income equivalent (2,827) (2,865)
Lease investment assets 53,567 49,763
(2) Expected amounts of collection from lease income receivable concerning lease receivables and lease investment
assets after the balance sheet date
Prior fiscal year (As of March 31, 2017) (Millions of yen)
Lease receivables Lease investment assets
Due within one year 34,158 15,736
Due after one year
9,898 10,371
but within two years
Due after two years
247 7,965
but within three years
Due after three years
129 8,867
but within four years
Due after four years
98 1,892
but within five years
Due after five years 23 8,504
Current fiscal year (As of March 31, 2018) (Millions of yen)
Lease receivables Lease investment assets
Due within one year 30,378 20,146
Due after one year
13,762 11,360
but within two years
Due after two years
180 11,698
but within three years
Due after three years
122 4,270
but within four years
Due after four years
23 1,762
but within five years
Due after five years 13 472
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(For financial instruments)
1. Financial Instruments
(1) Policies on financial instruments
The Group’s cash is managed through short-term deposits and appropriate repurchase agreement transactions for the purpose
of efficient cash management at appropriate risk. Investment in equity/bond-related products is also authorized. With regard
to such investment with price fluctuation risk, a strict risk management is implemented, consisting of regular monitoring of
mark-to-market and internal reporting.
The financing has been diversified, such as bank loans, bond issues, commercial paper issues and liquidation of securities, to
reduce the exposure to liquidity risk.
The Group utilizes derivative financial instruments based on the internal “Policies and Procedures for Risk Management”
mainly for the purposes of hedging its exposure to adverse fluctuations in foreign currency exchange rates on receivables and
payables denominated in foreign currencies, interest rates on interest-bearing debt and market prices on commodity, but does
not enter into such transactions for speculative purposes.
The sales financing business provides the Group’s financial services including auto loans and leases, which are supplied to
customers following a strict credit assessment, and inventory financing, which is supplied to dealers.
(2) Description of financial instruments and related risks
① Trade notes and accounts receivable
The Group holds trade notes and accounts receivable as consideration for sales of products and collects such receivables in
accordance with the terms and conditions of relevant sales agreements. The relevant trade notes and accounts receivable
are exposed to the credit risk of the respective customers. Those denominated in foreign currencies are exposed to
fluctuations in foreign currency exchange rates.
② Sales finance receivables
Sales financing is an integral part of the Group’s core business. The Group provides auto loans and leases to customers
who purchase the Group’s products and also inventory financing and working capital loans to dealers. Sales finance
receivables are exposed to the credit risk of the respective customers as is the case with trade notes and accounts receivable.
③ Securities and investment securities
Securities and investment securities held by the Group are mainly unlisted foreign investment trusts and investment
securities in affiliates. Investment securities in affiliates are exposed to the risk of fluctuations in their market prices.
④ Trade notes and accounts payable
The Group holds trade notes and accounts payable as liabilities with various payment dates based on the payment conditions
from purchasing diverse parts, materials and services, required for development, manufacture and sale of products. As its
procurement activities are operated in various regions and countries, the relevant trade notes and accounts payable are
exposed to fluctuations in foreign currency exchange rates.
⑤ Borrowings, bonds and lease obligations
The Group conducts diverse financing activities for the purpose of fund procurements for working capital, investments in
equipment and businesses, sales financing and so forth. As part of such financing uses floating-rates, the relevant
borrowings, bonds and lease obligations are exposed to the risk of interest rate fluctuations. The Group is also exposed to
liquidity risk in that the necessary funds for business operations may not be ensured with rapid changes in the procurement
environment.
⑥ Derivative transactions
(1) Forward foreign exchange contracts
Forward foreign exchange contracts are used to hedge against the adverse impact of fluctuations in foreign currency
exchange rates on foreign currency denominated receivables and payables arising from importing and exporting
products and others.
(2) Currency options
In the same manner as forward foreign exchange contracts, currency options are used to hedge against the adverse
impact of fluctuations in foreign currency exchange rates on foreign currency denominated receivables and payables.
(3) Interest rate swaps
Interest rate swaps are used primarily to hedge against the adverse impact of fluctuations in interest rates on interest-
bearing debt.
(4) Currency swaps
Currency swaps are used to hedge against the adverse impact of fluctuations in foreign currency exchange rates and
interest rates on foreign currency denominated receivables and payables.
(5) Interest rate options
Interest rate options are used primarily to hedge against the adverse impact of fluctuations in interest rates on interest-
bearing debt.
(6) Commodity futures contracts
Commodity futures contracts are used primarily to hedge against the adverse impact of fluctuations in the market prices
of precious metals (used as the catalyst for the emission gas purifier of automobiles) and base metals (raw materials for
automobile productions).
For hedging instruments, hedged items, hedging policy and assessment of hedge effectiveness, refer to “(7) Hedge accounting
method” under “4. Significant accounting policies”.
- 72 -
(3) Risks relating to financial instruments and the management system thereof
① Management of market risk
Although derivative transactions are used for the purpose of hedging risks on the assets and liabilities recorded in the
consolidated balance sheets, there remains the risk of foreign currency exchange fluctuations on currency transactions, the
risk of interest rate fluctuations on interest rate transactions and the risk of market price fluctuations on commodity
transactions. All the derivative transactions of the Group are carried out pursuant to the internal risk management rules,
which stipulate the Group’s basic policies for derivative transactions, management policies, management items, trading
procedures, criteria for the selection of counterparties, the reporting system and so forth. The Group’s financial market risk
is controlled by the Company in a centralized manner, and it is stipulated that no individual subsidiary can initiate a hedge
transaction such as derivative transactions without the prior approval of and regular reporting back to the Company.
The basic policy on the acquisition of derivative transactions is subject to the approval of the Hedge Policy Meeting, which
is attended by the Chief Financial Officer and the staff in charge. The execution and management of all transactions are to
be conducted in accordance with the aforementioned risk management rules pursuant to the decisions made at those
meetings. Derivative transactions are conducted by a special section of the Finance Department, and the verification of the
relevant trade agreements and the monitoring of position balances are the responsibility of the Accounting Section and the
Risk Management Section. Commodity futures contracts are conducted by the Finance Department in accordance with the
acquisition policy determined by the corporate officer in charge of the Purchasing Department and the Chief Financial
Officer.
The status of derivative transactions is reported on a daily basis to the Chief Financial Officer and on an annual basis to the
Board of Directors.
② Management of credit risk
The Group does business with a variety of local counterparties including sales companies in many regions around the world.
The Group has established transaction terms and conditions for operating receivables in Japan and overseas based on credit
assessment criteria to take appropriate and effective measures for the protection of such receivables, using bank letters of
credit and transactions with advance payments.
As for financial transactions including bank deposits, short term investments and derivatives, the Group is exposed to the
risk that counterparty could default on their obligations and jeopardize future profits. We believe that this risk is
insignificant as the Group enters into such transactions only with financial institutions that have a sound credit profile.
Therefore, we believe that the risk to incur losses from counterparty financial institution’s default is low. Credit risk
is managed by using its own evaluation methods based on external credit ratings and other analyses. The Finance
Department sets a maximum upper limit on positions with each of the counterparties and monitors the balances of open
positions.
The Group enters into derivative transactions with Renault Finance S.A. (“RF”), a specialized financial subsidiary of the
Renault Group. RF enters into derivative transactions to cover such derivative transactions with the Group only with
financial institutions of the highest caliber carefully selected by RF based on its own rating techniques.
③ Management of liquidity risk related to financing
The Company endeavors to raise funds from appropriate sources with reinforced measures such as an accumulation of cash
reserves and the conclusion of loan commitment agreements so that the Group can ensure an appropriate level of liquidity
even if any significant environmental change takes place in the financial market. However, this factor could entail a greater-
than-anticipated level of risk that might hinder the smooth execution of the initially planned financing, thereby having a
significant effect on the Group’s financial position and business performance. The Group secures the appropriate liquidity
of funds in its automobile business in accordance with the management rule on liquidity risk by taking into account the
future repayment schedule of borrowings, the future demand for working capital and other fund requirements. Meanwhile,
in the sales financing business, the Group minimizes the liquidity risk by focusing on thorough Assets Liability
Management, especially in major markets, and matching assets and liabilities.
- 73 -
2. Fair Value of Financial Instruments
The following tables indicate the amount recorded in the consolidated balance sheets, the fair value and the difference as of March
31, 2017 and March 31, 2018 for various financial instruments. Assets and liabilities for which it is deemed difficult to measure the
fair value are not included in the tables below. (Refer to Note 2.)
- 74 -
(Note 1) Calculation method of the fair value of financial instruments and matters relating to securities and derivative transactions
Assets:
(1) Cash on hand and in banks and (2) Trade notes and accounts receivable
Fair value is calculated based on the book value as these assets are settled within a short time and the fair value is almost equal
to the book value.
(3) Sales finance receivables
Fair value is calculated based on the discounted cash flows by collection period, using discount rates reflecting maturity and
credit risk.
(4) Securities and investment securities
Fair value of stocks is based on the prices traded at the stock exchange. Fair value of unlisted foreign investment trusts is
based on the book value as these are settled within a short time and fair value is almost equal to the book value.
Refer to the Notes to “For securities” with regard to the noteworthy matters provided for each type of securities, classified by
holding purpose.
(5) Long-term loans receivable
Fair value is calculated based on the discounted cash flows of each individual loan, using discount rate which would be
applicable for similar new loans.
Liabilities:
(1) Trade notes and accounts payable, (2) Short-term borrowings and (3) Commercial papers
Fair value is calculated based on the book value as these liabilities are settled within a short time and fair value is almost equal
to the book value.
(4) Bonds
Fair value of marketable bonds is based on the market prices, and that of non-marketable bonds is based on the present value
estimated by discounting the total principal and interest, using discount rates reflecting the remaining term and credit risk.
(5) Long-term borrowings and (6) Lease obligations
Fair value is calculated based on the present value estimated by discounting the total principal and interest, using discount
rates which would be applicable for similar new borrowings or lease transactions.
Derivative transactions:
Refer to the notes in “For derivative transactions.”
(Note 2) The amounts of financial instruments recorded in the consolidated balance sheets for which it is deemed difficult to measure
the fair value
(Millions of yen)
Prior fiscal year Current fiscal year
Classification
(As of March 31, 2017) (As of March 31, 2018)
Unlisted stocks 502,685 504,933
Unlisted stocks are not included in (4) Securities and investment securities, as it is deemed difficult to measure the fair value because
they are nonmarketable and future cash flows cannot be estimated.
(Note 3) Redemption schedule after the balance sheet date for monetary receivables and securities with maturity dates
Prior fiscal year (As of March 31, 2017) (Millions of yen)
Due after one Due after five
Due within Due after ten
year but within years but within
one year years
five years ten years
Cash on hand and in banks 1,122,484 ― ― ―
- 75 -
(Note 4) Redemption schedule after the balance sheet date for bonds, long-term borrowings, lease obligations and other interest-
bearing debt
Prior fiscal year (As of March 31, 2017) (Millions of yen)
Due after Due after Due after Due after
Due within one year but two years three years four years Due after
one year within two but within but within but within five years
years three years four years five years
Short-term borrowings 980,654 ― ― ― ― ―
Commercial papers 430,019 ― ― ― ― ―
Bonds 368,101 410,091 559,451 235,459 223,158 65,000
Long-term borrowings 1,339,982 1,009,580 766,537 927,254 377,748 22,684
Lease obligations 31,565 12,666 3,330 2,383 1,498 521
Total 3,150,321 1,432,337 1,329,318 1,165,096 602,404 88,205
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(For securities)
1. Other securities
Current fiscal year (From April 1, 2017 To March 31, 2018) (Millions of yen)
Type of securities Sales proceeds Total gain Total loss
Stock 9,731 312 (259)
Total 9,731 312 (259)
3. Reclassified securities
- 77 -
(For derivative transactions)
1. Derivative transactions for which hedge accounting is not adopted
- 78 -
(2) Interest-related transactions
Prior fiscal year (As of March 31, 2017) (Millions of yen)
Classification
Portion
due after Valuation
Type Notional amounts Fair value
one year included gain or loss
herein
Swaps:
Receive floating/pay fixed 138,885 85,659 (218) (218)
Non-market transactions
Portion
due after Valuation
Type Notional amounts Fair value
one year included gain or loss
herein
Swaps:
Receive floating/pay fixed 65,761 61,570 645 645
Non-market transactions
- 79 -
2. Derivative transactions for which hedge accounting is adopted
- 80 -
(2) Interest-related transactions
Prior fiscal year (As of March 31, 2017) (Millions of yen)
Portion
Method of due after
Notional
hedge Type of transactions Major hedged items one year Fair value
amounts
accounting included
herein
Swaps:
Special Long-term
treatment Receive floating/pay fixed borrowings 87,700 71,700 Note 2
Swaps:
Deferral hedge Short-term and
accounting Receive floating/pay fixed long-term 1,234,924 660,922 4,850
borrowings
Total ― ― 4,850
Notes: 1. Calculation of fair value is based on discounted cash flows and others.
2. The fair value of interest rate swaps which are accounted using special treatment is included in that of corresponding hedged
long-term borrowings in “2. Fair Value of Financial Instruments” under “For financial instruments“ as those interest rate
swaps are recorded as an adjustment to interest expense of hedged instruments under the special treatment.
Total ― ― 8,261
Notes: 1. Calculation of fair value is based on discounted cash flows and others.
2. The fair value of interest rate swaps which are accounted using special treatment is included in that of corresponding hedged
long-term borrowings in “2. Fair Value of Financial Instruments” under “For financial instruments“ as those interest rate
swaps are recorded as an adjustment to interest expense of hedged instruments under the special treatment.
- 81 -
(For retirement benefits)
1. Description of retirement benefit plans
The Group has several defined-benefit and defined-contribution pension plans. The Company and certain
consolidated subsidiaries have adopted both defined-benefit and defined-contribution pension plans, whereas certain
other consolidated subsidiaries have either defined-benefit or defined-contribution pension plans. The defined-
benefit pension plans adopted by the Company and certain domestic subsidiaries include lump-sum payment plans
and defined-benefit corporate pension plans. Certain employees may be entitled to additional special retirement
benefits, depending on the conditions for the termination of their employment. Certain consolidated subsidiaries
apply a simplified method for calculation of net defined benefit liability, net defined benefit assets and retirement
benefit expenses.
2. Defined-benefit pension plan
(1) Adjustments between the beginning and ending balances of retirement benefit obligation (excluding those listed in
(3) below) (Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Retirement benefit obligation at the beginning of the year 1,469,176 1,381,325
Service cost 35,291 33,592
Interest cost 27,986 28,113
Actuarial gain and loss generated 41,297 8,215
Past service cost generated (12) (7,962)
Retirement benefits paid (62,627) (67,772)
Effect of foreign exchange translation (41,791) 2,580
Decrease due to exclusion from consolidation (89,595) ―
Other 1,600 1,754
Retirement benefit obligation at the end of the year 1,381,325 1,379,845
(2) Adjustments between the beginning and ending balances of plan assets (excluding those listed in (3) below)
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Plan assets at the beginning of the year 1,050,281 1,021,050
Expected return on plan assets (Note) 46,885 44,705
Actuarial gain and loss generated 64,199 11,325
Contribution from employers 19,820 17,239
Retirement benefits paid (58,103) (61,181)
Effect of foreign exchange translation (30,599) 3,223
Decrease due to exclusion from consolidation (72,910) ―
Other 1,477 1,793
Plan assets at the end of the year 1,021,050 1,038,154
Note: Interest from plan assets of net interest from net defined liability of consolidated foreign subsidiaries which adopt
IFRS has been included.
(3) Adjustments between the beginning and ending balances of net defined benefit liability and net defined benefit assets
for plans using a simplified method
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Net defined benefit liability and net defined benefit assets at the
537 615
beginning of the year
Retirement benefit expenses 251 198
Retirement benefits paid (55) (98)
Contribution to plans (118) (97)
Net defined benefit liability and net defined benefit assets at the
615 618
end of the year
- 82 -
(4) Adjustments between the ending balances of retirement benefit obligation and plan assets and the net defined benefit
liability and net defined benefit assets reported on the balance sheets
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Retirement benefit obligation for funded plans 1,306,081 1,305,498
Plan assets (1,021,937) (1,039,104)
284,144 266,394
Retirement benefit obligation for unfunded plans 76,746 75,915
Net defined liability and assets reported on the consolidated
balance sheets 360,890 342,309
- 83 -
(8) Matters regarding plan assets
①Major components of plan assets
Plan assets consist of the following.
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Stocks 43% 43%
Bonds 34% 36%
Cash and deposits 2% 1%
Real estate (including REITs) 7% 7%
Other 14% 13%
Total 100% 100%
Notes: 1. Securities contributed to the retirement benefit trust included in the total plan assets were 4.3% for the prior year and
3.0% for the current fiscal year.
2. “Other” includes components for which it is difficult to categorize into specific types of plan assets, such as stocks and
bonds, and to identify the percentage and the amount by types of assets.
Foreign companies
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Discount rates 1.8%–4.6% 1.8%–4.2%
Long-term expected rates of return on plan assets
7.0%–8.5% Mainly 8.0%
(US GAAP adoption companies only)
Expected future salary increase 2.5%–6.0% 2.5%–6.0%
- 84 -
(For share-based payments)
1. The account and the amount of stock options charged as expenses
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Salaries and wages in Selling, general and
― ―
administrative expenses
2. The amount of stock options charged as income due to their forfeiture resulting from nonuse
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Special gains 89 72
4. Method for estimating the per share fair value of stock options
During the fiscal year ended March 31, 2018, there were no stock options that were granted or for which the fair value
per share had been changed due to the alteration of conditions.
5. Estimation of the number of stock options vested
Because it is difficult to reasonably estimate the number of options that will expire in the future, historical data is
reflected for the options that have not yet been vested, and the number of options that have actually forfeited is reflected
for the options that have already been vested.
- 85 -
(For tax-effect accounting)
1. Significant components of deferred tax assets and liabilities
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Deferred tax assets:
Net operating loss carry forwards 127,630 149,368
Net defined benefit liability 106,520 87,635
Accrued warranty costs 89,340 74,140
Research and development expenses 35,501 50,514
Loss for residual value risk of leased vehicles 69,774 48,815
Sales incentives 63,621 36,603
Allowance for doubtful receivable 42,371 34,074
Service costs 39,914 25,171
Impairment loss 23,155 22,970
Allowance for bonus 19,582 18,809
Excess depreciation 15,316 14,131
Other 295,155 262,156
Total gross deferred tax assets 927,879 824,386
Valuation allowance (98,348) (88,596)
Total deferred tax assets 829,531 735,790
Deferred tax liabilities:
Reserves under Special Taxation Measures Law, etc. (880,310) (599,308)
Difference between cost of investments and their underlying
(52,727) (52,688)
net equity at fair value on land
Unrealized holding gain on securities (19,870) (23,404)
Other (145,213) (127,026)
Total deferred tax liabilities (1,098,120) (802,426)
Net deferred tax assets (268,589) (66,636)
Note: Net deferred tax assets as of March 31, 2017 and 2018 are reflected in the following accounts in the consolidated balance sheets:
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Current assets—deferred tax assets 156,457 152,452
Fixed assets—deferred tax assets 176,354 175,940
Current liabilities—deferred tax liabilities 2 2
Long-term liabilities—deferred tax liabilities 601,398 395,026
2. The reconciliation between the effective tax rates reflected in the consolidated financial statements and the statutory
tax rate is summarized as follows:
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Statutory tax rate of the Company 30.8% 30.8%
(Reconciliation)
・ Different tax rates applied to foreign consolidated subsidiaries 0.2% (1.6%)
・ Tax credits (2.4%) (3.7%)
・ Change in valuation allowance 1.4% 4.7%
・ Equity in gain and loss of affiliates (4.7%) (8.9%)
・ Undistributed retained earnings of foreign consolidated subsidiaries 0.6% 1.3%
・ Reduction in year-end deferred tax assets and deferred tax liabilities
0.0% (32.6%)
due to tax rate change
・ Other 1.5% 2.6%
Effective tax rates after adoption of tax-effect accounting 27.4% (7.4%)
3. Amendments to deferred tax assets and deferred tax liabilities due to the enactment of the Tax Cuts and Job Act in the
United States of America
The Tax Cuts and Jobs Act was enacted in the U.S. on December 22, 2017. Due to the Act, the federal corporate income tax
rate applicable to the Company’s U.S. consolidated subsidiaries was reduced from 35% to 21%.
The Company has recognized the impact of the enactment of the Tax Cuts and Jobs Act as a ¥231,841 million decrease in
income taxes including a remeasurement of deferred tax assets and liabilities of its U.S. consolidated subsidiaries, in the
current fiscal year ended March 31, 2018. As a result, net income has increased by the same amount.
- 86 -
(For assets retirement obligations)
The Company and some of its subsidiaries have rental property in Japan (Tokyo, Kanagawa, Osaka and others) and
overseas, which is mainly used for vehicle and parts dealers.
For the fiscal year ended March 31, 2017, net income from rental property amounted to ¥4,833 million and net gain on
sales of rental property amounted to ¥1,359 million. For the fiscal year ended March 31, 2018, net income from rental
property amounted to ¥5,084 million and net gain on sales of rental property amounted to ¥27 million.
The carrying value, increase/decrease thereof and fair value of rental property are as follows.
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Carrying value
Balance at the beginning of the year 118,455 108,626
Increase/Decrease during the year (9,829) 1,851
Balance at the end of the year 108,626 110,477
Fair value at the end of the year 107,698 113,894
Notes:1. The carrying value shown here is calculated by deducting the relevant accumulated depreciation and impairment
loss from the property’s acquisition cost.
2. The main component of the decrease during the prior fiscal year is the exclusion of the lenders from the scope
of consolidation amounting to ¥8,498 million.
3. The fair value was mainly based on real-estate appraisal value which was calculated by external real-estate
appraisers.
- 87 -
(Segments of an enterprise and related information)
Segment information
1. General information about reportable segments
The reportable segments of the Group are components for which discrete financial information is available and whose
operating results are regularly reviewed by the Executive Committee to make decision about resource allocation and
to assess their performance.
Businesses of the Group are segmented into Automobile and Sales financing based on feature of products and services.
The Automobile business includes manufacturing and sales of vehicles and parts. The Sales financing business
provides sales finance service and leasing to support sales activities of the above business.
2. Calculation method of net sales, profits or losses, assets and other items by reportable segments
The accounting method for the reportable segments is the same as basis of preparation for the consolidated financial
statements.
The segment profits are based on operating income. Inter-segment sales are based on the price in arms-lengths
transaction. The segment assets are based on total assets.
3. Net sales, profits or losses, assets and other items by reportable segments
- 88 -
Note 1: Consolidated financial statements by business segments
• The Sales financing segment for the summarized consolidated balance sheets, summarized consolidated
statements of income and summarized consolidated statements of cash flows consists of Nissan Financial
Services Co., Ltd. (Japan), Nissan Motor Acceptance Corporation (U.S.A.), NR Finance Mexico S.A. de
C.V. SOFOM ER (Mexico), other 8 companies and the sales finance operations of Nissan Canada Inc.
(Canada).
• The financial data on Automobile & Eliminations represent the differences between the consolidated
figures and those for the Sales financing segment.
- 89 -
(2) Summarized consolidated statements of income by business segments
(Millions of yen)
Prior fiscal year
(From April 1, 2016 To March 31, 2017)
Automobile & Consolidated
Accounts Sales financing
Eliminations total
Net sales 10,736,810 983,231 11,720,041
Cost of sales 8,769,239 653,312 9,422,551
Gross profit 1,967,571 329,919 2,297,490
Operating income as a percentage of net sales 5.2% 18.7% 6.3%
Operating income 558,345 183,883 742,228
Financial income / expenses, net 11,075 81 11,156
Other non-operating income and expenses, net 110,149 1,200 111,349
Ordinary income 679,569 185,164 864,733
Income before income taxes 788,925 176,232 965,157
Net income attributable to owners of parent 570,500 92,999 663,499
- 91 -
Note 1: Consolidated financial statements by business segments
• The Sales financing segment for the summarized consolidated balance sheets, summarized consolidated
statements of income and summarized consolidated statements of cash flows consists of Nissan Financial
Services Co., Ltd. (Japan), Nissan Motor Acceptance Corporation (U.S.A.), NR Finance Mexico S.A. de
C.V. SOFOM ER (Mexico), other 10 companies and the sales finance operations of Nissan Canada Inc.
(Canada).
• The financial data on Automobile & Eliminations represent the differences between the consolidated
figures and those for the Sales financing segment.
- 92 -
(2) Summarized consolidated statements of income by business segments
(Millions of yen)
Current fiscal year
(From April 1, 2017 To March 31, 2018)
Automobile & Consolidated
Accounts Sales financing
Eliminations total
Net sales 10,801,852 1,149,317 11,951,169
Cost of sales 9,037,294 776,707 9,814,001
Gross profit 1,764,558 372,610 2,137,168
Operating income as a percentage of net sales 3.3% 18.7% 4.8%
Operating income 359,422 215,338 574,760
Financial income / expenses, net 14,969 116 15,085
Other non-operating income and expenses, net 158,294 2,163 160,457
Ordinary income 532,685 217,617 750,302
Income before income taxes 483,900 226,843 710,743
Net income attributable to owners of parent 320,789 426,103 746,892
- 93 -
Note 2: Net sales and profits or losses by region
- 94 -
Related information
- 95 -
Current fiscal year (From April 1, 2017 To March 31, 2018)
1. Information by product and service
This information is not provided here because it is the same as the information provided under “Segment information.”
- 96 -
Information about the impairment loss on fixed assets by reportable segments
Information about the amortization of goodwill and unamortized balance by reportable segments
- 97 -
(Information of related parties)
Combined and condensed financial information (from January 1, 2016 to December 31, 2016) of Renault and
Dongfeng Motor Co., Ltd., which are defined as significant affiliates for the prior fiscal year, is as follows.
Combined and condensed financial information (from January 1, 2017 to December 31, 2017) of Renault and
Dongfeng Motor Co., Ltd., which are defined as significant affiliates for the current fiscal year, is as follows.
- 98 -
(Amounts per share)
(Yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Net assets per share 1,242.90 1,377.05
Notes: 1. The basis for calculation of the basic earnings per share and the diluted earnings per share is as follows.
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Basic earnings per share:
Net income attributable to owners of parent
663,499 746,892
(Millions of yen)
Net income attributable to owners of parent relating
663,499 746,892
to common stock (Millions of yen)
Average number of shares of common stock during
3,998,385 3,911,158
the fiscal year (Thousands of shares)
Diluted earnings per share:
Increase in shares of common stock (Thousands of
140 58
shares)
2. The basis for calculation of the net assets per share is as follows.
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Total net assets (Millions of yen) 5,167,136 5,688,735
Amounts deducted from total net assets (Millions of yen) 305,289 303,998
(Share subscription rights (Millions of yen)) 391 84
(Non-controlling interests (Millions of yen)) 304,898 303,914
Net assets attributable to shares of common stock at year end
4,861,847 5,384,737
(Millions of yen)
The year-end number of shares of common stock used for the
3,911,690 3,910,356
calculation of net assets per share (Thousands of shares)
Not applicable.
- 99 -
⑤ Consolidated supplemental schedules
Schedule of bonds payable
Balance at the
Balance at the end
beginning of current Interest rate
Company Description Date of Issuance of current fiscal year Collateral Maturity
fiscal year (%)
(Millions of yen)
(Millions of yen)
*1 52nd unsecured bonds April 28, 2010 30,000 ― 1.17 None April 28, 2017
*1 53rd unsecured bonds April 28, 2010 20,000 20,000 1.744 " April 28, 2020
*1 55th unsecured bonds April 25, 2013 100,000 ― 0.415 " March 20, 2018
*1 56th unsecured bonds April 25, 2013 10,000 10,000 0.554 " March 19, 2020
57th unsecured bonds (100,000)
*1 April 25, 2014 100,000 0.314 " March 20, 2019
(Note 2) 100,000
*1 58th unsecured bonds April 25, 2014 20,000 20,000 0.779 " March 19, 2024
*1 59th unsecured bonds April 15, 2016 80,000 80,000 0.15 " March 19, 2021
*1 60th unsecured bonds April 15, 2016 25,000 25,000 0.22 " March 20, 2023
*1 61st unsecured bonds April 15, 2016 20,000 20,000 0.33 " March 19, 2026
(226,637)
[$2,133,252
917,830
Bonds issued by thousand]
*3 2013 - 2018 [$8,181,034 1.6 – 3.5 " 2018 - 2023
subsidiaries (Note 2) 1,193,081
thousand]
[$11,230,052
thousand]
30,069
Bonds issued by
*3 2017 - 2018 ― [MXN 5,140,000 7.7 – 8.3 " 2020 - 2021
subsidiaries
thousand]
84,050 164,760
Bonds issued by
*3 2016 - 2018 [CAD 999,997 [CAD 1,999,998 1.6 – 2.6 " 2019 - 2021
subsidiaries
thousand] thousand]
64,380 85,743
Bonds issued by
*3 2016 - 2018 [AUD 750,000 [AUD 1,050,000 2.1 – 3.0 " 2019 - 2021
subsidiaries
thousand] thousand]
60,388
Bonds issued by
*3 2017 ― [CNY 3,492,663 4.5 – 5.0 " 2020
subsidiaries
thousand]
(396,637)
Total (Note 2) ― 1,861,260 ― ―
2,284,041
Notes: 1. *1 The Company *2 Domestic subsidiaries *3 Foreign subsidiaries
2. The amounts in parentheses presented under “Balance at the end of current fiscal year” represent the amounts scheduled to
be redeemed within one year.
3. The redemption schedule of bonds for 5 years subsequent to March 31, 2018 is summarized as follows:
(Millions of yen)
Due after one year but Due after two years Due after three years Due after four years
Due within one year
within two years but within three years but within four years but within five years
396,637 548,536 780,945 214,266 303,657
- 100 -
Schedule of borrowings
(Millions of yen)
Balance at the
Balance at the Average
beginning of
Category end of current interest rate Maturity
current fiscal
fiscal year (%)
year
Short-term borrowings 467,793 461,849 3.25 ―
The schedule of asset retirement obligations is not provided because the amounts of asset retirement obligations at the
beginning and the end of the fiscal year ended March 31, 2018 were less than one hundredth (1%) of the amounts of
total liabilities and net assets at the beginning and the end of the fiscal year ended March 31, 2018.
- 101 -
(2) Other
Quarterly financial information for the fiscal year ended March 31, 2018
(Millions of yen)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
Cumulative period (Three months ended (Six months ended (Nine months ended (Fiscal year ended
June 30, 2017) September 30, 2017) December 31, 2017) March 31, 2018)
Net sales 2,760,436 5,652,509 8,527,992 11,951,169
Income before income
186,090 364,950 488,436 710,743
taxes
Net income
attributable to owners 134,916 276,509 578,135 746,892
of parent
Basic earnings per
34.49 70.69 147.81 190.96
share (Yen)
- 102 -
2. Non-Consolidated Financial Statements
- 103 -
(Millions of yen)
- 104 -
(Millions of yen)
- 105 -
② Non-consolidated statement of income
(Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
- 106 -
③ Non-consolidated statement of changes in net assets
Prior fiscal year (From April 1, 2016 To March 31, 2017) (Millions of yen)
Shareholders' equity
Capital surplus Retained earnings
Other retained earnings
Reserve for
Common Other Total
Legal capital Total capital Legal reduction of Reserve for Unappropriated
stock capital retained
surplus surplus reserve replacement cost special retained
surplus earnings
of specified depreciation earnings
properties
Balance at the beginning of
605,813 804,470 ― 804,470 53,838 54,078 24 955,404 1,063,347
current period
Changes of items during the
period
Cash dividends paid (195,826) (195,826)
Provision of reserve for
reduction of replacement cost 4 (4) ―
of specified properties
Reversal of reserve for
reduction of replacement cost (336) 336 ―
of specified properties
Provision of reserve for
2 (2) ―
special depreciation
Reversal of reserve for special
(13) 13 ―
depreciation
Net income 585,951 585,951
Purchases of treasury stock
Disposal of treasury stock 17 17
Retirement of treasury stock (17) (17) (278,544) (278,544)
Net changes of items other
than those in shareholders’
equity
Total changes of items during
― ― (331) (10) 111,923 111,581
the period
Balance at the end of current
605,813 804,470 ― 804,470 53,838 53,746 13 1,067,328 1,174,928
period
- 107 -
Current fiscal year (From April 1, 2017 To March 31, 2018) (Millions of yen)
Shareholders' equity
Capital surplus Retained earnings
Other retained earnings
Reserve for
Common Legal Total
Other capital Total capital Legal reduction of Reserve for Unappropriated
stock capital retained
surplus surplus reserve replacement cost special retained
surplus earnings
of specified depreciation earnings
properties
Balance at the beginning of
605,813 804,470 ― 804,470 53,838 53,746 13 1,067,328 1,174,928
current period
Changes of items during the
period
Cash dividends paid (211,647) (211,647)
Provision of reserve for
reduction of replacement cost 1 (1) ―
of specified properties
Reversal of reserve for
reduction of replacement cost (397) 397 ―
of specified properties
Provision of reserve for
2 (2) ―
special depreciation
Reversal of reserve for special
(3) 3 ―
depreciation
Net income 129,044 129,044
Purchases of treasury stock
Disposal of treasury stock 184 184
Net changes of items other
than those in shareholders’
equity
Total changes of items during
184 184 (395) (1) (82,205) (82,602)
the period
Balance at the end of current
605,813 804,470 184 804,654 53,838 53,351 12 985,123 1,092,325
period
- 108 -
[Notes to Non-consolidated Financial Statements]
(Significant accounting policies)
1. Valuation methods for securities
(1) Held-to-maturity securities
Held-to-maturity securities are stated at amortized cost (straight-line method).
(2) Equity securities issued by subsidiaries and affiliates
Equity securities issued by subsidiaries and affiliates are carried at cost determined by the moving average method.
(3) Other securities
①Marketable securities:
Marketable securities classified as other securities are carried at fair value with any changes in unrealized
holding gain or loss, net of the applicable income taxes, directly included in net assets. Cost of securities sold
is calculated by the moving average method.
②Non-marketable securities:
Non-marketable securities classified as other securities are carried at cost determined by the moving average
method.
Investments in limited liability partnerships and similar investments, defined as securities by Article 2, Section
2 of the Financial Instruments and Exchange Law, are recognized at the net amount corresponding to the
owning portion under the equity method based on the latest available financial statements of the partnerships.
2. Valuation methods for derivative financial instruments
Derivative financial instruments are carried at fair value.
3. Valuation methods for inventories
Inventories are stated at cost determined by the first-in and first-out method. (Cost of inventories is written-down
when their carrying amounts become unrecoverable.)
4. Depreciation and amortization of fixed assets
(1) Property, plant and equipment
Depreciation of property, plant and equipment is calculated by the straight-line method based on the estimated
useful lives and the estimated residual value determined by the Company.
(2) Intangible fixed assets
Amortization of intangible fixed assets is calculated by the straight-line method.
Amortization of software for internal use is calculated by the straight-line method over the estimated useful life
(5 years).
(3) Leased assets
Depreciation of leased assets is calculated by the straight-line method based on either the estimated useful lives
or the lease terms and the estimated residual value determined by the Company.
5. Foreign currency translation
Receivables and payables denominated in foreign currencies are translated into yen at the rates of exchange in effect
at the balance sheet date, and differences arising from the translation are recognized as gain or loss.
6. Basis for reserves
(1) Allowance for doubtful accounts
Allowance for doubtful accounts is provided based on past experience for normal receivables and on an estimate
of the collectability of receivables from companies in financial difficulty.
(2) Accrued warranty costs
Accrued warranty costs are provided to cover the cost of all services anticipated to be incurred during the entire
warranty period in accordance with the warranty contracts and based on past experience.
(3) Accrued retirement benefits
Accrued retirement benefits or prepaid pension costs are recorded at an amount calculated based on the retirement
benefit obligation and the fair value of the pension plan assets at the end of the current fiscal year.
For calculating the retirement benefit obligation, the benefit formula basis has been adopted for attributing
projected benefits to periods.
Past service cost is being amortized as incurred by the straight-line method over periods which are shorter than
the average remaining years of service of the eligible employees.
Actuarial gain and loss are amortized from the year following the year in which the gain and loss are recognized
by the straight-line method over periods which are shorter than the average remaining years of service of the
eligible employees.
- 109 -
7. Hedge accounting
(1) Hedge accounting
Primarily, deferred hedge accounting is applied for derivative instruments. Short-cut method, “Furiate-Shori,” is
applied for forward exchange contracts which are qualified for such treatment and related to the hedged items
other than foreign currency denominated accounts receivables.
Special treatment, “Tokurei-Shori,” is applied for interest rate swaps which are qualified for such treatment.
(2) Hedging instruments and hedged items
· Hedging instruments.....Derivative transactions
· Hedged items.....Mainly receivables and payables denominated in foreign currencies and others
(3) Hedging policy
Based on the internal risk management rules and authority regarding derivative transactions, expected risks such
as fluctuations in foreign exchange and interest rate are hedged within certain extent.
(4) Assessment of hedge effectiveness
The assessment of hedge effectiveness is omitted when the terms of hedged items are substantially same as those
of hedging instruments.
8. Other significant accounting policies
(1) Accounting for retirement benefit
The accounting methods of unrecognized actuarial gain and loss and unrecognized past service cost are different
from those of the consolidated financial statements.
(2) Accounting for the consumption taxes
Transactions subject to the consumption taxes are recorded at amounts exclusive of the consumption taxes.
(3) Adoption of consolidated taxation system
The Company adopts the consolidated taxation system.
(Changes in presentation)
- 110 -
(For non-consolidated balance sheets)
1 ※1 Monetary receivables from and payables to subsidiaries and affiliates (except for separately disclosed)
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
Short-term monetary receivables 779,780 546,857
Short-term monetary payables 745,022 848,347
Long-term monetary payables 12,794 11,841
(1) Guarantees
Balance of
liabilities
Guarantees Description of liabilities guaranteed
guaranteed
(Millions of yen)
Employees ※ 37,252 Guarantees for employees’ housing loans
Nissan Motor Manufacturing (UK) Ltd. 5,182 Guarantees for loans to purchase fixed assets
Automotive Energy Supply Corporation 2,720 Guarantees for loans to purchase fixed assets
Nissan South Africa (Pty) Ltd. 1,502 Guarantees for loans for working capital
Nissan North America, Inc. 518 Guarantees for loans to purchase fixed assets
11 domestic dealers 1,245 Guarantees for loans for working capital
※Allowance for doubtful accounts is provided
Total 48,422 based on past experience.
- 111 -
Current fiscal year (As of March 31, 2018)
(1) Guarantees
Balance of
liabilities
Guarantees Description of liabilities guaranteed
guaranteed
(Millions of yen)
Employees ※ 31,413 Guarantees for employees’ housing loans
Nissan Motor Manufacturing (UK) Ltd. 7,933 Guarantees for loans to purchase fixed assets
Automotive Energy Supply Corporation 1,800 Guarantees for loans to purchase fixed assets
Nissan South Africa (Pty) Ltd. 1,257 Guarantees for loans for working capital
Nissan North America, Inc. 372 Guarantees for loans to purchase fixed assets
10 domestic dealers 770 Guarantees for loans for working capital
※Allowance for doubtful accounts is provided
Total 43,547 based on past experience.
3 ※2 “Other” of Long-term liabilities includes updated amount of retirement benefits for directors and statutory auditors covered
under the resolution approved at the general shareholders meeting held on June 20, 2007.
- 112 -
(For non-consolidated statement of income)
2 ※2 Major components of selling, general and administrative expenses are as follows. (Millions of yen)
Prior fiscal year Current fiscal year
(From April 1, 2016 (From April 1, 2017
To March 31, 2017) To March 31, 2018)
Service costs 31,492 42,459
Provision for accrued warranty costs 20,557 16,286
Other selling expenses 33,999 61,361
Salaries and wages 72,813 82,155
Retirement benefit expenses 2,086 1,374
Outsourcing expenses 38,655 38,201
Depreciation and amortization 17,933 19,457
Provision for doubtful accounts (1,366) 517
Selling expenses account for approximately 40% of the selling, general and administrative expenses in the current fiscal year,
which is almost unchanged from the prior fiscal year.
- 113 -
(For securities)
Investments in subsidiaries and affiliates
Note: The amounts of investments in subsidiaries and affiliates recorded in the non-consolidated balance sheets for which it is
deemed difficult to measure the fair value.
(Millions of yen)
Prior fiscal year Current fiscal year
(As of March 31, 2017) (As of March 31, 2018)
① Subsidiaries’ shares 1,480,652 1,652,904
② Affiliates’ shares 10,918 12,611
These shares are not included in “Investments in subsidiaries and affiliates” because they do not have a market value
and their fair value is not easily determinable.
- 114 -
(For tax-effect accounting)
2. The reconciliation between the effective tax rates reflected in the non-consolidated financial statements and the statutory tax rate is
summarized as follows:
- 115 -
(Significant subsequent events)
1. In accordance with a resolution of its Board of Directors’ meeting held on April 19, 2018, the Company made a capital
injection into Nissan North America, Inc., a consolidated subsidiary of the Company, and then Nissan North America,
Inc. made a capital injection into its own subsidiary, Nissan Motor Acceptance Corporation (“NMAC”) in order to
support NMAC’s business growth and enhance its capital ratio.
2. In accordance with a resolution of its Board of Directors’ meeting held on April 19, 2018, the Company made a capital
injection into NRFM Holdings LLC, a consolidated subsidiary of the Company, and then NRFM Holdings LLC made
a capital injection into its own subsidiary, NR Finance Mexico, S.A. de C.V. SOFOM ER (“NRFM”) in order to support
NRFM’s business growth and enhance its capital ratio.
- 116 -
④ Non-consolidated supplemental schedules
Machinery and
129,248 48,891 1,437 27,274 149,426 789,063
equipment
Vehicles 12,946 3,541 1,522 4,273 10,690 19,471
Tools, furniture
92,464 32,490 2,525 34,958 87,471 254,308
and fixtures
Construction in
progress 22,916 14,474 25,027 ― 12,363 ―
This information is omitted because the Company prepares consolidated financial statements.
(3) Other
Not applicable.
- 117 -
6. Information on Transfer and Repurchase of the Company’s Stock
General meeting of
June
shareholders
Special benefits to
None
shareholders
Note: According to the Company’s Articles of Incorporation where the rights of shareholders holding stocks of less than
a standard unit are prescribed, the holder of stocks of less than a standard unit shall not be entitled to exercise the
rights of shareholders in connection with such below-unit shares other than those rights listed below:
(1) The rights stipulated in each item of Article 189, Paragraph 2, of the Corporate Law;
(2) The right to make a claim in accordance with Article 166, Paragraph 1, of the Corporate Law; and
(3) The right to subscribe for new shares or new share subscription rights in proportion to the number of the
shares owned by said shareholder.
.
- 118 -
7. Reference Information on the Company
1. Information on the parent company or equivalent of the Company
The Company has no parent company or equivalent as prescribed in Article 24-7, Paragraph 1 of the Financial
Instruments and Exchange Law.
(The 2nd quarter From July 1, 2017 Submitted to the director of the Kanto
of 119th period) To September 30, 2017 Local Finance Bureau on November
10, 2017.
(The 3rd quarter From October 1, 2017 Submitted to the director of the Kanto
of 119th period) To December 31, 2017 Local Finance Bureau on February 13,
2018.
(4) Extraordinary Report
An extraordinary report according to the provision of Article 19, Submitted to the director of the Kanto
Paragraph 2, Item 9-2 (Matters that require a resolution of a general Local Finance Bureau on June 29,
meeting of shareholders), of the Cabinet Office Ordinance on 2017.
Disclosure of Corporate Information, etc.
(5) Extraordinary Report Submitted to the director of the Kanto
An extraordinary report according to the provisions of Article 24-5, Local Finance Bureau on February 8,
Paragraph 4, of the Financial Instruments and Exchange Law and 2018.
Article 19, Paragraph 2, Item 19, of the Cabinet Office Ordinance on
Disclosure of Corporate Information, etc.
- 119 -
Part II Information on Guarantors for the Company
Not applicable
- 120 -
(For Translation Purposes Only)
Independent Auditor’s Report
June 27, 2018
The Board of Directors
Nissan Motor Co., Ltd.
Ernst & Young ShinNihon LLC
- 121 -
<Internal control audit>
Pursuant to Article 193-2, Section 2, of the Financial Instruments and Exchange Law of Japan, we also have audited
the accompanying Management’s Report on Internal Control Over Financial Reporting for the consolidated
financial statements as at March 31, 2018 of Nissan Motor Co., Ltd. (the “Management’s Report”).
Management’s Responsibility for the Management’s Report
Management is responsible for designing and operating internal control over financial reporting, and for the
preparation and fair presentation of the Management’s Report in accordance with standards for assessment of
internal control over financial reporting generally accepted in Japan.
Internal control over financial reporting may not prevent or detect misstatements.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Management’s Report based on our internal control audit. We
conducted our internal control audit in accordance with auditing standards for internal control over financial
reporting generally accepted in Japan. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the Management’s Report is free from material misstatement.
An internal control audit involves performing procedures to obtain audit evidence about the result of management’s
assessment on internal control over financial reporting in the Management’s Report. The procedures selected depend
on the auditor’s judgment, including the materiality of effect on the reliability of financial reporting. An internal
control audit also includes evaluating the overall presentation of the Management’s Report, including disclosures
on scope, procedures and conclusions of management’s assessment of internal control over financial reporting.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the Management’s Report referred to above, which represents that the internal control over financial
reporting as at March 31, 2018 of Nissan Motor Co., Ltd. is effective, present fairly, in all material respects, the
result of management’s assessment on internal control over financial reporting in conformity with standards for
assessment of internal control over financial reporting generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants
Act.
Notes:
1. The above is a digitization of the text contained in the original copy of the Independent Auditors’ Report on
Financial Statements and Internal Controls, which is in the custody of the Company—the submitter of this Securities
Report.
2. The XBRL data is not included in the scope of Audit.
- 122 -
(For Translation Purposes Only)
Independent Auditor’s Report
June 27, 2018
The Board of Directors
Nissan Motor Co., Ltd.
Ernst & Young ShinNihon LLC
Pursuant to Article 193-2, Section 1 of the Financial Instruments and Exchange Law of Japan, we have audited the
accompanying non-consolidated financial statements of Nissan Motor Co., Ltd. included in “Financial Information”
for the 119th fiscal year from April 1, 2017 to March 31, 2018, which comprise the non-consolidated balance sheet,
the non-consolidated statements of income and changes in net assets, the significant accounting policies, the other
related notes, and the non-consolidated supplemental schedules.
Management’s Responsibility for the Non-Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of these non-consolidated financial statements
in accordance with accounting principles generally accepted in Japan, and for designing and operating such internal
control as management determines is necessary to enable the preparation and fair presentation of the non-
consolidated financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these non-consolidated financial statements based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in Japan. Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the non-
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the non-consolidated financial statements, whether due to fraud
or error. The purpose of an audit of the non-consolidated financial statements is not to express an opinion on the
effectiveness of the entity’s internal control, but in making these risk assessments, the auditor considers internal
controls relevant to the entity’s preparation and fair presentation of the non-consolidated financial statements in
order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management,
as well as evaluating the overall presentation of the non-consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the non-consolidated financial statements referred to above present fairly, in all material respects,
the non-consolidated financial position of Nissan Motor Co., Ltd. as at March 31, 2018, and its non-consolidated
financial performance for the year then ended in conformity with accounting principles generally accepted in Japan.
Conflicts of Interest
We have no interest in the Company which should be disclosed in compliance with the Certified Public Accountants
Act.
Notes:
1. The above is a digitization of the text contained in the original copy of the Independent Auditors’ Report on
Financial Statements and Internal Controls, which is in the custody of the Company—the submitter of this Securities
Report.
2. The XBRL data is not included in the scope of Audit.
- 123 -
【Cover】
【Article of the Applicable Law Requiring Article 24-4-4, Paragraph 1, of the Financial Instruments and
Submission of This Document】 Exchange Law
【Position and Name of Chief Financial Hiroshi Karube, Chief Financial Officer
Officer】
Hiroto Saikawa, President of Nissan Motor Co., Ltd. (the “Company”) and Hiroshi Karube, Chief Financial
Officer, having the responsibility to design and operate internal control over financial reporting of the Company,
designs and operates such internal control of the Company in accordance with the basic framework set forth in
“On the Setting of the Standards and Practice Standards for Management Assessment and Audit concerning
Internal Control Over Financial Reporting (Council Opinions)” published by the Business Accounting Council.
Note that internal control aims at achieving its objectives to a reasonable extent given that all individual
components of internal control are integrated, and function as a whole. Thus, internal control over financial
reporting may not be able to completely prevent or detect misstatement in financial reporting.
Assessment of internal control over financial reporting was performed as of March 31, 2018 (i.e., the last day
of the current fiscal year) in accordance with assessment standards for internal control over financial reporting
generally accepted in Japan.
In this assessment, the management first assessed company-level control which would have a material impact
on the reliability of overall financial reporting on a consolidated basis, and based on such result, the management
then selected the business processes to be assessed. In the process-level control assessment, the management
assessed the effectiveness of internal control by analyzing the business processes in scope, identifying key
controls that would have a material impact on the reliability of the financial reporting, and assessing the design
and operation of such key controls.
Management determined the scope of assessment of internal control over financial reporting, by selecting the
Company, consolidated subsidiaries and companies accounted for by the equity method based on their materiality
of impacts on the reliability of financial reporting. The materiality of the impacts on the reliability of financial
reporting was determined in consideration of both quantitative and qualitative aspects, and the management
reasonably determined the scope of assessment of process-level control based on the result of the company-level
control assessment.
For the purpose of determining the scope of process-level control assessment, business locations were selected
as “Significant Business Locations”, which comprises the Company and its consolidated subsidiaries selected in
descending order based on their previous fiscal year’s consolidated net sales (after elimination) and contributed
approximately two-thirds of the Company’s consolidated net sales in the aggregate. In such Significant Business
Locations, all business processes related to the accounts that are closely associated with the Company’s business
objectives, such as sales, accounts receivable, and inventory were included in the scope of assessment.
Furthermore, regardless of the Significant Business Locations, certain business processes related to significant
accounts involving estimates and management’s judgment, or related to a business or operation dealing with
high-risk transactions were added to the scope of assessment as “business processes with material impacts on
financial reporting.”
3. Assessment Result
Based on the above mentioned assessment results, the management concluded that the internal control over
financial reporting at the end of the current fiscal year was effective.
4. Supplementary Information
Not applicable
5. Special Affairs
In response to the discovery of issues in the final inspection process at the Company’s vehicle plants in Japan
during the current fiscal year, the Company has implemented corrective and recurrence prevention measures,
and reported the progress to the Japanese Ministry of Land, Infrastructure, Transport and Tourism in March 2018.
【Cover】
【Article of the Applicable Law Requiring Article 24-4-2, Paragraph 1, of the Financial Instruments and
Submission of This Document】 Exchange Law
【Position and Name of Chief Financial Hiroshi Karube, Chief Financial Officer
Officer】
2. Special Affairs
There are no noteworthy matters that are pertinent to this securities report.