NPSCY Nippon Steel Corporation (PK)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

May 9, 2019

Nippon Steel Corporation

Notice of Changes in Audit & Supervisory Board Members

This is to announce that, at the meeting of the Board of Directors held today, the candidate for the Audit & Supervisory Board Member to be submitted to the 95th Annual Shareholders Meeting scheduled to be held in late June 2019 was decided as follows.

Katsunori Nagayasu, the Audit & Supervisory Board Member, will retire at the end of the 95th Annual Shareholders Meeting scheduled to be held in late June 2019.

May 9, 2019

To Whom It May Concern

Notice Regarding Non-Renewal of the Fair Rules for the Acquisition of Substantial

Shareholdings (Takeover Defense Measures for the Protection and Enhancement of

Shareholders’ Common Interests)

Nippon Steel Corporation (the “Company”) has resolved, at the meeting of its Board of Directors held today, not to renew the Fair Rules for the Acquisition of Substantial Shareholdings (Takeover Defense Measures for the Protection and Enhancement of Shareholders’ Common Interests) (the “Plan”), whose effective term expires at the closing of the ordinary general meeting of shareholders to be held in June 2019 (the “General Meeting of Shareholders”).

The Company adopted the Plan in March 2006, in order to protect and enhance the common interests of its shareholders, and since that time has continued the Plan to date through several revisions and renewals.

In the meantime, the Company has been striving to enhance its corporate value through implementing the business integration of Nippon Steel Corporation and Sumitomo Metal Industries, Ltd., making Nisshin Steel Co., Ltd. a wholly owned subsidiary, making Ovako AB and Sanyo Special Steel Co., Ltd. a subsidiary, executing the joint acquisition of Essar Steel India Limited in cooperation with ArcelorMittal (planned) and other efforts. The Company intends to further enhance its corporate value by steadily implementing the 2020 Mid-Term Management Plan launched in March 2018, further improving its capabilities in terms of technology, cost and being global, and continuously advancing towards becoming “the best steelmaker with world-leading capabilities.”

While implementing these measures, the Company has decided not to renew the Plan, whose effective term expires at the closing of the General Meeting of Shareholders, as a result of deliberation considering recent situations, as well as opinions raised by shareholders including domestic and overseas institutional investors, regarding takeover defense measures.

Even after the termination of the Plan, in the event a third party proposes the acquisition of substantial shareholdings in the Company or other related activities, the Company will make efforts to enable its shareholders to make an appropriate informed judgment based on sufficient information and with a reasonable time period to consider such proposal, and if the proposal is reasonably judged to damage the Company’s corporate value, which could result in harm to the common interests of the Company’s shareholders, the Company will aim to protect its corporate value and the common interests of its shareholders by taking prompt and appropriate measures to the extent permitted under the then applicable laws and regulations.

1. Consolidated Operating Results, Financial Position and Cash-Flows for Fiscal 2018

(1) Consolidated Operating Results

(2) Consolidated Financial Position

(3) Consolidated Statements of Cash-Flows

2. Dividends

3. Consolidated Financial Forecasts for Fiscal 2019 (April 1, 2019—March 31, 2020)

The earnings forecasts for fiscal 2019 are not presented because the outlook has not been determined due to the difficulty formulating reasonably accurate estimates at this time. For further details, please refer to page 7,“(2) Outlook for Fiscal 2019” of “1. Summary of Results of Operations.”

* Notes

(1) Changes in significant subsidiaries during the period: Yes

 Number of newly consolidated: 1    Company name: Sanyo Special Steel Co., Ltd.

 Number of excluded from consolidation: 0

(2) Changes in accounting policies and changes in accounting estimates

 (a) Changes in accounting policies required by the IFRS: Yes

 (b) Changes other than those in (a) above: None

 (c) Changes in accounting estimates: None

(3) Number of shares issued (common shares)

 (a) Number of shares issued at the end of the period (including treasury stock)

 (b) Number of treasury stock at the end of the period

 (c) Average number of shares issued during the term

(For Reference) A Summary of Non-Consolidated Operating Results and Financial Position for Fiscal 2018

   (April 1, 2018—March 31, 2019)

(1) Non-Consolidated Operating Results

(2) Non-Consolidated Financial Position

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1. Summary of Results of Operations

(1) Summary of Results of Operations and Financial Position for Fiscal Year Ended March 31, 2019 (Fiscal 2018)

Overview of Conditions in Fiscal 2018

The global economy as a whole showed gradual growth during fiscal 2018, with ongoing economic growth in the United States and a continued stable economic trend in emerging countries in general, while China’s economy showed some signs of a slowdown. The Japanese economy continued its modest recovery, with ongoing improvement in the employment environment and an increase in capital investment.

Domestic demand for steel remained solid in areas such as the automotive industry, and the overall demand for steel overseas increased. The domestic market remained strong in general on the back of solid demand and, the overseas market as a whole also remained firm despite a temporary decline in the third quarter.

In this business environment, the Nippon Steel & Sumitomo Metal (NSSMC) Group carried out various measures that were devised in its 2020 Mid-Term Management Plan established in March 2018. These measures were in line with the following five initiatives that were identified as activities to be tackled in the medium to long term: delivering materials and solutions responsive to changes in society and industry; strengthening and expanding the global business; continuing to strengthen the “manufacturing capabilities” of domestic mother mills; utilizing advanced IT in steelmaking processes; and contributing to the achievement of a sustainable society (SDGs).

Operating Results by Business Segment in the Fiscal 2018

The NSSMC Group’s business segments strived to respond to the changing business environment and to improve sales and earnings. An overview of operating results by business segment is shown below.

The Chemicals segment and New Materials segment were merged to form the Chemicals and Materials segment after Nippon Steel Chemical & Material Co., Ltd. was established in October 2018 following the merger of Nippon Steel & Sumikin Chemical Co., Ltd. and Nippon Steel & Sumikin Materials Co., Ltd.

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Steelmaking and Steel Fabrication

The Steelmaking and Steel Fabrication segment strived to rebuild its “strength in manufacturing” and “strength in sales and marketing” and restore its profit base, with safety as the foremost priority. In Japan, NSSMC continued to work on building optimal production frameworks, which included Wakayama Works’ shift to advanced blast furnace and Yawata Works’ construction of new continuous casting facilities. NSSMC also carried out ongoing initiatives to maintain and increase the soundness of facilities through the introduction of the latest facilities and refurbishing of existing facilities. Relining of a blast furnace at Hokkai Iron & Coke Corporation, which handles the Muroran Works’ upstream processes, and of a coke oven at the Nagoya Works are among these initiatives. The decline in Japan’s working population was also addressed with activities to secure enough workers and to ensure succession to the next generation. They included promotion of diversity in hiring, succession of technical skills from a long-term perspective, personnel development measures, labor-saving measures (use of IT and automation) to cope with the worker shortage caused by the decline in the population, more stable production, and an increase in productivity.

Concerning overseas operations, NSSMC focused on deploying management resources in markets showing steady growth in demand and fields where it can apply the strengths of its technology and products, seeking to contribute to self-sufficient production in the countries concerned and increasing the profitability of its own overseas businesses at the same time. Since fiscal 2018, NSSMC has carried out and still continues proceedings for the joint acquisition of EssarSteel India Limited, an integrated blast furnace steelmaker in India, with ArcelorMittal to secure an integrated steelworks base in the growing Asian market. Upon completion of the acquisition, NSSMC and AcelorMittal will be able to capitalize on India’s growing steel demand in the medium- to long-term as a steel manufacturer with an integrated steelworks facility in India.

Ongoing initiatives were also carried out to strengthen the group’s business structure. Nisshin Steel Co., Ltd. was made a wholly-owned subsidiary in January 2019 and the NSSMC Group’s stainless steel business was restructured in April by reorganizing and integrating the stainless steel sheet business and the welded stainless steel pipe business, with the aim of further enhancing the competitiveness of these businesses. In the special steel business, Sanyo Special Steel Co., Ltd. became a subsidiary of NSSMC in March and Ovako AB, a Swedish special steel manufacturer that became a wholly-owned subsidiary of NSSMC last June, was again made into a wholly-owned subsidiary of Sanyo Special Steel. These changes are intended to enhance the technological strength and cost competitiveness of our bearing steel and other special steel products.

The Steelmaking and Steel Fabrication segment expanded the provision of solutions, such as in material development and processing technology, to address increasingly diversified, advanced changes in society and industries. In addition to the development of advanced materials, NSSMC has proposed new potentials for steel in a variety of fields. Examples include NSafe ^TM -AutoConcept, a new concept for next-generation vehicle structures that realizes a reduction in automobile body weight and the enhancement in collision safety by combining parts structure with processing technologies; COR-TEN ^TM , a material with four to eight times the weather resistance of conventional steel, which was adopted in the Second Torii Gate of Izumo Taisha Grand Shrine; and SMart BEAM ^TM , a lightweight welded steel H-beam that achieves a significant reduction in the weight of steel materials, adoption of which is increasing in construction of roadside convenience stores.

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Concerning the promotion of world-leading technology development, at the 65th Okochi Awards, which recognizes outstanding achievements in fields such as production engineering, NSSMC won the Okochi Memorial Production Award for its “development of an ultra-high-tensile material for bridge cables that will reduce impact on the environment.” NSSMC also received two awards at the traditional and prestigious 51st Ichimura Awards, which recognize technical developers who have contributed to progress in science and technology and advancements in industries. Specifically, they were the Ichimura Prize in Industry for Distinguished Achievement for the “development of thick, high-ductility steel plates to improve safety in collisions between boats,” and the Ichimura Prize in Industry against Global Warming for Distinguished Achievement for the “development of high-strength stainless steel for high-pressure hydrogen to accelerate initiatives to achieve a hydrogen society.”

With regard to environmental initiatives, NSSMC has been contributing to the conservation of energy, the reduction of CO ₂ emissions, and the building of a recycling-oriented society. In fiscal 2018 NSSMC achieved a total of three million tons on an accumulated basis of plastic recycling using its method of converting raw chemical materials in coke ovens that was launched in 2000. This has resulted in a reduction of around 9.6 million tons of CO ₂ emissions and prevention of around 12 million cubic meters of waste that would otherwise have been sent to landfills.

Furthermore, NSSMC also continued to strive to reduce raw material and fuel costs and improve production yield, from the perspective of cost reduction, and to seek the understanding and cooperation of its customers in adjusting steel product prices, given the surge in raw material prices and other factors. The Steelmaking and Steel Fabrication segment recorded revenue of ¥5,454.5 billion and business profit of ¥274.6 billion.

Engineering and Construction

Nippon Steel & Sumikin Engineering Co., Ltd. (renamed Nippon Steel Engineering Co., Ltd. as of April 1, 2019) builds and operates plants in the steelworks, environmental and energy fields, and provides total engineering technology worldwide in a variety of fields such as large-scale steel structures in buildings, ultra-high-rise buildings and pipelines. In fiscal 2018, due to a steady stream of orders received in the domestic energy field and the continued solid business environment in the domestic construction and environment-related sectors, the company achieved a high-level of orders similar to that in fiscal 2017. Strict control of project execution led to steady progress toward project completions. As a result, the Engineering and Construction segment recorded revenue of ¥356.7 billion and business profit of ¥9.4 billion.

Chemicals and Materials

Nippon Steel Chemical & Material Co., Ltd. was formed through a merger of two group companies in October 2018. The company continued to perform well in both the domestic and overseas markets with its needle coke, the mainstay of its coal tar chemicals business, due to ongoing demand for graphite electrode materials. In the chemicals business, styrene monomer prices fell briefly due to a price decrease and a weaker supply and demand balance for crude oil, but prices are now on a recovery trend. In the functional materials business, some signs of weakness were seen in sales of materials for smartphones and semiconductors, but steady sales were achieved in resists for LCDs, organic EL materials and metal foils. The composite materials business achieved its record-high sales due to a growth in sales of carbon fiber composite materials for the civil engineering and construction fields, primarily in the areas of repairs and reinforcements. The Chemicals and Materials segment posted revenue of ¥247.0 billion and business profit of ¥25.0 billion.

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System Solutions

NS Solutions Corporation (renamed Nippon Steel Solutions Co., Ltd. as of April 1, 2019) provides advanced solution services and other comprehensive solutions in the planning, configuration, operation, and maintenance of IT systems for clients in a wide range of business fields. During fiscal 2018, against the backdrop of robust system investments stemming mainly from customers’ advanced operational needs, the company’s business environment continued to be favorable. In addition to developing safe, protective solutions at factories and other work sites that make use of IoT technology and developing platforms to analyze data based on AI technology, NS Solutions proceeded proactively in making changings to the company’s systems following the corporate name change to Nippon Steel Corporation and the reorganization of the group. The System Solutions segment recorded revenue of ¥267.5 billion and business profit of ¥26.5 billion.

Revenue and Profit

Consolidated results for fiscal 2018 were mainly affected by natural disasters such as heavy rains and typhoons, an overall cost increase, stemming from a surge in prices of primary raw materials, rises in costs of commodity materials, other material procurement costs, and distribution costs, and by the negative impact of differences in inventory evaluations by NSSMC and its group companies. Meanwhile, in addition to corporate-wide efforts to implement measures to stabilize facilities and operations and the steady execution of cost reduction measures, positive factors included an improvement in steel product prices, driven mainly by a rise in overseas markets, especially in the first half of fiscal 2018, and profit improvement in business segments other than Steelmaking and Steel Fabrication. As a result, NSSMC posted revenue of ¥6,177.9 billion, business profit of ¥336.9 billion and profit for the year attributable to owners of the parent of ¥251.1 billion.

Assets, Liabilities, Equity, and Cash Flows

Consolidated total assets as of March 31, 2019 were ¥8,049.5 billion, an increase of ¥293.3 billion as compared to as of March 31, 2018. This increase was primarily due to a rise in trade and other receivables of ¥136.2 billion, the inventories of ¥167.2 billion and property, plant and equipment of ¥122.8 billion mainly resulting from acquisition of Sanyo Special Steel Co., Ltd. and Ovako AB, which offset a decrease in other financial assets (non-current) of ¥194.9 billion caused by a fair value decrease and sales of investment securities.

Consolidated total liabilities as of March 31, 2019 were ¥4,442.1 billion, an increase of ¥210.9 billion as compared to as of March 31, 2018. This increase was primarily due to a rise in interest-bearing liabilities of ¥211.4 billion, from ¥2,157.7 billion as of March 31, 2018 to ¥2,369.2 billion as of March 31, 2019.

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Consolidated total equity as of March 31, 2019 was ¥3,607.3 billion, an increase of ¥82.4 billion as compared to as of March 31, 2018. This increase was primarily due to profit for the year attributable to owners of the parent of ¥251.1 billion and disposals of treasury stock of 73.3 billion, which offset a decrease in fair value of financial assets measured at fair value through other comprehensive income of ¥86.6 billion, foreign exchange differences on translation of foreign operations of 60.5 billion and dividends of ¥70.7 billion.

As a result, total equity attributable to owners of the parent at the end of fiscal 2018 amounted to ¥3,230.7 billion, and the ratio of interest-bearing debt to total equity attributable to owners of the parent (D/E ratio) was 0.73 times.

Cash flows from operating activities in fiscal 2018 amounted to an inflow of ¥452.3 billion. The main factors were inflows of ¥248.7 billion from profit before income taxes, depreciation and amortization of ¥408.6 billion and adjustment of ¥49.4 billion from losses from reorganization, as well as outflows from an increase in inventories of ¥129.4 billion and income taxes payment of ¥80.8 billion.

Cash flows from investing activities amounted to an outflow of ¥381.8 billion, as outflows from capital investments of ¥438.7 billion, investments in subsidiaries and associates of 38.4 billion such as Sanyo Special Steel Co., Ltd. and Ovako AB, and other items exceeded inflows which included proceeds of ¥87.6 billion from sales of investment securities.

The result was a free cash inflow of ¥70.5 billion in fiscal 2018 (compared to an inflow of ¥122.3 billion in fiscal 2017).

Cash flows from financing activities amounted to an outflow of ¥42.9 billion (compared to an outflow of ¥104.9 billion in fiscal 2017), largely due to the effective increase of interest-bearing debt of ¥134.7 billion after deducting the impact of increase in interest-bearing debt of ¥76.7 billion with the effect of acquisition of Sanyo Special Steel Co., Ltd. and Ovako AB. Other factors included the payment of cash dividends of ¥70.7 billion for the end of fiscal 2017 and 1 ^st half of fiscal 2018.

As a result of these cash flows, cash and cash equivalents at the end of the fiscal year stood at ¥163.1 billion.

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Basic Profit Distribution Policy and the Year-End Dividend Distribution

NSSMC’s basic profit distribution policy is to pay dividends from distributable funds at the end of the first half (interim) and second half (year-end) of the fiscal year, in consideration of the consolidated operating results and such factors as capital requirements for investment and other activities aimed at raising corporate value and performance prospects, while also considering the financial structure of the Company on both consolidated and non-consolidated bases.

The Company has adopted a consolidated annual payout ratio target of around 30% as the benchmark for the “payment of dividends from distributable funds in consideration of the consolidated operating results.”

The level of the first-half dividend is determined based on consideration of interim performance figures and forecasts for the full fiscal year performance.

Concerning dividend distribution, in accordance with the basic profit distribution policy described above, NSSMC paid a dividend of ¥40 per share for the end of the first half (interim). Regarding the fiscal year-end dividend, following the previously stated policy and as announced at the time of third quarter performance result (February 6, 2019), the Company now plans to request the approval of the General Meeting of Shareholders to distribute a year-end dividend payment of ¥40 per share (bringing the dividend for the full year to ¥80 per share and representing a consolidated payout ratio of 28.4%).

(2) Outlook for the Fiscal Year Ending March 31, 2020 (Fiscal 2019)

Outlook for Operations in Fiscal 2019

NSSMC anticipates that the overall global economy will continue to grow moderately, as the government in China has been focusing on implementing various measures to support its economy and the United States is likely to sustain stable economic conditions. The Japanese economy is also expected to maintain its recovery, supported by further improvements in the employment environments.

In Japan, demand for steel and steel market prices are forecast to remain firm. While overseas steel demand and market conditions remain strong at present, there is a risk of economic downturn depending on the success or failure of economic measures by the Chinese government and the direction taken regarding the US-China trade issues. Developments will require close monitoring.

NSSMC is unable at this time to establish reasonably accurate earnings estimates for fiscal 2019. This is due to ongoing initiatives to secure appropriate margins that enable us to sustain business, and the fact that NSSMC is under negotiation with customers regarding possible improvement of steel product prices, in light of the impacts of increased costs, stemming from a rise in prices of primary raw materials as well as rises in costs of commodity materials, other material procurement, and distribution. We will disclose earnings forecasts when reasonable estimates become possible.

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Through the execution of the 2020 Mid-Term Management Plan, the NSSMC Group will continue to forge manufacturing capabilities in its Japanese mother mills while addressing megatrends sparked by major social and industrial changes such as rapid innovation in IT, automakers’ growing need for lighter and stronger vehicles and a shift to electric and other new energy vehicles. NSSMC is also striving to advance towards its aim of being “the best steelmaker with world-leading capabilities” by further improving its capabilities through tireless pursuit of three elements — technological innovation, cost competitiveness, and global reach — and by “creating the value of steel”.

While NSSMC achieved a certain level of consolidated results in fiscal 2018, its non-consolidated results have stayed at a low level in the last few years, and we recognize that we need to rebuild and strengthen our profit base. With many of its steelworks, which began operation during Japan’s postwar high economic growth period, celebrating a 50-year milestone of their operation, and with a generation change under way in its workforce, NSSMC intends to overcome a major structural reform, which may be described as its second foundation stage, and restore its profit base in order to secure appropriate sales prices to secure appropriate margins that enable us to sustain business.

Specifically, in addition to the steady execution of various measures set out in the Mid-Term Management Plan, which are aimed at rebuilding NSSMC’s “strength in manufacturing” and enhancing its “strength in marketing and sales,” we will further enhance asset compression measures and raise the efficiency of capital investment to reinforce the plan, while promoting drastic measures to strengthen our profit base.

In April 2019 the company name was changed to “Nippon Steel Corporation,” this signifies that while inheriting what biologists call “hybrid vigor,” we will move forward and grow in the world market, as a global steelmaker with origins in Japan.

Outlook for Distribution of Dividends for Fiscal 2019

Nippon Steel has not determined a dividend distribution plan for fiscal 2019 due to the inability to establish reasonable earnings forecasts, as stated above. The dividend distribution plan will be disclosed when it becomes available.

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2. Basic Rationale for Selection of Accounting Standards

NSSMC has applied the International Financial Reporting Standards (IFRS) to financial statements for the fiscal year ending March 31, 2018 onwards for purposes such as to increase corporate value through enhancement of global business development and improve international comparability of financial information in capital markets.

The Company has set the date of transition to the IFRS as April 1, 2016 in the Registration Statement on Form F-4 (the “Form F-4”) that the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 2, 2018. The Company has started to prepare its consolidated financial statements by adopting the IFRS since the consolidated fiscal year ending March 31, 2018.

The provisions regarding the first-time adoption, provided in IFRS 1, were adopted to the consolidated financial statements for the consolidated fiscal year ending March 31, 2018 in Form F-4, and the reconciliations from the Japanese GAAP to the IFRS have been prepared for the date of the transition to the IFRS, the consolidated fiscal year ending March 31, 2017, and the consolidated fiscal year ending March 31, 2018.

For this reason, the preparation of the consolidated financial statements for this fiscal year prepared in accordance with the IFRS do not fall under a first-time adoption. Therefore, the Company did not prepare the reconciliations from the Japanese GAAP to the IFRS for this fiscal year, which are required by IFRS 1 to be prepared upon the first-time adoption of the IFRS.

A copy of the registration statement on Form F-4 can be reviewed and obtained on EDGAR, the SEC’s Electric Data Gathering, Analysis, and Retrieval system.

( https://www.sec.gov/Archives/edgar/data/1140471/000119312518316702/0001193125-18-316702-index.htm )

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3. Consolidated Financial Statements and Major Notes

(1) Consolidated Statements of Financial Position

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(2) Consolidated Statements of Profit or Loss and

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(3) Consolidated Statements of Changes in Equity

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(4) Consolidated Statements of Cash-Flows

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(5) Notes to the Consolidated Financial Statements

(Going Concern Assumption)

None

(Changes in Accounting Policies Required by the IFRS)

The Company has adopted IFRS 15 “Revenue from Contracts with Customers” from the fiscal year ended March 31, 2019.

In applying IFRS 15, the Company elected to apply the cumulative effect transition method where the cumulative effect of applying the standard is recognized at the date of initial application. The Company expects that the adoption of the standard had no significant effect on each amount recognized in the consolidated financial statements.

(Segment Information)

1) Summary of reportable segment

The Company engages in the steelmaking and steel fabrication business and acts as the holding company of the Group. The Group has four operating segments determined mainly based on product and service, which are steelmaking and steel fabrication, engineering and construction, chemicals and materials, and system solutions. Each operating segment shares the management strategy of the Group, while conducting its business activities independently from and in parallel with other companies of the Group. The following summary describes the operations of each reportable segment:

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2) Information on the amounts of revenue and profit for reportable segments