Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

FORM 6-K

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of ~~September~~October 2019

Commission File Number: 333-228135

NIPPON STEEL CORPORATION

(Translation of registrant’s name into English)

6-1, Marunouchi 2-chome

Chiyoda-ku, Tokyo 100-8071

Japan

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Information furnished on this form:

EXHIBIT

ExhibitNumber 1. Press release, dated ~~September~~October 63, 2019, announcing ~~determination~~merger of(simplified ~~terms~~merger) ~~and~~with ~~conditions~~Nippon ~~for~~Steel ~~public~~Nisshin ~~hybrid~~Co., ~~bonds (public subordinated bonds)~~Ltd.

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.

LOGO

~~September 6,~~(Translation) ~~2019~~

~~Nippon~~October ~~Steel~~3, ~~Corporation~~2019

~~Notice~~To ~~Regarding~~Whom ~~Determination~~It ofMay ~~Terms~~Concern, ~~and Conditions for Public Hybrid Bonds~~

(Public Subordinated Bonds)


		Company Name:		Nippon Steel Corporation
		Representative:		Eiji Hashimoto,
				Representative Director and President
		Stock listing:		First Section of Tokyo Stock Exchange, and Nagoya, Fukuoka and Sapporo Stock Exchanges
		Code Number:		5401
		Contact:		Fumiaki Onishi, General Manager,
				Public Relations Center
		Telephone:		+81-3-6867-2135, 2146, 2977, 3419

~~As previously~~Notice ~~released~~Regarding onMerger ~~August 1, 2019, Nippon Steel Corporation~~ (~~“Nippon~~Simplified ~~Steel”~~Merger) ~~hereby announces that today it determined the terms and conditions for the issue of the public hybrid bonds (the “Bonds”)~~ with ~~the total issue amount of 300 billion yen.~~ Nippon Steel ~~filed~~Nisshin ~~today~~Co., ~~a shelf registration supplement with the Director-General of the Kanto Local Finance Bureau~~Ltd. ~~The details are as follows:~~

1. Series name	Nippon Steel Corporation 1st Unsecured Subordinated Bonds with interest deferrable clause and early redemption option	Nippon Steel Corporation 2nd Unsecured Subordinated Bonds with interest deferrable clause and early redemption option	Nippon Steel Corporation 3rd Unsecured Subordinated Bonds with interest deferrable clause and early redemption option
2. Total amount of issue	JPY 70 billion	JPY 30 billion	JPY 200 billion
3. Denomination of each bond	JPY 100 million
4. Application of Act on Book-Entry Transfer of Company Bonds, Shares, etc.	The Bonds are subject to the Act on Book—Entry Transfer of Company Bonds, Shares, etc. pursuant to Article 66, Paragraph 2 of the Act. Certificates of the Bonds may not be issued except for the cases provided under Article 67, Paragraph 2 of the same Act.
5. Initial interest rate	0.71% per annum (Note 1)	0.93% per annum (Note 2)	1.24% per annum (Note 3)
6. Maturity date	September 12, 2079
7. Offering period	September 6, 2019
8. Payment date	September 12, 2019
9. Method of offering	Public offering
10. Method of redemption	(1) Bullet maturity (2) Early redemption (3) Retirement by purchase
11. Early redemption (Note 4)	Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2024, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit.	Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2026, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit.	Early redemption may be made at Nippon Steel’s discretion on each interest payment date from September 12, 2029, or on or after September 12, 2019 for reasons attributable to occurrence and continuation of changes in the taxation system or in equity credit.
12. Collateral	The Bonds are not secured or guaranteed. There are no assets reserved as security for the Bonds.
13. Financial covenants	No financial covenants are provided for the Bonds.
14. Subordination	In terms of liquidation, bankruptcy, reorganization and rehabilitation proceedings, and similar proceedings under laws other than Japanese laws, the Bonds are subordinate to Nippon Steel’s ordinary debts and superior to Nippon Steel’s common shares.
15. Interest payment date	March 12 and September 12 of each year
16. Deferral of interest payment	Nippon Steel may, at its discretion, defer all or part of interest payment. (Mandatory payment clause provided)
17. Ratings	A- (Rating and Investment Information, Inc.) A (Japan Credit Rating Agency, Ltd.)
18. Equity credit	Class 3; equity credit 50 (Rating and Investment Information, Inc.) Intermediate; 50% (Japan Credit Rating Agency, Ltd.) Intermediate equity credit; 50% (S&P Global Ratings Japan Inc.)
19. Book-entry transfer institution	Japan Securities Depository Center, Inc.
20. Fiscal agent	MUFG Bank, Ltd.	Mizuho Bank, Ltd.	Sumitomo Mitsui Banking Corporation

Nippon Steel Corporation (the “Company”) resolved, at the meeting of the Board of Directors held today, to implement a merger (the “Merger”) between the Company and its wholly owned subsidiary Nippon Steel Nisshin Co., Ltd. (“NSN”), in which the Company will be the surviving company and NSN will be the absorbed company, effective as of April 1, 2020.

Since the Merger is a simplified merger with a wholly owned subsidiary, certain disclosure items and details are omitted.

1.	Purpose of the Merger

The Company made NSN into its subsidiary in March 2017, and has strived to maximize the effects of synergies by mutually utilizing management resources of both companies, while making the most of the strengths of each company, and has consistently achieved results in areas such as sales alliances, mutually flexible production, and developments of best practices in technology. In January 2019, the Company converted NSN into its wholly owned subsidiary, thereby establishing a structure oriented toward integrated operations that allow for swifter and more flexible responses in implementing intercompany measures, including those for pursuit of an optimized production system and business restructuring of group companies, in order to realize even greater synergies.

In the current fiscal year, however, the environment surrounding the steel making industry is rapidly deteriorating. In addition to a significant deterioration in the Company’s own business conditions, NSN, which is in the same industry as the Company (blast furnace steelmaking and steel sheet business), is likewise experiencing very harsh business conditions. In order to overcome this situation, it is necessary for the Nippon Steel Group to proceed with the urgent consideration and implementation of measures to pursue even greater total optimization.

Furthermore, in the context of a series of accidents and emergencies that have occurred at NSN since last year, an even greater level of integrated operations with the Company is becoming necessary from the perspectives of maintaining customer relationships and securing stable supply of products. Taking these circumstances into account, after consideration by both companies, the decision has been made to merge, forming an organizational structure for agile response aimed at strengthening competitiveness.

2.	Outline of the Merger

(1)

Schedule


Resolution of the Board of Directors on the Merger (the Company):				October 3, 2019
Execution date of the merger agreement:				October 3, 2019
Effective date of the Merger:				April 1, 2020 (planned)

Note 1:		A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2024, and variable interest rates from the day after September 12, 2024. (“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2044.)
Note 2:		A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2026, and variable interest rates from the day after September 12, 2026. (“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2046.)
Note 3:		A fixed interest rate will be applied from the day after September 12, 2019 to September 12, 2029, and variable interest rates from the day after September 12, 2029. (“Step-up interest rates” will be applied from the day after September 12, 2029 and the day after September 12, 2049.)
Note 4:		In the case of early redemption or retirement by purchase of the Bonds, Nippon Steel expects to refinance with financial instruments that would be recognized by credit rating agencies as equivalent to the Bonds in terms of equity credit. However, in any of the cases described in the section of the shelf registration supplements, “Regarding Restrictions concerning Refinancing upon Early Redemption and Retirement by Purchase of the Bonds” under “Special matters to be stated concerning the public offering or secondary distribution .” Nippon Steel may not make such a refinancing.

Since the Merger falls under a simplified merger as set forth in Article 796, Paragraph 2 of the Companies Act for the Company, and a short-form merger as set forth in Article 784, Paragraph 1 of the Companies Act for NSN, neither the Company nor NSN will hold a general meeting of shareholders for approval of the merger agreement.

~~Note: This press release has been prepared for the sole purpose of publicly announcing Nippon Steel Corporation’s issue of hybrid bonds~~ (~~subordinated bonds~~2), ~~not~~Method ~~for the purpose~~ of ~~soliciting investments or performing any similar act. This document does not constitute an offer to sell or~~ the solicitation of an offer to purchase securities for sale in the United States. Nippon Steel Corporation has not registered and will not register the hybrid bonds under the U.S. Securities Act of 1933 (the “U.S. Securities Act”). No offer or sale of the hybrid bonds in the United States may be made absent registration or an applicable exemption from the registration requirements under the U.S. Securities Act. This document is concerned with Nippon Steel Corporation’s issue of hybrid bonds in Japan, and no securities will be offered or sold in the United States. Merger

~~For~~The ~~inquiries~~Merger is an absorption-type merger in which the Company will be the surviving company and NSN will be the absorbed company. Upon the Merger, NSN will be dissolved.

~~Public~~(3) ~~Relations~~Details ~~Center~~of ~~Tel.:~~Allotment ~~+81-3-6867-2135,~~in ~~2146,~~Relation ~~2977,~~to ~~3419~~ the Merger

Since this is a merger with the Company’s wholly owned subsidiary, no allotment of shares or other consideration will be made.

(4)	Treatment of Stock Acquisition Rights and Bonds with Stock Acquisition Rights

NSN has not issued stock acquisition rights or bonds with stock acquisition rights.

3.	Overview of the Companies Involved in the Merger

(1)	The Company


(i) Name	Nippon Steel Corporation
(ii) Location of head office	6-1, Marunouchi 2-chome, Chiyoda-ku, Tokyo
(iii) Name and title of representative	Eiji Hashimoto, Representative Director and President
(iv) Business operations	Steelmaking and steel fabrication, engineering, chemicals and materials, and system solutions
(v) Paid-in capital	¥419,524 million
(vi) Date of establishment	April 1, 1950
(vii) Number of shares issued	950,321,402 shares
(viii)Fiscal year-end	March 31
(ix) Major shareholders and percentage of ownership (as of March 31, 2019)	Japan Trustee Services Bank, Ltd. (Trust Account)	5.2%
	The Master Trust Bank of Japan, Ltd. (Trust Account)	5.1%
	Nippon Life Insurance Company	2.7%
	Japan Trustee Services Bank, Ltd. (Trust Account 5)	2.0%
	Japan Trustee Services Bank, Ltd. (Trust Account 9)	1.8%
	Sumitomo Corporation	1.8%
	Sumitomo Mitsui Banking Corporation	1.6%
	Meiji Yasuda Life Insurance Company	1.5%
	MUFG Bank, Ltd.	1.5%
	JP MORGAN CHASE BANK 385151	1.4%
(x) Results of operations and financial position for the immediately preceding fiscal year (consolidated, IFRS)
Fiscal year	Fiscal year ended March 31, 2019
Total equity	¥3,607,367 million
Total assets	¥8,049,528 million
Total equity per share attributable to owners of the parent	¥3,509.72
Revenue	¥6,177,947 million
Business profit (*)	¥336,941 million
Operating profit	¥265,111 million
Profit before income taxes	¥248,769 million
Profit attributable to owners of the parent	¥251,169 million
Basic earnings per share	¥281.77

(*)

Business profit indicates the results of sustainable business activities, and is an important measure to compare and evaluate the Company’s consolidated performance continuously. It is defined as being deducted Cost of sales, Selling general and administrative expenses and Other operating expenses from Revenue, and added Share of profit in investments accounted for using the equity method and Other operating income. Other operating income and expenses is composed mainly of Dividend income, Foreign exchange gains or losses, Loss on disposal of fixed assets.

(2)

NSN


(i) Name		Nippon Steel Nisshin Co., Ltd.
(ii) Location of head office		4-1 Marunouchi 3-chome, Chiyoda-ku, Tokyo
(iii) Name and title of representative		Kinya Yanagawa, President & CEO and Representative Director
(iv) Business operations		Steelmaking business (manufacture and sale of steel products)
(v) Paid-in capital		¥30,000 million
(vi) Date of establishment		October 1, 2012
(vii) Number of shares issued		109,766,313 shares
(viii)Fiscal year-end		March 31
(ix) Major shareholders and percentage of ownership		The Company 100%
(x) Results of operations and financial position for the immediately preceding fiscal year (non-consolidated, JGAAP)
Fiscal year		Fiscal year ended March 31, 2019
Net assets		¥146,323 million
Total assets		¥568,901 million
Net assets per share		¥1,333.05
Net sales		¥464,285 million
Operating profit (loss)		¥(10,193) million
Ordinary profit (loss)		¥(4,099) million
Profit		¥2,887 million
Earnings per share		¥26.30

4.	Situation after the Merger

There will be no changes in the Company’s trade name, location of head office, name and title of representative, business operations, paid-in capital or fiscal year-end as a result of the Merger.

5.	Future Outlook

Since this is a merger with the Company’s wholly owned subsidiary, the impact of the Merger on the Company’s consolidated results will be immaterial.

(Reference) Consolidated Financial Results Forecasts for Fiscal 2019 (released on August 1, 2019) and Consolidated Financial Results for Fiscal 2018


	Revenue (Millions of yen)		Business profit (Millions of yen)		Profit attributable to owners of the parent (Millions of yen)		Basic earnings per share (Yen)
Fiscal 2019 Forecast (April 1, 2019 to March 31, 2020)		—		150,000		—		—
Fiscal 2018 Results (April 1, 2018 to March 31, 2019)		6,177,947		336,941		251,169		281.77

NIPPON STEEL CORPORATION

Date: September 9, 2019

/s/ Kazumasa Shinkai

Date: October 3, 2019

/s/ Kazumasa Shinkai

Kazumasa Shinkai

Executive Officer, Head of General Administration Division

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