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.

1. Consolidated Financial and Operating Results through the Third Quarter of Fiscal 2018

(1) Consolidated Operating Results (Accumulated)

(2) Consolidated Financial Results

2. Dividends

Notes:     Whether the dividends forecasts under review have been revised: Yes

3. Consolidated Financial Forecasts for Fiscal 2018 (April 1, 2018—March 31, 2019)

[Additional Information]

Consolidated Operating Results (Rough figures based on IFRS) through the Third Quarter of Fiscal 2018(Accumulated)

(April 1, 2018—December 31, 2018)

(1) Changes in significant subsidiaries during the period: None

(2) Adoption of special accounting methods for preparation of quarterly consolidated financial statements: Yes

(3) Changes in accounting principles, changes in accounting estimates, and retrospective restatements

 (a) Changes in accounting principles accompanying revisions in accounting standards: Yes

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

 (c) Changes in accounting estimates: None

 (d) Retrospective restatements: None

(4) Number of shares issued (common shares)

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

 (c) Average number of shares issued during the term (accumulated)

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Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

1. Qualitative Information for the Third Quarter of Fiscal 2018

(1) Explanation of Operating Results

Global and Domestic Economic Conditions in the Third Quarter of Fiscal 2018

The global economy as a whole maintained modest growth. While China’s economic growth slowed down, the economy of the United States remained strong and the economies of emerging countries in general remained firm.

The Japanese economy continued to recover moderately, as indicated by further improvements in the employment and income environments and increased capital investment.

Steelmaking and Steel Fabrication

In the Steelmaking and Steel Fabrication segment, domestic steel demand remained solid, especially for shipments to the automotive sector, and overseas steel demand as a whole was on a rising trend. In the domestic steel markets, prices were at a generally high level against a background of stable demand, while prices declined in the overseas markets in the third quarter of fiscal 2018, due to uncertainty over China’s economic outlook. Amid such operating conditions, although natural disasters, including heavy rainfall and typhoons, as well as a difference in inventory valuation by NSSMC and its Group companies somewhat affected performance, NSSMC continued to work on initiatives to secure appropriate sales prices to maintain continuity in supply. These efforts included adjusting steel product prices to reflect rises in prices of auxiliary materials, such as scrap and alloys, other material procurement costs, and distribution costs. The segment also made steady progress in cost improvement measures. As a result, compared to the same third quarter of fiscal 2017, the Steelmaking and Steel Fabrication segment recorded an increase in net sales to ¥3,987.0 billion, and an increase in ordinary profit to ¥212.5 billion.

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Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

Engineering and Construction

Nippon Steel & Sumikin Engineering Co., Ltd. experienced gradually improving business conditions due to the resumption of capital investments by some overseas steel manufacturers and other factors. In addition, the business environment in Japan surrounding the construction and environment-related sectors remained favorable, and steady progress toward project completions was made due to strict control of project execution. As a result, compared to the same third quarter of fiscal 2017, the Engineering and Construction segment recorded an increase in net sales to ¥253.7 billion, and an increase in ordinary profit to ¥5.2 billion.

Chemicals and Materials

Nippon Steel Chemical & Material Co., Ltd. (which was established in October 2018 following the merger of Nippon Steel & Sumikin Chemical Co., Ltd. and Nippon Steel & Sumikin Materials Co., Ltd.) experienced a high level of market prices for mainstay needle coke in the coal tar chemicals business against a background of tight supply and demand conditions. In the functional materials business, overall sales remained firm based on favorable sales of resists for LCDs and metal foils for suspension materials despite signs of weakness seen in sales of circuit board materials for smartphones and other devices. The composite materials business continued to generate robust sales of both epoxy resins for electronic materials and carbon fiber composite materials for the civil engineering and construction sectors. In the chemicals business, prices for styrene monomer declined against the backdrop of lower crude oil prices and a weakening supply and demand balance. As a result, compared to the same third quarter of fiscal 2017, the Chemicals and Materials segment posted an increase in net sales to ¥191.0 billion, and an increase in ordinary profit to ¥20.6 billion.

System Solutions

NS Solutions Corporation 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 the period under review, 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, NS Solutions proceeded proactively in developing safe, protective solutions at factories and other work sites that make use of IoT technology, and developed platforms to analyze data based on AI technology. As a result, compared to the same third quarter of fiscal 2017, the System Solutions segment recorded an increase in net sales to ¥187.2 billion, and an increase in ordinary profit to ¥18.0 billion.

Sales and Profit for the Third Quarter of Fiscal 2018

Compared to the same period of fiscal 2017, NSSMC posted growth in both sales and profit: net sales increased to ¥4,519.1 billion; operating profit to ¥150.7 billion; ordinary profit to ¥253.2 billion; and profit attributable to owners of parent to ¥231.6 billion. Please note that the NSSMC Group will voluntarily apply International Financial Reporting Standards (IFRS) beginning with the fiscal year ending March 31, 2019. Based on IFRS, NSSMC’s consolidated revenue is estimated to amount to ¥4,570.0 billion, business profit to ¥260.0 billion, and profit attributable to owners of parent to ¥200.0 billion for the third-quarter of this fiscal year.

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Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

(2) Explanation of Information on Future Estimates, Including Consolidated Earnings Forecasts

Consolidated Earnings Forecasts

NSSMC anticipates that the overall global economy will continue to grow moderately despite concerns about a slowdown in China’s economy, as the United States is likely to sustain stable economic conditions and the government in China has been focusing on implementing various measures to support its economy.

The Japanese economy is also expected to maintain its recovery, supported by further improvements in the employment and income environments.

In Japan, demand for steel and steel market prices are forecast to remain firm. While overseas steel demand and market conditions are becoming more uncertain mainly due to intensifying US-China trade friction and the slowdown in the Chinese economy, which partly stems from the former, market prices have recently appeared to stop declining and some impacts can be anticipated from the Chinese government’s economic stimulus measures. Developments will require close monitoring.

Amid such operating conditions, the consolidated business performance for the full year of fiscal 2018 will be substantially affected by a decline in production and shipment caused by operation and equipment troubles, including deterioration in the No. 5 blast furnace operation at the Wakayama Works, as well as by the decline in overseas steel prices in the third quarter of fiscal 2018. The Company is now expecting business profit of ¥330.0 billion (based on IFRS), which is ¥20.0 billion less than the amount forecasted at the second-quarter earnings announcement (November 2, 2018). NSSMC plans to switch from Wakayama’s No. 5 blast furnace to No. 2 blast furnace and will strive to ensure the smooth start-up, scheduled to start in the middle of February. NSSMC will continue to maximize group-wide management initiatives through initiatives including (a) implementing measures to stabilize equipment use and operations; (b) securing appropriate sales prices to maintain continuity in supply, which includes adjusting steel product prices to take account of surges in prices of auxiliary materials, such as scrap and alloys, other material procurement costs, and distribution costs; and (c) making steady progress in cost improvement measures.

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.

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Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

Regarding the dividend from retained earnings for the end of the fiscal year, the Company had not determined a dividend distribution plan at the second quarter earnings announcement (November 2, 2018). However, in accordance with the policy described above and after giving due consideration to full-year forecasts, the Company now plans to pay a dividend of ¥40 per share (bringing the dividend for the full year to ¥80 per share and representing a consolidated payout ratio of approximately 31% (based on IFRS)).

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6

Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

(2) Quarterly Consolidated Statements of Operations and

8

Nippon Steel & Sumitomo Metal Corporation (5401)

The Third Quarter of Fiscal 2018

(3) Notes on Quarterly Consolidated Financial Statements

(Notes on Going Concern Assumption)

None

(Notes in Case of Significant Changes to Shareholders’ Equity)

None

(Adoption of Special Accounting Methods for the Preparation of Quarterly Consolidated Financial Statements)

The Company reasonably estimated the effective tax rate following application of tax-effect accounting on profit before income taxes for the consolidated fiscal year, which includes the quarterly period under review, and applied this percentage to quarterly profit before income taxes to determine income taxes.

(Changes in Accounting Principles, Changes in Accounting Estimates, and Retrospective Restatements)

At the beginning of the first quarter of fiscal 2018, the Company adopted the “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)

The application of this practical solution had no effect on the quarterly consolidated financial statements for the first half of fiscal 2018.

9

Nippon Steel & Sumitomo Metal Corporation (5401)

February 6, 2019

Nippon Steel & Sumitomo Metal Corporation

Code Number: 5401

Listings: Tokyo, Nagoya, Sapporo and Fukuoka Stock Exchanges

Contact: Fumiaki Ohnishi, General Manager, Public Relations Center-Tel: +81-3-6867-2130

2. Inventory Volume

- 1 -

Nippon Steel & Sumitomo Metal Corporation

NSSMC

3. Pig Iron Production

Including Hokkai Iron & Coke Co., Ltd. and Nippon Steel & Sumikin Koutetsu Wakayama Corporation* ¹

4. Crude Steel Production

(Consolidated basis (The Company and its consolidated subsidiaries))

(Non-consolidated basis)

Including Nippon Steel & Sumikin Koutetsu Wakayama Corporation* ¹

5. Steel Products Shipment

Including Nippon Steel & Sumikin Koutetsu Wakayama Corporation* ¹

6. Average Price of Steel Products

Weighted average of the Company and Nippon Steel & Sumikin Koutetsu Wakayama Corporation* ¹

- 2 -

Nippon Steel & Sumitomo Metal Corporation

7. Export Ratio of Steel Products (Value basis)

Weighted average of the Company and Nippon Steel & Sumikin Koutetsu Wakayama Corporation* ¹

8. Foreign Exchange Rate

9. Amount of Capital Expenditure and Depreciation

(Consolidated basis)

- 3 -

Announcement of Revision in Forecasts for Dividend

The Board of Directors of Nippon Steel & Sumitomo Metal Corporation (“the Company”) held on February 6, 2019 has decided to revise the forecasts for year-end dividend from retained earnings as follows.

1. Reason for the Revision

When the first half results were announced on November 2, the Company had not determined a year-end dividend distribution amount for the current fiscal year ending March 31 2019. In accordance with the basic profit distribution policy described previously announced, after due consideration of the earnings forecasts for the year and other factors, the Company intends to distribute a dividend of ¥40 per share at the end of the second half (year-end). This would bring the full-year dividend distribution amount to ¥80 per share, representing a consolidated dividend payout ratio of approximately 31% (based on IFRS).

2. Details for the Revision

February 6, 2019

To Whom It May Concern,

Notice Regarding the Execution of a Basic Integration Agreement for the Integration of the Stainless Steel Sheet Businesses of Nippon Steel & Sumitomo Metal Corporation, Nisshin Steel Co., Ltd. and Nippon Steel & Sumikin Stainless Steel Corporation, and the Execution of a Company Split (Simplified Absorption-Type Split) Agreement Between Nippon Steel & Sumitomo Metal Corporation and Nippon Steel & Sumikin Stainless Steel Corporation

Nippon Steel & Sumitomo Metal Corporation (“ NSSMC ”) and its group companies, Nisshin Steel Co., Ltd. (“ Nisshin Steel ”) and Nippon Steel & Sumikin Stainless Steel Corporation (“ NSSC ”), pursuant to the Basic Agreement regarding the Integration of the Stainless Steel Sheet Business executed as of May 16, 2018, resolved at their respective board of directors’ meetings held today to integrate the stainless steel sheet business of the NSSMC Group (the “ Integration ”) in order to maximize synergies in the NSSMC Group’s stainless steel business at an early stage, by having NSSC succeed a part of the special stainless steel strip business of NSSMC and the stainless steel sheet business of Nisshin Steel, effective April 1, 2019, and entered into the Basic Integration Agreement regarding the Integration as of today.

Additionally, NSSMC and NSSC, at their respective board of directors’ meetings, resolved to have NSSC succeed a part of NSSMC’s special stainless steel strip business (excluding pure nickel, nickel alloy and clad steel business) (the “ Subject of Business Succession ”) by way of an absorption-type company split (the “ Company Split ”), effective April 1, 2019, wherein NSSMC will be the split company and NSSC will be the successor company, and entered into the Company Split Agreement (the “ Company Split Agreement ”) as of today.

1

As the Company Split is a company split wherein NSSC, a wholly owned subsidiary of NSSMC is the successor company, some disclosure details have been omitted.

The details of the foregoing resolutions are announced as follows.

NSSMC, Nisshin Steel and NSSC, since Nisshin Steel became a subsidiary of NSSMC in March 2017, have proceeded to develop their alliance and complement each other’s respective stainless steel businesses in the areas of production, sale and procurement. However, in order to respond to harsh business circumstances such as the substantial over-supply in Asian markets and future changes in social and industrial structure, and to further develop and grow, NSSMC, Nisshin Steel and NSSC reached the conclusion that it is imperative that they work toward the maximization of synergies by uniting forces in the stainless steel sheet business of the NSSMC Group, sharing and expanding the respective strengths of the three companies, and addressing their weaknesses.

NSSMC, Nisshin Steel and NSSC have, at this time, agreed to integrate the stainless steel sheet business of each company, effective April 1, 2019, aiming for future growth and development by creating further synergies as follows: by bringing together management resources for the stainless steel sheet business cultivated so far by each company, integrating respective business strategies, creating value for customers not only through more efficient organizational and operational systems but also by providing optimal products and processing technology/services, facilitating world-leading technical developments, thoroughly pursuing best practices, and building a framework of optimal production systems.

The three companies, namely NSSMC, Nisshin Steel and NSSC, have agreed to have NSSC succeed a part of the special stainless steel strip business (excluding pure nickel, nickel alloy and clad steel business) contained within NSSMC’s special stainless steel business (steel sheets and shaped steel), by way of an absorption-type company split wherein NSSMC will be the split company and NSSC will be the successor company; and have NSSC succeed the stainless steel sheet business (including the strip and steel plate businesses) contained within Nisshin Steel’s stainless steel business (steel sheets, steel pipes and tubes), by way of an absorption-type company split wherein Nisshin Steel will be the split company and NSSC will be the successor company, effective April 1, 2019.

2

An absorption-type split wherein NSSMC will be the split company and NSSC will be the successor company.

As NSSC is a wholly-owned subsidiary of NSSMC, there will be no allocation of the shares or other assets to NSSMC in conjunction with the Company Split.

Not applicable.

There will be no change in NSSMC’s stated capital as a result of the Company Split.

NSSC will succeed from NSSMC the contractual positions and intellectual property rights relating to the Subject of Business Succession and the rights and obligations attached thereto (however, excluding the receivables and payables incurred for causes occurring prior to the effective date).

NSSMC believes that all liabilities incurred by NSSMC and NSSC can be performed even on and after the effective date of the Company Split.

3

(In millions of yen unless otherwise specified)

4

Sales of special stainless steel strip products (excluding pure nickel, nickel alloy and clad steel)

Contractual positions (commercial rights, intellectual property rights, etc.) relating to the special stainless steel strip business (excluding pure nickel, nickel alloy and clad steel business)

Given that the Company Split is a company split between NSSMC and NSSC, a wholly owned subsidiary of NSSMC, the effects of the Company Split on the results of NSSMC are expected to be negligible.

End

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February 6, 2019

Nippon Steel & Sumitomo Metal Corporation

Nisshin Steel Co., Ltd.

Nippon Steel & Sumikin Stainless Steel Corporation

Conclusion of integrated basic agreement on integration of stainless steel sheet businesses

To achieve the timely and utmost synergy of the stainless steel business of the NSSMC Group, Nippon Steel & Sumitomo Metal Corporation (hereinafter referred to as “NSSMC”), Nisshin Steel Co., Ltd. (hereinafter referred to as “Nisshin Steel”) and Nippon Steel & Sumikin Stainless Steel Corporation (hereinafter referred to as “NSSC”) concluded a basic agreement on May 16, 2018 to enable NSSC to succeed a part of the steel sheet business among NSSC special stainless steel business (steel sheets, shaped steel) and the steel sheet business among Nisshin Steel stainless steel business (steel sheets, steel pipes and tubes) (hereinafter referred to as “this integration”), and have been proceeding with the investigation to date based on the said basic agreement.

Then on January 1, 2019, since Nisshin Steel became a wholly-owned subsidiary of NSSMC (hereinafter “wholly-owned subsidiary of NSSMC”), we today concluded an integrated basic agreement between the three companies concerning this integration on April 1, 2019, and thus hereby report the details below.

1.       Purpose of this integration

Since Nisshin Steel became a wholly-owned subsidiary of NSSMC in March 2017, NSSMC, Nisshin Steel and NSSC have been promoting cooperation and mutual understanding in each field of manufacturing, sales, procurement, etc. of the stainless steel business. However, in order to deal with the harsh business environment such as significant oversupply in Asian markets and future changes in social and industrial structures, and achieve development and growth, we have concluded that there is an urgent need to handle the maximization of synergy through assembling the collective efforts of the stainless steel business of the NSSMC Group, sharing and expanding the strengths of the three companies, and reinforcing the weaknesses.

NSSMC, Nisshin Steel and NSSC have now decided to integrate each stainless steel business on April 1, 2019 by gathering the management resources for the stainless steel business fostered by each company, integrating the corporate strategy, and through not only the promotion of efficiency of the organizational and operating structure, but the creation of customer values by providing on-target products, application processing technology and services, the promotion of our world-leading technical development, the thorough pursuit of best practices and the building of an optimum production facility system, thereby constructing further synergy and promoting future growth and development.

Setting April 1, 2019 as the date of entry into force, the three companies, NSSMC, Nisshin Steel and NSSC, use the company split method to make NSSMC a split company and NSSC a succeeding company, and have NSSC succeed part of the special stainless steel sheet business (excluding pure nickel/nickel alloy and clad steel sheet business) of NSSMC special stainless steel businesses (steel sheets, shaped steel). They also use the company split method of making Nisshin Steel a split company and NSSC as a succeeding company, and have NSSC succeed the stainless steel sheet business (including steel sheet and steel plate business) of Nisshin Steel stainless steel businesses (steel sheets, steel pipes and tubes).

(Contacts for inquiries)

         NSSMC Public Relations Center       Tel.03-6867-2135, 2146, 2977, 3419

         Nisshin Steel, General Administration Dept., Secretary/ Public Relations Team       Tel.03-3216-5566

         NSSC Planning Dept.                         Tel.03-6841-4853