SECURITIES AND EXCHANGE COMMISSION FORM 20-F Annual and transition report of foreign private issuers pursuant to sections 13 or 15(d) Filing Date: 2017-06-28 | Period of Report: 2017-03-31 SEC Accession No. 0001193125-17-215521 (HTML Version on secdatabase.com) FILER JXTG Holdings, Inc. Mailing Address Business Address 1-2, OTEMACHI 1-CHOME, 1-2, OTEMACHI 1-CHOME, CIK:1452922| IRS No.: 000000000 | State of Incorp.:M0 | Fiscal Year End: 0331 CHIYODA-KU CHIYODA-KU Type: 20-F | Act: 34 | File No.: 333-164036 | Film No.: 17933691 TOKYO M0 100-8161 TOKYO M0 100-8161 SIC: 1311 Crude petroleum & natural gas 81-3-6257-7075 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission file number: 333-164036 JXTG HOLDINGS KABUSHIKI KAISHA (Exact name of Registrant as specified in its charter) JXTG HOLDINGS, INC. (Translation of Registrants name into English) Japan (Jurisdiction of incorporation or organization) 1-2, Otemachi 1-chome Chiyoda-ku, Tokyo 100-8161 Japan (Address of principal executive offices) Tatsuya Higurashi Group Manager Investor Relations Group Finance & Investor Relations Department 1-2, Otemachi 1-chome Chiyoda-ku, Tokyo 100-8161 Japan Telephone: +81-3-6257-7075 (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act): None Securities registered or to be registered pursuant to Section 12(g) of the Exchange Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Exchange Act: Common stock Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report. As of March 31, 2017, 2,495,486 shares of Common Stock were outstanding. Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933, as amended (the Securities Act). ☐ Yes ☒ No If this report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. ☐ Yes ☒ No NoteChecking the box above will not relieve any registrant required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from its obligations under those sections. Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No Indicate by check mark whether the Registrant submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). ☒ Yes ☐ No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, and emerging growth company in Rule 12b-2 of the Exchange Act. ☐ Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ The term New or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing. U.S. GAAP ☐ International Financial Reporting Standards as issued Other ☐ by the International Accounting Standards Board ☒ If Other has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. ☐ Item 17 ☐ Item 18 If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents TABLE OF CONTENTS Page Certain Defined Terms, Conventions and Presentation of Financial Information i Forward-Looking Statements i PART I 1 Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information on the Company 17 Item 4A. Unresolved Staff Comments 59 Item 5. Operating and Financial Review and Prospects 60 Item 6. Directors, Senior Management and Employees 86 Item 7. Major Shareholders and Related Party Transactions 90 Item 8. Financial Information 91 Item 9. The Offer and Listing 93 Item 10. Additional Information 94 Item 11. Quantitative and Qualitative Disclosures about Market Risk 110 Item 12. Description of Securities Other than Equity Securities 112 PART II 113 Item 13. Defaults, Dividend Arrearages and Delinquencies 113 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 113 Item 15. Controls and Procedures 113 Item 16A. Audit Committee Financial Expert 113 Item 16B. Code of Ethics 113 Item 16C. Principal Accountant Fees and Services 114 Item 16D. Exemptions from the Listing Standards for Audit Committees 114 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 114 Item 16F. Change in Registrants Certifying Accountant 114 Item 16G. Corporate Governance 115 Item 16H. Mine Safety Disclosure 115 PART III Item 17. Financial Statements 115 Item 18. Financial Statements 115 Item 19. Exhibits 115 SIGNATURES 116 Copyright © 2017 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CERTAIN DEFINED TERMS, CONVENTIONS AND PRESENTATION OF FINANCIAL INFORMATION As used in this annual report, unless the context otherwise requires, JXTG Holdings refers to JXTG Holdings, Inc. (or JX Holdings, Inc., as it was formerly known prior to its business integration with TonenGeneral effective as of April 1, 2017) and its subsidiaries and TonenGeneral refers to TonenGeneral Sekiyu K.K. and its subsidiaries (or their businesses which have been integrated into JXTG Holdings). JXTG Nippon Oil & Energy refers to JXTG Nippon Oil & Energy Corporation (or JX Nippon Oil & Energy Corporation, as it was formerly known prior to its merger with TonenGeneral effective as of April 1, 2017). The business integration with TonenGeneral was material to JXTG Holdings business. However, the financial statements of TonenGeneral or pro forma financial information reflecting the business integration with TonenGeneral have not been included in this annual report as Rule 3-05 and Article 11 of Regulation S-X do not apply to annual reports on Form 20-F. Accordingly, this annual report generally contains less information (including but not limited to forward-looking statements) on TonenGeneral than it would if it had included such financial statements. For more information about the business integration with TonenGeneral, see Note 34 to JXTG Holdings audited annual consolidated financial statements included elsewhere in this annual report. The consolidated financial information of JXTG Holdings has been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS), except for certain specifically identified information which was prepared in accordance with accounting principles generally accepted in Japan (Japanese GAAP). Unless otherwise stated or the context otherwise requires, all amounts in such financial statements are expressed in Japanese yen. References in this annual report to yen or ¥ are to Japanese yen and references to U.S. dollar, US$, $, dollar or dollars are to United States dollars. Certain monetary amounts and percentage data included in this annual report have been subject to rounding adjustments for the convenience of the reader. Accordingly, figures shown as totals in certain tables may not be equal to the arithmetic sums of the figures which precede them. The fiscal year ends on March 31 for JXTG Holdings. References to years not specified as being fiscal years are to calendar years. FORWARD-LOOKING STATEMENTS This annual report contains forward-looking statements that are based on the current expectations, assumptions, estimates and projections of JXTG Holdings about its business, industry and markets. These forward-looking statements are covered by the safe harbor created by Section 27A of the Securities Act of 1933, as amended, and can be identified by the use of forward-looking terminology such as may, will, expect, anticipate, estimate, plan or similar words.