POSCO
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#1257
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โ‚ฌ15.14 B
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50,02ย โ‚ฌ
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Change (1 year)

POSCO - 20-F annual report


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As filed with the Securities and Exchange Commission on June 29, 2009
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
 
   
(Mark One)  
 
o
 REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 2008
OR
o
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o
 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
  For the transition period from          to          
 
Commission file number 1-13368
POSCO
(Exact name of Registrant as specified in its charter)
 
   
POSCO The Republic of Korea
(Translation of Registrant’s name into English) (Jurisdiction of incorporation or organization)
 
POSCO Center, 892 Daechi-4-dong, Gangnam-gu
Seoul, Korea135-777
(Address of principal executive offices)
 
Park, Sung-Jin
POSCO Center, 892 Daechi-4-dong, Gangnam-gu,
Seoul, Korea135-777
Telephone: +82-2-3457-0428;E-mail:sjp0428@posco.com; Facsimile: +82-2-3457-1982
(Name, telephone,e-mailand/or facsimile number and address of company contact person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act.
 
   
Title of Each Class
 
Name of Each Exchange on Which Registered
American Depositary Shares, each representing
one-fourth of one share of common stock
 New York Stock Exchange, Inc.
Common Stock, par value Won 5,000 per share* New York Stock Exchange, Inc.*
 
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None

As of December 31, 2008, there were 76,569,916 shares of common stock, par value Won 5,000 per share, outstanding
(not including 10,616,919 shares of common stock held by the company as treasury shares)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o
 
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 Securities Exchange Act of 1934.  Yes o     No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 þ     No o
 
Indicate by check mark whether the registrant has 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 ofRegulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o     No o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer þ Accelerated filer o Non-acceleratedfiler o
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.  U.S. GAAP o     IFRS o     Other þ
 
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 o     Item 18 þ
 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2of the Exchange Act).  Yes o     No þ
 
 
*Not for trading, but only in connection with the registration of the American Depositary Shares.
 


Table of Contents

 
TABLE OF CONTENTS
 
         
GLOSSARY  1 
    
PART I  2 
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISORS  2 
  Item 1.A. Directors and Senior Management  2 
  Item 1.B. Advisers  2 
  Item 1.C. Auditors  2 
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE  2 
  Item 2.A. Offer Statistics  2 
  Item 2.B. Method and Expected Timetable  2 
ITEM 3. KEY INFORMATION  2 
  Item 3.A. Selected Financial Data  2 
  Item 3.B. Capitalization and Indebtedness  4 
  Item 3.C. Reasons for Offer and Use of Proceeds  4 
  Item 3.D. Risk Factors  5 
ITEM 4. INFORMATION ON THE COMPANY  14 
  Item 4.A. History and Development of the Company  14 
  Item 4.B. Business Overview  14 
  Item 4.C. Organizational Structure  28 
  Item 4.D. Property, Plants and Equipment  28 
ITEM 4A. UNRESOLVED STAFF COMMENTS  30 
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS  30 
  Item 5.A. Operating Results  30 
  Item 5.B. Liquidity and Capital Resources  40 
  Item 5.C. Research and Development, Patents and Licenses, Etc.   46 
  Item 5.D. Trend Information  46 
  Item 5.E. Off-balance Sheet Arrangements  46 
  Item 5.F. Tabular Disclosure of Contractual Obligations  46 
  Item 5.G. Safe Harbor  46 
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES  47 
  Item 6.A. Directors and Senior Management  47 
  Item 6.B. Compensation  50 
  Item 6.C. Board Practices  50 
  Item 6.D. Employees  51 
  Item 6.E. Share Ownership  52 
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS  54 
  Item 7.A. Major Shareholders  54 
  Item 7.B. Related Party Transactions  54 
  Item 7.C. Interests of Experts and Counsel  54 
ITEM 8. FINANCIAL INFORMATION  54 
  Item 8A. Consolidated Statements and Other Financial Information  54 
  Item 8B. Significant Changes  55 


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ITEM 9. THE OFFER AND LISTING  55 
  Item 9.A. Offer and Listing Details  55 
  Item 9.B. Plan of Distribution  58 
  Item 9.C. Markets  58 
  Item 9.D. Selling Shareholders  63 
  Item 9.E. Dilution  63 
  Item 9.F. Expenses of the Issuer  63 
ITEM 10. ADDITIONAL INFORMATION  63 
  Item 10.A. Share Capital  63 
  Item 10.B. Memorandum and Articles of Association  63 
  Item 10.C. Material Contracts  67 
  Item 10.D. Exchange Controls  67 
  Item 10.E. Taxation  71 
  Item 10.F. Dividends and Paying Agents  76 
  Item 10.G. Statements by Experts  76 
  Item 10.H. Documents on Display  76 
  Item 10.I. Subsidiary Information  76 
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  76 
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES  78 
  Item 12.A. Debt Securities  78 
  Item 12.B. Warrants and Rights  78 
  Item 12.C. Other Securities  78 
  Item 12.D. American Depositary Shares  78 
    
PART II  78 
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES  78 
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS  78 
ITEM 15. CONTROLS AND PROCEDURES  78 
ITEM 16. [RESERVED]  79 
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT  79 
ITEM 16B. CODE OF ETHICS  80 
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES  80 
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES  80 
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS  81 
ITEM 16G. CORPORATE GOVERNANCE  81 
    
PART III  83 
ITEM 17. FINANCIAL STATEMENTS  83 
ITEM 18. FINANCIAL STATEMENTS  83 
ITEM 19. EXHIBITS  84 
 EX-1.1
 EX-8.1
 EX-12.1
 EX-12.2
 EX-13.1


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GLOSSARY
 
“ADR”American Depositary Receipt evidencing ADSs.
 
“ADR depositary”The Bank of New York Mellon.
 
“ADS”American Depositary Share representing one-fourth of one share of Common Stock.
 
“Australian Dollar” or “A$”The currency of the Commonwealth of Australia.
 
“Commercial Code”Commercial Code of the Republic of Korea
 
“common stock”Common stock, par value Won 5,000 per share, of POSCO.
 
“deposit agreement”Deposit Agreement, dated as of September 26, 1994, among POSCO, the ADR Depositary and all holders and beneficial owners from time to time of ADRs issued thereunder, as amended by amendment no. 1 thereto dated June 25, 1997.
 
“Dollars,” “$” or “US$”The currency of the United States of America.
 
“FSCMA”Financial Investment Services and Capital Markets Act of the Republic of Korea
 
“Government”The government of the Republic of Korea.
 
“Yen” or “JPY”The currency of Japan.
 
“Korea”The Republic of Korea.
 
“Korean GAAP”Generally accepted accounting principles in the Republic of Korea.
 
“Gwangyang Works”Gwangyang Steel Works.
 
“We”POSCO and its consolidated subsidiaries.
 
“Pohang Works”Pohang Steel Works.
 
“Securities Act”The United States Securities Act of 1933, as amended.
 
“Securities Exchange Act”The United States Securities Exchange Act of 1934, as amended.
 
“SEC”The United States Securities and Exchange Commission.
 
“tons”Metric tons (1,000 kilograms), equal to 2,204.6 pounds.
 
“U.S. GAAP”Generally accepted accounting principles in the United States of America.
 
“Won” or “WThe currency of the Republic of Korea.
 
Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.


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PART I
 
Item 1.  Identity of Directors, Senior Managers and Advisors
 
Item 1.A.  Directors and Senior Management
 
Not applicable
 
Item 1.B.  Advisers
 
Not applicable
 
Item 1.C.  Auditors
 
Not applicable
 
Item 2.  Offer Statistics and Expected Timetable
 
Not applicable
 
Item 2.A.  Offer Statistics
 
Not applicable
 
Item 2.B.  Method and Expected Timetable
 
Not applicable
 
Item 3.  Key Information
 
Item 3.A.  Selected Financial Data
 
The selected financial data presented below should be read in conjunction with our Consolidated Financial Statements and related notes thereto and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. The selected financial data as of December 31, 2007 and 2008 and for each of the three years in the period ended December 31, 2008 is derived from our Consolidated Financial Statements included elsewhere in this annual report. Our Consolidated Financial Statements are prepared in accordance with Korean GAAP, which differ in certain significant respects from U.S. GAAP.


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INCOME STATEMENT DATA
 
                         
  For the Year Ended December 31,
  2004 2005 2006 2007 2008 2008(10)
  (In billions of Won and millions of dollars, except per share data)
 
Korean GAAP:
                        
Sales(1)
 W23,973  W26,302  W25,842  W31,608  W41,743  US$33,077 
Cost of goods sold(2)
  17,361   18,767   19,897   24,903   32,562   25,802 
Selling and administrative expenses
  1,293   1,451   1,556   1,785   2,006   1,590 
Operating income
  5,319   6,083   4,389   4,920   7,174   5,684 
Interest expense
  192   149   183   240   345   273 
Foreign currency transaction and translation gains (losses), net
  179   159   99   (19)  (940)  (745)
Donations
  170   153   155   197   143   113 
Income tax expenses
  1,502   1,474   922   1,274   1,734   1,374 
Net income
  3,841   4,007   3,353   3,678   4,350   3,447 
Net income attributable to controlling interest
  3,814   4,022   3,314   3,559   4,379   3,470 
Net income attributable to minority interest
  27   (15)  39   119   (29)  (23)
Basic and diluted earnings per share of common stock(3)
  47,185   50,790   42,115   46,854   58,002   45.96 
Dividends per share of common stock
  8,000   8,000   8,000   10,000   10,000   7.92 
U.S. GAAP(4):
                        
Operating income
 W5,299  W5,671  W4,259  W4,967  W7,129  US$5,649 
Net income
  3,460   4,102   3,408   3,565   4,106   3,254 
Basic and diluted earnings per share of common stock
  42,806   51,789   43,304   46,938   54,387   43.10 
 
BALANCE SHEET DATA
 
                         
  As of December 31,
  2004 2005 2006 2007 2008 2008(10)
  (In billions of Won and millions of dollars, except per share data)
 
Korean GAAP:
                        
Working capital(5)
 W5,493  W5,759  W7,155  W7,769  W11,188  US$8,865 
Property, plant and equipment, net(6)
  10,440   12,272   14,643   15,582   18,069   14,318 
Total assets(6)
  24,129   27,507   31,149   36,275   46,961   37,212 
Long-term debt(7)(8)(9)
  2,051   1,131   2,726   3,306   6,896   5,464 
Capital stock
  482   482   482   482   482   382 
Total shareholders’ equity(6)
  16,386   19,874   22,402   25,118   28,344   22,460 
U.S. GAAP(4):
                        
Property, plant and equipment, net
 W10,541  W12,420  W14,860  W15,836  W18,328  US$14,523 
Total assets
  24,279   27,525   31,208   36,349   47,208   37,407 
Total shareholders’ equity
  16,208   19,498   21,972   24,561   27,759   21,996 
 
 
(1) Includes sales by our consolidated sales subsidiaries of steel products purchased by such subsidiaries from third parties, including trading companies to which we sell steel products.
 
(2) Includes purchases of steel products by our consolidated subsidiaries from third parties, including trading companies to which we sell steel products.


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(3) See Note 26 of Notes to Consolidated Financial Statements for method of calculation.
 
(4) A description of the significant differences between Korean GAAP and U.S. GAAP as well as the reconciliation to U.S. GAAP are provided in detail in Note 32 of Notes to Consolidated Financial Statements.
 
(5) “Working capital” means current assets minus current liabilities.
 
(6) Reflects revaluations of assets permitted under Korean law.
 
(7) Net of current portion and discount on debentures issued.
 
(8) For information regarding swap transactions entered into by us, see “Item 5. Operating and Financial Review and Prospects — Item 5.A. Operating Results — Exchange Rate Fluctuations” and Note 23 of Notes to Consolidated Financial Statements.
 
(9) Monetary assets and liabilities denominated in foreign currencies are translated into Won at the basic rates in effect at the balance sheet date and resulting translation gains and losses are recognized in current operations. See Notes 2 and 28 of Notes to Consolidated Financial Statements.
 
(10) Translated into U.S. Dollars at the rate of Won 1,262.0 to US$1.00, the noon buying rate in the City of New York for cable transfers in Won as certified for customs purposes by the Federal Reserve Bank of New York, on December 31, 2008. This translation should not be construed as a representation that the Won amounts represent, have been, or could be converted to U.S. Dollars at that rate or any other rate.
 
EXCHANGE RATE INFORMATION
 
The following table sets out information concerning the market average exchange rate for the periods and dates indicated.
 
                 
  At End
 Average
    
Period
 of Period Rate(1) High Low
  (Per US$1.00)
 
2004
  1,043.8   1,145.3   1,195.5   1,038.3 
2005
  1,013.8   1,024.2   1,060.3   998.2 
2006
  929.6   956.1   1,031.0   918.0 
2007
  938.2   929.2   950.0   902.2 
2008
  1,257.5   1,102.6   1,509.0   934.5 
2009 (through June 26)
  1,283.6   1,349.5   1,573.6   1,236.1 
January
  1,368.5   1,346.1   1,391.0   1,257.5 
February
  1,516.4   1,429.5   1,516.4   1,376.2 
March
  1,377.1   1,462.0   1,573.6   1,328.9 
April
  1,348.0   1,341.9   1,398.2   1,316.2 
May
  1,272.9   1,258.7   1,307.3   1,236.1 
June (through June 26)
  1,283.6   1,349.5   1,573.6   1,236.1 
 
 
Source: Seoul Money Brokerage Services, Ltd.
 
(1) The average rate for each year is calculated as the average of the market average exchange rates on the last business day of each month during the relevant year (or portion thereof). The average rate for a month is calculated as the average of the market average exchange rates on each business day during the relevant month (or portion thereof).
 
Item 3.B.  Capitalization and Indebtedness
 
Not applicable
 
Item 3.C.  Reasons for Offer and Use of Proceeds
 
Not applicable


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Item 3.D.  Risk Factors
 
You should carefully consider the risks described below.
 
The global economic downturn may result in reduced demand and adversely affect our profitability.
 
Recent difficulties affecting the U.S. and global financial sectors, adverse conditions and volatility in the U.S. and worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the U.S. and global economy have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. The recent global economic downturn has adversely affected demand for products manufactured by our customers in Korea and overseas, such as those in the automobile, shipbuilding and construction industries, which has in turn led them to reduce or plan reductions of their production beginning in the fourth quarter of 2008. Partly in response to the weakening demand, we have reduced our crude steel production and sales prices in the first half of 2009. We may decide to adjust our future crude steel production or our sales prices on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. Deterioration of market conditions may also result in changes in assumptions underlying the carrying value of certain assets, which in turn could result in impairment of such assets, including intangible assets such as goodwill. We cannot predict how long the current market conditions will last. We expect the general decline in demand for our steel products to continue to prevail at least in the near future, which may adversely affect our business, results of operations or financial condition.
 
Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic conditions in Korea deteriorate.
 
We are incorporated in Korea, and most of our operations and assets are located in Korea. In addition, Korea is our most important market, accounting for 68.3% of our total sales volume of steel products in 2008. Domestic demand for our products is affected by the condition of major steel consuming industries, such as construction, shipbuilding, automobile, electrical appliances and downstream steel processors, and the Korean economy in general. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea.
 
The economic indicators in Korea in recent years have shown mixed signs, and future growth of the Korean economy is subject to many factors beyond our control. Events related to terrorist attacks in the United States that took place on September 11, 2001, developments in the Middle East, including the war in Iraq and Afghanistan, fluctuations in oil and commodity prices, and the occurrence of natural disasters or outbreaks of disease in Asia and other parts of the world have increased the uncertainty of global economic prospects and may continue to adversely affect the Korean economy. Any future deterioration of the Korean and global economy could adversely affect our business, financial condition and results of operations.
 
Developments that could have an adverse impact on Korea’s economy include:
 
  • continuing difficulties in the housing and financial sectors in the United States and elsewhere and the resulting adverse effect on the global financial markets;
 
  • a slowdown in consumer spending and the overall economy;
 
  • adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the Dollar or Yen exchange rates or revaluation of the Chinese renminbi), interest rates or stock markets;
 
  • adverse developments in the economies of countries that are important export markets for Korea, such as the United States, Japan and China, or in emerging market economies in Asia or elsewhere;
 
  • the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China);
 
  • the economic impact of any pending or future free trade agreements, including the Free Trade Agreements with the United States and the European Union;


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  • social and labor unrest;
 
  • substantial decreases in the market prices of Korean real estate;
 
  • a decrease in tax revenues and a substantial increase in the Government’s expenditures for unemployment compensation and other social programs that, together, would lead to an increased government budget deficit;
 
  • financial problems or lack of progress in restructuring of Korean conglomerates, other large troubled companies, their suppliers or the financial sector;
 
  • loss of investor confidence arising from corporate accounting irregularities and corporate governance issues of certain Korean conglomerates;
 
  • geo-political uncertainty and risk of further attacks by terrorist groups around the world;
 
  • the recurrence of severe acute respiratory syndrome or an outbreak of avian flu or influenza A (H1N1) in Asia and other parts of the world;
 
  • deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from trade disputes or disagreements in foreign policy;
 
  • political uncertainty or increasing strife among or within political parties in Korea;
 
  • hostilities involving oil producing countries in the Middle East and any material disruption in the global oil supply or fluctuations in the price of oil; and
 
  • an increase in the level of tension or an outbreak of hostilities between North Korea and Korea or the United States.
 
We rely on export sales for a significant portion of our total sales. Adverse economic and financial developments in Asia in the future may have an adverse effect on demand for our products in Asia and increase our foreign exchange risks.
 
Our export sales and overseas sales to customers abroad accounted for 31.7% of our total sales volume of steel products in 2008. Our export sales volume to customers in Asia, including China, Japan, Indonesia, Thailand and Malaysia, accounted for 64.4% of our total export sales volume for steel products in 2008, and we expect our sales to these countries, especially to China, to remain important in the future. Accordingly, adverse economic and financial developments in these countries may have an adverse effect on demand for our products. Economic weakness in Asia may also adversely affect our sales to the Korean companies that export to the region, especially companies in the construction, shipbuilding, automobile, electrical appliances and downstream steel processing industries. Weaker demand in these countries, combined with addition of new steel production capacity, particularly in China, may also reduce export prices in Dollar terms of our principal products. We attempt to maintain and expand our export sales to generate foreign currency receipts to cover our foreign currency purchases and debt service requirements. Consequently, any decrease in our export sales could also increase our foreign exchange risks.
 
Depreciation of the value of the Won against the Dollar and other major foreign currencies may have a material adverse effect on the results of our operations and on the price of the ADSs.
 
The Won has fluctuated rapidly against major currencies recently. The market average exchange rate, as announced by the Seoul Money Brokerage Services, Ltd., depreciated from Won 934.5 to US$1.00 on January 3, 2008 to Won 1,573.6 to US$1.00 on March 3, 2009. The market average exchange rate, as announced by the Seoul Money Brokerage Services, Ltd., was Won 1,283.6 to US$1.00 on June 26, 2009. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:
 
  • an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt, which accounted for approximately 58.3% of our total long-term debt (excluding discounts on debentures issued and including current portion) as of December 31, 2008;


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  • an increase in Won terms in the costs of raw materials and equipment that we purchase from overseas sources and a substantial portion of our freight costs, which are denominated primarily in Dollars; and
 
  • foreign exchange translation losses on liabilities, which lower our earnings for accounting purposes.
 
Appreciation of the Won, on the other hand, (i) causes our export products to be less competitive by raising our prices in Dollar terms and (ii) reduces net sales and accounts receivables in Won from export sales, which are primarily denominated in Dollars. However, because of the larger positive effects of the appreciation of the Won (i.e., the reverse of the negative effects caused by the depreciation of the Won, as discussed above), appreciation of the Won generally has a positive impact on our results of operations.
 
Fluctuations in the exchange rate between the Won and the Dollar will also affect the Dollar equivalent of the Won price of the shares of our common stock on the KRX KOSPI Market and, as a result, will likely affect the market price of the ADSs. These fluctuations will also affect the Dollar conversion by the depositary for the ADRs of cash dividends, if any, paid in Won on shares of common stock represented by the ADSs.
 
We are dependent on imported raw materials, and significant increases in market prices of essential raw materials could adversely affect our margins and profits.
 
We purchase substantially all of the principal raw materials we use from sources outside Korea, including iron ore and coal. In 2008, POSCO imported approximately 49.4 million dry metric tons of iron ore and 25.5 million wet metric tons of coal. Iron ore is imported primarily from Australia, Brazil and South Africa. Coal is imported primarily from Australia, Canada and China. Although we have not experienced significant unanticipated supply disruptions in the past, supply disruptions, which could be caused by political or other events in the countries from which we import these materials, could adversely affect our operations.
 
In addition, we are particularly exposed to increases in the prices of coal, iron ore and nickel, which represent the largest components of our cost of goods sold. The average price of coal per wet metric ton (benchmark free on board price of Australian premium hard coking coal), which decreased from $116 in 2006 to $98 in 2007, increased more than three-fold to $300 in 2008. The average price of iron ore per dry metric ton (benchmark free on board price of Australian iron ore fines with iron (Fe) 64% content) increased from $47 in 2006 to $52 in 2007 and $93 in 2008. The average price of nickel per ton (including insurance and freight costs) increased substantially from $24,254 in 2006 to $37,230 in 2007 but decreased to $21,111 in 2008. Further increases in prices of our key raw materials and our inability to pass along such increases to our customers could adversely affect our margins and profits. Increased prices may also cause potential customers to defer purchase of steel products, which would have an adverse effect on our business, financial condition and results of operations.
 
The expansion of steel production capacity, combined with the global economic downturn, may result in intensification of production over-capacity in the global steel industry and adversely affect our profitability.
 
In recent years, driven in part by strong growth in steel consumption in China, the global steel industry has experienced renewed interest in expansion of steel production capacity. The increased production capacity, combined with weakening demand due primarily to the recent slowdown of the global economy, has resulted in production over-capacity in the global steel industry.
 
Production over-capacity in the global steel industry may intensify if the slowdown of the global economy is prolonged or demand from developing countries that have experienced significant growth in the past several years does not meet the recent growth in production capacity. Production over-capacity in the global steel industry is likely to:
 
  • reduce export prices in Dollar terms of our principal products, which in turn may reduce our sales prices in Korea;
 
  • increase competition in the Korean market as foreign producers seek to export steel products to Korea as other markets experience a slowdown;
 
  • negatively affect demand for our products abroad and our ability to expand export sales; and
 
  • affect our ability to increase steel production in general.


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There is no assurance that we will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy or production over-capacity will not have a material adverse effect on our business, results of operations or financial condition.
 
Disruptions in global credit and financial markets and the resulting governmental actions around the world could have a material adverse impact on our business and the ability to meet the funding needs of us and our customers.
 
Global credit markets have been experiencing difficulties and volatility since the second half of 2008. The market uncertainty that started from the U.S. residential market further expanded to other markets such as those for leveraged finance, collateralized debt obligations and other structured products. These developments have resulted in significant contraction, de-leveraging and reduced liquidity in the global credit markets, as well as bankruptcy or acquisition of, and government assistance to, several major U.S. and European financial institutions, including the bankruptcy filing of Lehman Brothers in September 2008. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including Korea, have implemented a number of policy measures designed to add stability to financial markets. However, the overall impact of these legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. The SEC, other regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, and may effect changes in law or interpretations of existing laws.
 
We are exposed to risks related to changes in the global and Korean economic environments, changes in interest rates and instability in the global financial markets. As liquidity and credit concerns and volatility in the global financial markets increased significantly, the value of the Won relative to the Dollar has depreciated at an accelerated rate. Such depreciation of the Won has increased the cost of imported raw materials in Won terms and our cost in Won of servicing our foreign currency-denominated debt, while continued exchange rate volatility may also result in foreign exchange losses for us. Furthermore, as a result of adverse global and Korean economic conditions, there has been a significant volatility in securities prices of Korean companies, including ours, which may result in trading and valuation losses on our securities portfolio. The Korea Stock Price Index declined from 1,888.88 on May 16, 2008 to 938.75 on October 24, 2008. The Korea Stock Price Index was 1,394.53 on June 26, 2009. In addition, recent fluctuations in credit spreads, as well as limitations on the availability of credit resulting from heightened concerns about the stability of the markets generally and the strength of counterparties specifically have led many lenders and institutional investors to reduce or cease providing funding to borrowers, which may negatively impact our liquidity and results of operation. Major market disruptions and the current adverse changes in market conditions and regulatory climate may further impair our ability to meet our desired funding needs. We cannot predict how long the current market conditions will last. These recent and developing economic and governmental factors may have a material adverse effect on our business and the ability to meet the funding needs of us and our customers, as well as negatively affect our credit rating and cause the price of the ADSs to decline.
 
Consolidation in the global steel industry may increase competition.
 
In recent years, there has been a trend toward industry consolidation among our competitors. For example, consolidation of Mittal and Arcelor in 2006 has created a company with approximately 10% of global steel production capacity. Competition from global steel manufacturers with expanded production capacity such as ArcelorMittal and new market entrants, especially from China and India, could result in significant price competition, declining margins and reductions in revenue. Our larger competitors may use their resources, which may be greater than ours, against us in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity and displacing demand for our export products.
 
Expansion of our production operations abroad is important to our long-term success, and our limited experience in the operation of our business outside Korea increases the risk that our international expansion efforts will not be successful.
 
We conduct international trading and construction operations abroad, and our business relies on a global trading network comprised of overseas subsidiaries, branches and representative offices. Although many of our subsidiaries and overseas branches are located in developed countries, we also operate in numerous countries with


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developing economies. In addition, we intend to continue to expand our production operations internationally by carefully seeking out promising investment opportunities, particularly in China, India and Vietnam, in part to prepare for the eventual maturation of the Korean steel market. We may enter into joint ventures with foreign steel producers that would enable us to rely on these businesses to conduct our operations, establish local networks and coordinate our sales and marketing efforts abroad. To the extent that we enter into these arrangements, our success will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us.
 
In other situations, we may decide to establish manufacturing facilities by ourselves instead of relying on partners. The demand and market acceptance for our products produced abroad are subject to a high level of uncertainty and are substantially dependent upon the market condition of the global steel industry. We cannot assure you that our international expansion plan will be profitable or that we can recoup the costs related to such investments.
 
Expansion of our trading, construction and production operations abroad requires management attention and resources. In addition, we face additional risks associated with our expansion outside Korea, including:
 
  • challenges caused by distance, language and cultural differences;
 
  • higher costs associated with doing business internationally;
 
  • legal and regulatory restrictions, including foreign exchange controls that might prevent us from repatriating cash earned in countries outside Korea;
 
  • longer payment cycles in some countries;
 
  • credit risk and higher levels of payment fraud;
 
  • currency exchange risks;
 
  • potentially adverse tax consequences;
 
  • political and economic instability; and
 
  • seasonal reductions in business activity during the summer months in some countries.
 
We may from time to time engage in acquisitions for which we may be required to seek additional sources of capital.
 
From time to time, we may selectively acquire or invest in companies or businesses that may complement our business. In order to finance these acquisitions, we intend to use cash on hand, funds from operations, issuances of equity and debt securities, and, if necessary, financings from banks and other sources as well as entering into consortiums with financial investors. However, no assurance can be given that we will obtain sufficient financing for such acquisitions or investments on terms commercially acceptable to us or at all. We also cannot assure you that such financings and related debt payment obligations will not have a material adverse impact on our financial condition, results of operation or cash flow.
 
Several of our products have been and may become subject to anti-dumping or countervailing proceedings, which may have an adverse effect on our export sales.
 
In recent years, several of our products have been subject to anti-dumping or countervailing proceedings, including in the United States, the European Union and China. Further increases in or new imposition of anti-dumping duties, countervailing duties, quotas or tariffs on our sales in these markets may have a material adverse effect on our exports to these regions in the future. Our export sales and overseas sales to customers in the United States, Europe and China accounted for 11.4% of our total sales volume of steel products in 2008. See “Item 4. Information on the Company — Item 4.B. Business Overview — Markets — Exports.”


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Cyclical fluctuations based on macroeconomic factors may adversely affect POSCO E&C’s business and performance.
 
In order to complement our steel operations, we engage in engineering and construction activities through POSCO Engineering & Construction Co., Ltd. (“POSCO E&C”), an 89.5%-owned subsidiary. The engineering and construction segment, which accounted for approximately 8.8% of our consolidated sales in 2008, is highly cyclical and tends to fluctuate based on macroeconomic factors, such as consumer confidence and income, employment levels, interest rates, inflation rates, demographic trends and policies of the Government. Although we believe that POSCO E&C’s strategy of focusing on high-value-added plant construction and urban planning and development projects such as Songdo New City has enabled it to be exposed to a lesser degree to general economic conditions in Korea in comparison to some of its domestic competitors, our construction revenues have fluctuated in the past depending on the level of domestic construction activity including new construction orders. POSCO E&C’s construction operations could suffer in the future in the event of a general downturn in the construction market resulting in weaker demand, which could adversely affect POSCO E&C’s business, result of operations or financial condition.
 
Many of POSCO E&C’s domestic and overseas construction projects are on a fixed-price basis, which could result in losses for us in the event that unforeseen additional expenses arise with respect to the project.
 
Many of POSCO E&C’s domestic and overseas construction projects are carried out on a fixed-price basis according to a predetermined timetable, pursuant to the terms of a fixed-price contract. Under such fixed-price contracts, POSCO E&C retains all cost savings on completed contracts but is also liable for the full amount of all cost overruns and may be required to pay damages for late delivery. The pricing of fixed-price contracts is crucial to POSCO E&C’s profitability, as is its ability to quantify risks to be borne by it and to provide for contingencies in the contract accordingly.
 
POSCO E&C attempts to anticipate increases in costs of labor, raw materials and parts and components in its bids on fixed-price contracts. However, the costs incurred and gross profits realized on a fixed-price contract may vary from its estimates due to factors such as:
 
  • unanticipated variations in labor and equipment productivity over the term of a contract;
 
  • unanticipated increases in labor, raw material, parts and components, subcontracting and overhead costs, including as a result of bad weather;
 
  • delivery delays and corrective measures for poor workmanship; and
 
  • errors in estimates and bidding.
 
If unforeseen additional expenses arise over the course of a construction project, such expenses are usually borne by POSCO E&C, and its profit from the project will be correspondingly reduced or eliminated. If POSCO E&C experiences significant unforeseen additional expenses with respect to its fixed price projects, it may incur losses on such projects, which could have a material adverse effect on its financial condition and results of operations.
 
POSCO E&C’s domestic residential property business is highly dependent on the real estate market in Korea.
 
The performance of POSCO E&C’s domestic residential property business is highly dependent on the general condition of the real estate market in Korea. The construction industry in Korea is experiencing a downturn, due to excessive investment in recent years in residential property development projects, stagnation of real property prices and reduced demand for residential property, especially in areas outside of Seoul, including as a result of deteriorating conditions in the Korean economy. In addition, as liquidity and credit concerns and volatility in the global financial markets increased significantly starting in September 2008, there has been a general decline in the willingness by banks and other financial institutions in Korea to engage in project financing and other lending activities to construction companies, which may adversely impact POSCO E&C’s ability to meet its desired funding


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needs. The Government has taken measures and announced that it will adopt measures to support the Korean construction industry, including easing of regulations imposed on redevelopment of apartment buildings and resale restrictions in the metropolitan areas, as well as reductions in property taxes. However, there can be no assurance that such measures will be successful in stabilizing the Korean real estate market. There can be no assurance that further declines in demand or prices will not take place in the Korean real estate market in the future or that the prolonged slowdown of the Korean real estate market will not have a material adverse effect on POSCO E&C’s business, results of operations or financial condition.
 
We may not be able to successfully execute our diversification strategy.
 
In part to prepare for the eventual maturation of the Korean steel market, our overall strategy includes securing new growth engines by diversifying into new businesses related to our steel operations that we believe will offer greater potential returns, such as liquefied natural gas production, logistics and magnesium coil and sheet production, as well as entering into new businesses not related to our steel operations such as power generation, development of alternative energy and advanced materials, information and technology related consulting services and wireless broadband Internet access service. Our ability to implement this diversification strategy will depend on a variety of factors, some of which are beyond our control, including the availability of qualified engineers and personnel, establishment of new relationships and expansion of existing relationships with various customers and suppliers, procurement of necessary technology and know-how to engage in such businesses and access to investment capital at reasonable costs. No assurance can be given that our diversification strategy can be completed profitably.
 
We are subject to environmental regulations, and our operations could expose us to substantial liabilities.
 
We are subject to national and local environmental laws and regulations, including increasing pressure to reduce emission of carbon dioxide relating to our manufacturing process, and our steel manufacturing and construction operations could expose us to risk of substantial liability relating to environmental or health and safety issues, such as those resulting from discharge of pollutants and carbon dioxide into the environment, the handling, storage and disposal of solid or hazardous materials or wastes and the investigation and remediation of contaminated sites. We may be responsible for the investigation and remediation of environmental conditions at currently and formerly operated manufacturing or construction sites. We may also be subject to associated liabilities, including liabilities for natural resource damage, third party property damage or personal injury resulting from lawsuits brought by the government or private litigants. In the course of our operations, hazardous wastes may be generated at third party-owned or operated sites, and hazardous wastes may be disposed of or treated at third party-owned or operated disposal sites. If those sites become contaminated, we could also be held responsible for the cost of investigation and remediation of such sites, for any associated natural resource damage, and for civil or criminal fines or penalties.
 
Failure to protect our intellectual property rights could impair our competitiveness and harm our business and future prospects.
 
We believe that developing new steel manufacturing technologies that can be differentiated from those of our competitors, such as FINEX, strip casting and silicon steel manufacturing technologies, is critical to the success of our business. We take active measures to obtain protection of our intellectual property by obtaining patents and undertaking monitoring activities in our major markets. However, we cannot assure you that the measures we are taking will effectively deter competitors from improper use of our proprietary technologies. Our competitors may misappropriate our intellectual property, disputes as to ownership of intellectual property may arise and our intellectual property may otherwise become known or independently developed by our competitors. Any failure to protect our intellectual property could impair our competitiveness and harm our business and future prospects.
 
We rely on trade secrets and other unpatented proprietary know-how to maintain our competitive position, and unauthorized disclosure of our trade secrets or other unpatented proprietary know-how could negatively affect our business.
 
We rely on trade secrets and unpatented proprietary know-how and information. We enter into confidentiality agreements with each of our employees and consultants upon the commencement of an employment or consulting relationship. These agreements generally provide that all inventions, ideas, discoveries, improvements and


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patentable material made or conceived by the individual arising out of the employment or consulting relationship and all confidential information developed or made known to the individual during the term of the relationship is our exclusive property. We cannot assure the enforceability of these types of agreements, or that they will not be breached. We also cannot be certain that we will have adequate remedies for any breach. The disclosure of our trade secrets or other know-how as a result of such a breach could adversely affect our business.
 
Escalations in tension with North Korea could have an adverse effect on us and the market value of our securities.
 
Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In recent years, there have been heightened security concerns stemming from North Korea’s nuclear weapons and long-range missile programs and increased uncertainty regarding North Korea’s actions and possible responses from the international community. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. Since the renouncement, Korea, the United States, North Korea, China, Japan and Russia have held numerous rounds of six party multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program.
 
In addition to conducting test flights of long-range missiles, North Korea announced in October 2006 that it had successfully conducted a nuclear test, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council passed a resolution that prohibits any United Nations member state from conducting transactions with North Korea in connection with any large scale arms and material or technology related to missile development or weapons of mass destruction and from providing luxury goods to North Korea, imposes an asset freeze and travel ban on persons associated with North Korea’s weapons program, and calls upon all United Nations member states to take cooperative action, including through inspection of cargo to or from North Korea. In response, North Korea agreed in February 2007 at the six-party talks to shut down and seal the Yongbyon nuclear facility, including the reprocessing facility, and readmit international inspectors to conduct all necessary monitoring and verification activities. In June 2008, North Korea also demolished the cooling tower at its main reactor complex in Yongbyon. However, on April 5, 2009, North Korea launched a long-range rocket over the Pacific Ocean, claiming that the launch intended to put an orbital satellite into space. The United States Northern Command issued a statement that North Korea’s long-range rocket flew over Japan, with its payload landing in the Pacific Ocean. On April 13, 2009, the United Nations Security Council unanimously passed a resolution that condemned North Korea for the launch and decided to tighten sanctions against North Korea. In response, North Korea announced on April 14, 2009 that it would permanently pull out of nuclear disarmament talks and restart its nuclear program. On May 25, 2009, North Korea announced that it had successfully conducted a second nuclear test and test-fired three short-range,surface-to-airmissiles. In response, the United Nations Security Council unanimously passed a resolution on June 12, 2009 that condemned North Korea for the nuclear test and tightened sanctions against North Korea.
 
There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Any further increase in tension, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea break down or military hostilities occur, could have a material adverse effect on our results of operations and the price of the ADSs.
 
If you surrender your ADRs to withdraw shares of our common stock, you may not be allowed to deposit the shares again to obtain ADRs.
 
Under the deposit agreement, holders of shares of our common stock may deposit those shares with the ADR depositary’s custodian in Korea and obtain ADRs, and holders of ADRs may surrender ADRs to the ADR depositary and receive shares of our common stock. However, under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit that exceeds the difference between (i) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock


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dividends or other distributions related to these ADSs) and (ii) the number of shares on deposit with the depositary bank at the time of such proposed deposit. It is possible that we may not give the consent. As a result, if you surrender ADRs and withdraw shares of common stock, you may not be able to deposit the shares again to obtain ADRs. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”
 
You may not be able to exercise preemptive rights for additional shares of common stock and may suffer dilution of your equity interest in us.
 
The Commercial Code and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we issue new shares to persons other than our shareholders (See “Item 10.B. Memorandum and Articles of Association — Preemptive Rights and Issuance of Additional Shares”), a holder of our ADSs will experience dilution of such holding. If none of these exceptions is available, we will be required to grant preemptive rights when issuing additional common shares under Korean law. Under the deposit agreement governing the ADSs, if we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the ADR depositary, after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The ADR depositary, however, is not required to make available to you any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:
 
  • a registration statement filed by us under the Securities Act is in effect with respect to those shares; or
 
  • the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act.
 
We are under no obligation to file any registration statement under the Securities Act to enable you to exercise preemptive rights in respect of the common shares underlying the ADSs, and we cannot assure you that any registration statement would be filed or that an exemption from the registration requirement under the Securities Act would be available. Accordingly, if a registration statement is required for you to exercise preemptive rights but is not filed by us, you will not be able to exercise your preemptive rights for additional shares and may suffer dilution of your equity interest in us.
 
U.S. investors may have difficulty enforcing civil liabilities against us and our directors and senior management.
 
We are incorporated in Korea with our principal executive offices located in Seoul. The majority of our directors and senior management are residents of jurisdictions outside the United States, and the majority of our assets and the assets of such persons are located outside the United States. As a result, U.S. investors may find it difficult to effect service of process within the United States upon us or such persons or to enforce outside the United States judgments obtained against us or such persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or such persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for a U.S. investor to bring an action in a Korean court predicated upon the civil liability provisions of the U.S. federal securities laws against our directors and senior management andnon-U.S. expertsnamed in this annual report.
 
This annual report contains “forward-looking statements” that are subject to various risks and uncertainties.
 
This annual report contains “forward-looking statements” that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “should,” and similar expressions. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties,


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and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. The uncertainties in this regard include, but are not limited to, those identified in the risk factors discussed above. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.
 
Item 4.  Information on the Company
 
Item 4.A.  History and Development of the Company
 
We were established by the Government on April 1, 1968, under the Commercial Code, to manufacture and distribute steel rolled products and plates in the domestic and overseas markets. The Government owned more than 70% of our equity until 1988, when the Government reduced its ownership of our common stock to 35% through a public offering and listing our shares on the KRX KOSPI Market. In December 1998, the Government sold all of our common stock it owned directly, and The Korea Development Bank completed the sale of our shares that it owned in September 2000. The Government no longer holds any direct interest in us, and our outstanding common stock is currently held by individuals and institutions. See “Item 7. Major Shareholders and Related Party Transactions — Item 7A. Major Stockholders.”
 
Our legal and commercial name is POSCO. Our principal executive offices are located at POSCO Center, 892 Daechi-4-dong, Gangnam-gu, Seoul, Korea, and our telephone number is(822) 3457-0114.
 
Item 4.B.  Business Overview
 
The Company
 
We are the largest and the only fully integrated steel producer in Korea, and one of the largest steel producers in the world, based on annual crude steel production in 2008. We produced approximately 34.7 million tons of crude steel in 2008 (including 2.1 million tons of stainless steel), a substantial portion of which was produced at Pohang Works and Gwangyang Works. Currently, Pohang Works has 15.0 million tons of annual crude steel and stainless steel production capacity, and Gwangyang Works has an annual crude steel production capacity of 18.0 million tons. We believe Pohang Works and Gwangyang Works are two of the most technologically advanced integrated steel facilities in the world. For a discussion of our capital expenditure plan and actual capital expenditures in recent years, see “Item 5. Operating and Financial Review and Prospects — Item 5.B. Liquidity and Capital Resources — Liquidity — Capital Expenditures and Capital Expansion.” We manufacture and sell a diversified line of steel products, including hot rolled and cold rolled products, plates, wire rods, silicon steel sheets and stainless steel products, and we are able to meet a broad range of customer needs from manufacturing industries that consume steel, including automotive, shipbuilding, home appliance, engineering and machinery industries.
 
We sell primarily to the Korean market, with domestic sales accounting for 68.3% of our total sales volume of steel products in 2008. We believe that we had an overall market share of approximately 39.1% of the total sales volume of steel products sold in Korea in 2008. Our export sales and overseas sales to customers abroad in 2007 and 2008 accounted for 33.8% and 31.7% of our total sales volume of steel products, respectively. Our major export market is Asia, with China accounting for 24.0%, Japan 18.4% and the rest of Asia 22.0% of our total steel export sales volume in 2008.
 
Business Strategy
 
Leveraging on our success during the past four decades, our goal is to strengthen our position as one of the leading steel producers in the world and strive to rank among the top three global steel companies in technology leadership, operational excellence and production capacity. In recent years, the global steel industry has undergone significant consolidation, resulting in the emergence of steel companies with expanded production capacity. We seek to achieve continued global excellence in this era of consolidation through a renewed emphasis on growth and innovation. Over the next decade, we seek to expand our position as a global company by adding significant


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production bases outside Korea. We also intend to secure growth by further solidifying our market position in the steel sector, while allocating additional resources into businesses that we believe will offer us greater potential returns and serve as our new growth engines, such as the engineering and construction, energy and information and technology businesses.
 
We seek to strengthen our competitiveness and pursue growth through the following core business strategies:
 
Continue to Seek Growth Opportunities in the Steel Sector
 
We carefully seek out promising investment opportunities abroad, primarily in China, India, Vietnam and Mexico, in part to prepare for the eventual maturation of the Korean steel market. We believe that China, India, Vietnam and Mexico will continue to offer substantial growth opportunities, and we plan to selectively seek investment opportunities and expand our production base in these countries.
 
For example, we are in the process of obtaining regulatory approvals from the Indian Government for the construction of an integrated steel mill and the development of iron ore mines in Orissa State. In Vietnam, we obtained an approval from the Vietnamese Government in November 2006 to construct steel mills with an annual production capacity of 1.2 million tons of cold rolled products and 3.0 million tons of hot rolled products. We began construction of a cold rolling mill in Vietnam with target completion in September 2009. In Mexico, we are building a plant with an annual production capacity of 0.4 million tons to produce automotive steel sheets.
 
We are also building a global distribution network of supply chain management centers to provide processing and logistics services and more effectively respond to changes in consumer trends in the global steel market. In 2008, we operated 35 supply chain management centers worldwide that recorded aggregate sales of 2.15 million tons of steel products. We plan to continue expanding our global network of supply chain management centers, and we expect to operate 50 centers by the end of 2011. In Korea, we plan to continue to expand our production facilities and upgrade our facilities that utilize advanced manufacturing technologies, and we plan to enhance the quality of our products through continued modernization and rationalization of our facilities.
 
Maintain Technology Leadership
 
As part of our strategy, we have identified core products that we plan to further develop, such as premium automobile steel sheets, silicon steel and API-grade steel, and we will continue to invest in developing innovative products that offer the greatest potential returns and enhance the overall quality of our products. In order to increase our competitiveness, we plan to make additional investments in the development of new manufacturing technologies, such as FINEX, strip casting, endless rolling and environment-friendly manufacturing processes. We will continue to refine FINEX, a low cost, environmentally friendly steel manufacturing process that optimizes our production capacity by utilizing non-agglomerated iron ore fines and using non-coking coal as an energy source and a reducing agent. We believe that FINEX offers considerable environmental and economic advantages through elimination of major sources of pollution such as sintering and coking plants, as well as reducing operating and raw material costs. We also plan to accelerate development of other advanced technologies, such as strip casting that directly casts coils from liquid steel and a rolling process that rolls hot rolled coils up to 40 slabs at a time. We plan to further devote additional resources into our research and development efforts and increase the proportion of our sales of higher margin, higher value-added products.
 
Pursue Cost-Cutting through Operational and Process Innovations
 
We seek to achieve cost reductions in this era of increasing raw material costs through our company-wide process for innovation and enhancing efficiency of operations. We believe that strategic cost cutting measures through utilization of efficient production methods and management discipline will strengthen our corporate competitiveness. After implementation of Six Sigma innovations in recent years, we are now implementing the Quick Six Sigma program, a customized program that we believe will enhance our corporate culture that rewards innovative ideas at all stages of our operations and enable us to benchmark successful innovations to all relevant processes within the company. We will also strive to invest more in human resources development to nurture employees who are capable of working in the global environment.


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Secure Procurement of Raw Materials through Strategic Investments
 
We purchase substantially all of the principal raw materials we use, including iron ore, coal and nickel, from sources outside Korea. Import prices of many of the principal raw materials, including iron ore and nickel, have fluctuated substantially in recent years. To secure adequate procurement of principal raw materials, we have invested and will continue to explore additional investment opportunities in various raw material development projects abroad, as well as enter into long-term contracts with leading suppliers of raw materials, principally in Australia and Brazil.
 
Selectively Seek Opportunities in Growth Industries
 
We will continue to selectively seek opportunities in growth industries to diversify our business both vertically and horizontally. New businesses not related to our steel operations in which we intend to focus our diversification include power generation, alternative energy development and information and technology. POSCO Power Corporation, our wholly-owned subsidiary that is the largest private power generation company in Korea, completed construction of a fuel cell manufacturing plant with an annual production capacity of 50 megawatts in Pohang in 2008 with the objective of enhancing the company’s ability to meet the growing demands for clean and renewable energy. Through POSDATA, a 61.9%-owned subsidiary, we also engage in information and technology consulting and wireless broadband Internet access service. Businesses related to our steel operations in which we intend to devote more resources include engineering and construction. POSCO E&C, our consolidated subsidiary and one of the leading engineering and construction companies in Korea, is primarily engaged in the planning, design and construction of industrial plants and architectural works and civil engineering. We will continue to selectively seek opportunities to identify new growth engines and diversify our operations.
 
Major Products
 
We manufacture and sell a broad line of steel products, including the following:
 
  • hot rolled products;
 
  • plates;
 
  • wire rods;
 
  • cold rolled products;
 
  • silicon steel sheets; and
 
  • stainless steel products.
 
The tables below set out our sales revenues and sales volume by major steel product categories for the periods indicated.
 
                                         
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
  Billions
   Billions
   Billions
   Billions
   Billions
  
Steel Products
 of Won % of Won % of Won % of Won % of Won %
 
Hot rolled products
  5,449   25.1   5,877   25.0   4,650   20.8   4,495   16.1   6,950   19.4 
Plates
  1,987   9.1   2,253   9.6   2,380   10.7   2,847   10.2   4,710   13.2 
Wire rods
  1,351   6.2   1,528   6.5   1,243   5.6   1,458   5.2   2,236   6.2 
Cold rolled products
  6,564   30.2   7,527   32.0   6,765   30.3   8,672   31.1   11,751   32.8 
Silicon steel sheets
  531   2.4   688   2.9   681   3.0   1,105   4.0   1,613   4.5 
Stainless steel products
  4,920   22.6   4,543   19.3   5,751   25.8   8,268   29.7   7,271   20.3 
Others
  952   4.4   1,132   4.7   859   3.8   1,003   3.7   1,305   3.6 
                                         
Total
  21,753   100.0   23,547   100.0   22,329   100.0   27,848   100.0   35,836   100.0 
                                         
 


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  For the Year Ended December 31,
  2004 2005 2006 2007 2008
  Thousands
   Thousands
   Thousands
   Thousands
   Thousands
  
Steel Products
 of Tons % of Tons % of Tons % of Tons % of Tons %
 
Hot rolled products
  10,966   34.5   10,330   33.2   9,604   31.0   8,221   25.6   8,684   25.9 
Plates
  3,385   10.6   3,193   10.3   3,615   11.7   3,926   12.2   4,853   14.5 
Wire rods
  2,503   7.9   2,366   7.6   2,153   6.9   2,222   6.9   2,524   7.5 
Cold rolled products
  10,242   32.2   10,468   33.6   10,864   35.1   12,146   37.8   12,736   38.0 
Silicon steel sheets
  705   2.2   737   2.4   686   2.2   934   2.9   1,049   3.1 
Stainless steel products
  2,069   6.5   1,919   6.2   2,260   7.3   2,694   8.4   2,060   6.1 
Others
  1,926   6.1   2,100   6.7   1,802   5.8   1,967   6.2   1,616   4.8 
                                         
Total
  31,796   100.0   31,115   100.0   30,984   100.0   32,110   100.0   33,522   100.0 
                                         
 
The sales revenues and sales volumes in the tables above represent the steel product sales of our consolidated entities which are steel-related companies but do not include the non-steel product sales of these entities. They include sales by our consolidated sales subsidiaries of steel products purchased by these subsidiaries from third parties, including trading companies to which we sell steel products. The sales of steel products purchased from third parties amounted to approximately 1.0 million tons in 2004, 1.0 million tons in 2005, 0.8 million tons in 2006, 1.0 million tons in 2007 and 0.9 million tons in 2008, accounting for Won 699 billion in 2004, Won 807 billion in 2005, Won 470 billion in 2006, Won 623 billion in 2007 and Won 799 billion in 2008, respectively.
 
Hot Rolled Products
 
Hot rolled coils and sheets have many different industrial applications. They are used to manufacture structural steel used in the construction of buildings, industrial pipes and tanks, and automobile chassis. Hot rolled coil is also manufactured in a wide range of widths and thickness as the feedstock for higher value-added products such as cold rolled products and silicon steel sheets.
 
Our deliveries of hot rolled products amounted to 8.7 million tons in 2008, representing 25.9% of our total sales volume of steel products. The Korean market accounted for 6.7 million tons or 76.8% of our hot rolled product sales in 2008, representing a domestic market share of approximately 40%. The largest customers of our hot rolled products are downstream steelmakers in Korea who use the products to manufacture pipes and cold rolled products.
 
Hot rolled products constitute one of our two largest product categories in terms of sales volume. In 2008, our sales volume of hot rolled products increased by 5.6% compared to 2007 primarily due to an increase in demand for steel products complying with American Petroleum Institute specifications and high-end pipe production materials.
 
Plates
 
Plates are used in shipbuilding, structural steelwork, offshore oil and gas production, power generation, mining, and the manufacture of earth-moving and mechanical handling equipment, boiler and pressure vessels and other industrial machinery.
 
Our deliveries of plates amounted to 4.9 million tons in 2008, representing 14.5% of our total sales volume of steel products. The Korean market accounted for 4.6 million tons or 95.7% of our plate sales in 2008, representing a domestic market share of approximately 35%. The Korean shipbuilding industry, which uses plates to manufacture chemical tankers, rigs, bulk carriers and containers, and the construction industry are our largest customers of plates.
 
In 2008, our sales volume of plates increased by 23.6% compared to 2007 primarily due to an increase in demand from the shipbuilding industry.

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Wire Rods
 
Wire rods are used mainly by manufacturers of wire, nails, bolts, nuts and welding rods. Wire rods are also used in the manufacture of coil springs, tension bars and tire cords in the automobile industry.
 
Our deliveries of wire rods amounted to 2.5 million tons in 2008, representing 7.5% of our total sales volume of steel products. The Korean market accounted for 1.9 million tons or 76.0% of our wire rod sales in 2008, representing a domestic market share of approximately 60%. The largest customers for our wire rods are manufacturers of wire ropes and fasteners.
 
In 2008, our sales volume of wire rods increased by 13.6% compared to 2007 primarily due to an increase in demand from the automobile industry.
 
Cold Rolled Products
 
Cold rolled coils and further refined galvanized cold rolled products are used mainly in the automobile industry to produce car body panels. Other users include the household goods, electrical appliances, engineering and metal goods industries.
 
Our deliveries of cold rolled products amounted to 12.7 million tons in 2008, representing 38.0% of our total sales volume of steel products. The Korean market accounted for 7.0 million tons or 54.7% of our cold rolled product sales in 2008, representing a domestic market share of approximately 55%.
 
Cold rolled products constitute our largest product category in terms of sales volume and revenue. Sales of cold rolled products in recent years have experienced growth due to an increase in demand from the automobile industry, which we were able to satisfy through an increase in production resulting from the renovation of a cold rolling mill. In 2008, our sales volume of cold rolled products increased by 4.9% compared to our sales volume in 2007.
 
Silicon Steel Sheets
 
Silicon steel sheets are used mainly in the manufacture of power transformers and generators and rotating machines.
 
Our deliveries of silicon steel sheets amounted to 1,049 thousand tons in 2008, representing 3.1% of our total sales volume of steel products. The Korean market accounted for 473 thousand tons or 45.1% of our silicon steel sheet sales in 2008, representing a domestic market share of approximately 95%.
 
In 2008, our sales volume of silicon steel sheets increased by 12.3% compared to 2007 due to an increase in demand from manufacturers of power transformers and generators, which we were able to satisfy through an increase in production resulting from the renovation of our silicon steel sheet manufacturing facilities.
 
Stainless Steel Products
 
Stainless steel products are used to manufacture household goods and are also used by the chemical industry, paper mills, the aviation industry, the automobile industry, the construction industry and the food processing industry.
 
Our deliveries of stainless steel products amounted to 2.1 million tons in 2008, representing 6.1% of our total sales volume of steel products. The Korean market accounted for 0.9 million tons or 41.6% of our stainless steel product sales in 2008, representing a domestic market share of approximately 60%.
 
Stainless steel products constitute our second largest product category in terms of revenue. Although sales of stainless steel products accounted for only 6.1% of our total sales volume in 2008, they represented 20.3% of our total revenues from sales of steel products in 2008. Our sales volume of stainless steel products decreased by 23.6% in 2008 compared to 2007 due to a general decrease in demand for stainless steel products in 2008.
 
Others
 
Other products include lower value-added semi-finished products such as pig iron, billets, blooms and slab.


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Markets
 
Korea is our most important market. Domestic sales represented 68.3% of our total sales volume of steel products in 2008. Our export sales and overseas sales to customers abroad represented 31.7% of our total sales volume of steel products in 2008. Our sales strategy has been to devote our production primarily to satisfy domestic demand, while seeking export sales to utilize capacity to the fullest extent and to expand our international market presence.
 
Domestic Market
 
The total Korean market for steel products amounted to 58.6 million tons in 2008. We sold a total of 22.9 million tons of steel products in Korea in 2008, maintaining an overall domestic market share of approximately 39.1% for such period.
 
The table below sets out sales of steel products in Korea for the periods indicated.
 
                                         
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
  Thousands
   Thousands
   Thousands
   Thousands
   Thousands
  
Source
 of Tons % of Tons % of Tons % of Tons % of Tons %
 
POSCO’s sales
  23,599   50.0   22,880   48.5   20,991   42.3   21,256   38.6   22,912   39.1 
Other Korean steel companies’ sales
  15,969   33.9   15,957   33.9   18,052   36.4   21,224   38.5   20,658   35.3 
Imports(1)
  7,595   16.1   8,287   17.6   10,591   21.3   12,628   22.9   15,002   25.6 
                                         
Total domestic sales(1)
  47,163   100.0   47,124   100.0   49,634   100.0   55,108   100.0   58,572   100.0 
                                         
 
 
(1) Source: 2008 Official Statistics, Korea Iron & Steel Association.
 
Total sales volume of steel products in Korea remained stagnant in 2005 compared to the prior year but increased by 5.3% in 2006, 11.0% in 2007 and 6.3% in 2008 primarily due to an increase in demand from the shipbuilding and automobile industries during such five-year period, which more than offset a decrease in demand from the construction industry in recent years. From 2004 to 2008, our domestic sales volume decreased from 23.6 million tons in 2004 to 21.0 million tons in 2006 but increased to 22.9 million tons in 2008, in part due to our efforts to increase export sales volume from 2004 to 2006 due to more favorable prices overseas as well as an increase in demand from overseas for our high value added products during such periods. Our market share decreased from 50.0% in 2004 to 38.6% in 2007 before rebounding to 39.1% in 2008.
 
Domestic sales volume of other Korean steel companies, such as Hyundai Steel and Dongbu Steel, increased from 16.0 million tons in 2005 to 21.2 million tons in 2007 primarily due to an increase in their production capacity, and the aggregate market share of other Korean steel companies increased from 33.9% in 2005 to 38.5% in 2007. In 2008, in part due to our decision to sell a greater portion of our sales volume to consumers in Korea due to more favorable domestic prices, domestic sales volume of other Korean steel products decreased by 2.7% to 20.7 million tons and their aggregate market share decreased to 35.3%.
 
In recent years, domestic consumers of steel products have also increasingly relied on imports from foreign competitors, primarily from China and Japan. Import volume of steel products steadily increased from 7.6 million tons in 2004 to 15.0 million tons in 2008, resulting in an increase in their aggregate domestic market share from 16.1% in 2004 to 25.6% in 2008.
 
We sell in Korea higher value-added and other finished products to end-users and semi-finished products to other steel manufacturers for further processing. Local distribution companies and sales affiliates sell finished steel products to low-volume customers. We provide service technicians for large customers and distributors in each important product area.
 
For a discussion of our domestic sales of steel products and factors that may affect domestic sales in the future, see “Item 5. Operating and Financial Review and Prospects — Item 5.A. Operating Results.”


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Exports
 
Our export sales and overseas sales to customers abroad represented 31.7% of our total sales volume of steel products in 2008, 64.4% of which was generated from exports sales and overseas sales to customers in Asian countries. Our export sales and overseas sales to customers abroad in terms of sales volume decreased by 2.2% to 10.6 million tons in 2008. The tables below set out our export sales and overseas sales to customers abroad in terms of sales volume of steel products by geographical market and by product for the periods indicated.
 
                                         
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
  Thousands
   Thousands
   Thousands
   Thousands
   Thousands
  
Region
 of Tons % of Tons % of Tons % of Tons % of Tons %
 
China
  3,138   38.3   2,640   32.1   2,524   25.3   3,186   29.4   2,551   24.0 
Japan
  1,661   20.3   1,843   22.4   1,959   19.6   2,137   19.7   1,953   18.4 
Asia (other than China and Japan)
  1,502   18.3   1,636   19.9   1,895   19.0   2,112   19.5   2,332   22.0 
North America
  737   9.0   761   9.2   963   9.6   756   7.0   760   7.2 
Europe
  116   1.4   34   0.4   318   3.2   546   5.0   510   4.8 
Others
  1,043   12.7   1,320   16.0   2,335   23.3   2,117   19.4   2,504   23.6 
                                         
Total
  8,198   100.0   8,234   100.0   9,994   100.0   10,854   100.0   10,610   100.0 
                                         
 
                                         
  For the Year Ended December 31,
  2004 2005  2006 2007 2008
  Thousands
   Thousands
   Thousands
   Thousands
   Thousands
  
Steel Products
 of Tons % of Tons % of Tons % of Tons % of Tons %
 
Hot rolled products
  2,049   25.0   1,960   23.8   2,477   24.8   1,531   14.1   2,018   19.0 
Plates
  295   3.6   229   2.8   228   2.3   231   2.1   206   1.9 
Wire rods
  252   3.1   333   4.1   498   5.0   502   4.6   605   5.7 
Cold rolled products
  4,139   50.5   4,142   50.3   4,774   47.8   6,186   57.0   5,775   54.4 
Silicon steel sheets
  245   3.0   262   3.2   369   3.7   511   4.7   576   5.4 
Stainless steel products
  1,019   12.4   1,032   12.5   1,245   12.4   1,695   15.6   1,203   11.3 
Others
  199   2.4   276   3.3   403   4.0   198   1.9   227   2.3 
                                         
Total
  8,198   100.0   8,234   100.0   9,994   100.0   10,854   100.0   10,610   100.0 
                                         
 
The table below sets out our total sales, including non-steel sales, by geographical location of customers for the periods indicated.
 
             
  For the Year Ended December 31, 
Geographical Location of Customers
 2006  2007  2008 
  (In billions of Won) 
 
Korea
 W17,250  W19,970  W26,887 
China
  3,070   4,504   4,876 
Asia (other than China and Japan)
  1,486   2,042   3,069 
Japan
  1,312   1,742   2,044 
North America
  610   732   801 
Other
  2,114   2,618   4,066 
             
Total
  25,842   31,608   41,743 
             
 
The above tables include sales by our consolidated sales subsidiaries of steel products purchased by these subsidiaries from third parties, including trading companies to which we sell steel products.


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The table below sets out the world’s apparent crude steel use for the periods indicated.
 
                     
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
 
Apparent crude steel use (million metric tons)
  1,091   1,113   1,178   1,250   1,197 
Percentage of annual increase (decrease)
  10.9%  2.0%  5.8%  6.1%  (4.2)%
 
Source: World Steel Association.
 
Recent difficulties affecting the U.S. and global financial sectors, adverse conditions and volatility in the U.S. and worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the U.S. and global economies have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. Such developments have weakened global demand in steel consumption. The World Steel Association forecasts that global apparent crude steel use is expected to decline by 14.9% to 1,018.6 million metric tons in 2009 after declining by 4.2% (1,197 million metric tons) in 2008.
 
In recent years, driven in part by strong growth in steel consumption in China, the global steel industry has experienced renewed interest in expansion of steel production capacity. World Steel Dynamics estimated the global crude steel production capacity to increase from 1,340 million tons in 2006 to 1,483 million tons in 2008 and expects the production capacity to increase slightly in 2009. The increased production capacity, combined with weakening demand due primarily to the recent slowdown of the global economy, has resulted in production over-capacity in the global steel industry. Production over-capacity in the global steel industry may intensify if the slowdown of the global economy is prolonged or demand from developing countries that have experienced significant growth in the past several years does not meet the recent growth in production capacity.
 
We distribute our export products mostly through Korean trading companies and our overseas sales subsidiaries. Our largest export market in 2008 was China, which accounted for 24.0% of our export volume of steel products, including sales by our overseas subsidiaries. The principal products exported to China are cold rolled products and stainless steel products. Our exports to China amounted to 2.5 million tons in 2006, 3.2 million tons in 2007 and 2.6 million tons in 2008. Our exports to China increased by 26.2% in 2007 primarily due to favorable market price conditions in China in 2007. Sales volume to China decreased by 19.9% in 2008 due to adverse market conditions in the second half of 2008. Our exports to Japan increased from 2.0 million tons in 2006 to 2.1 million tons in 2007 primarily due to a general increase in the Japanese market price for our products. Sales volume to Japan decreased by 8.6% in 2008 to 2.0 million tons due to adverse market conditions in the second half of 2008. Sales volume to Asian countries other than China and Japan increased from 1.9 million tons in 2006 to 2.1 million tons in 2007 and 2.3 million tons in 2008 primarily due to our decision to export more to such countries because of relatively more favorable market conditions of the Southeast Asian region compared to China and Japan.
 
Our sales volume to the United States and Europe remained stable at an aggregate of 1.3 million tons in each of 2006, 2007 and 2008.
 
A significant part of our sales in North America are made to USS-POSCO Industries (“UPI”), a50-50 joint venture between U.S. Steel Corporation and us. We sell hot rolled products to UPI, which uses such products to manufacture cold rolled and galvanized steel products and tin-plate products for sale in the United States. Our sales to UPI were 730 thousand tons in 2006, 494 thousand tons in 2007 and 519 thousand tons in 2008, accounting for approximately 76% of our sales to North America in 2006, 65% in 2007 and 68% in 2008.
 
In the United States, a number of our products have been subject to anti-dumping and countervailing proceedings since 1992. As a result of these proceedings, our sales of corrosion resistant steel are subject to a countervailing duty margin of 0.10% (which is effectively zero pursuant to the de minimis margin rule) and an anti-dumping duty margin of 0.53%. Our sales of stainless steel plates are subject to an anti-dumping duty of 1.19% and our sales of stainless steel sheets are subject to an anti-dumping duty of 0.98%.
 
In China, we are subject to an anti-dumping duty of 11% on our sales of stainless cold rolled steel since December 2000. However, we entered into a suspension agreement in December 2000 with China and agreed to certain price undertakings. Since then, we have been exporting certain types of stainless cold rolled steel products to China that are exempt from such anti-dumping duty.


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Recently, several countries have initiated anti-dumping investigations and other safeguard proceedings relating to our global sales operation. In April 2009, India commenced a safeguard investigation into our sales of hot-rolled coils, sheets and strips. In Indonesia, our hot-rolled products are subject to anti-dumping proceedings. Furthermore, Russia has initiated investigations into our sales of stainless steel products.
 
Our products that have been subject to anti-dumping or countervailing proceedings in the aggregate have not accounted for a material portion of our total sales in recent years. Consequently, the anti-dumping or countervailing duties imposed on our products have not had a material adverse effect on our total sales. However, there can be no assurance that further increases in or new imposition of dumping duties, countervailing duties, quotas or tariffs on our sales in the United States, China, Europe or elsewhere may not have a material adverse effect on our exports to these or other regions in the future.
 
Pricing Policy
 
We determine the sales price of our products based on market conditions. In setting prices, we take into account our costs, including those of raw materials, supply and demand in the Korean market, exchange rates, and conditions in the international steel market.
 
Our export prices can fluctuate considerably over time, depending on market conditions and other factors. The export prices of our higher value-added steel products in the largest markets are determined considering the prices of similar products charged by our competitors. Our export prices in Dollar terms increased in the first half of 2006 due to the recovery of the global steel markets resulting primarily from an increase in demand from the United States and Europe starting in the second quarter, but decreased in the second half of 2006 as such demand slowed. Our export prices in Dollar terms increased in 2007 due to strong demand from China and Japan. Our export prices in Dollar terms have increased further in 2008, driven primarily by increases in prices of raw materials such as iron ore and coal.
 
The recent global economic downturn has adversely affected demand for products manufactured by our customers abroad, which has in turn led them to reduce or plan reductions of their production beginning in the fourth quarter of 2008. Partly in response to the weakening demand, our sales prices have decreased in the first half of 2009. We may decide to adjust our future sales prices on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general.
 
Raw Materials
 
Steel Production
 
The principal raw materials used in producing steel through the basic oxygen steelmaking method are iron ore and coal. We import all of the coal and virtually all of the iron ore that we use. In 2008, POSCO imported approximately 49.4 million dry metric tons of iron ore and 25.5 million wet metric tons of coal. Iron ore is imported primarily from Australia, Brazil and South Africa. Coal is imported primarily from Australia, Canada and China.
 
In 2008, we purchased most of our iron ore and coal imports pursuant to long-term contracts. The long-term contracts generally have terms of five to ten years and provide for periodic price adjustments to the then-market prices. The long-term contracts require us to purchase certain fixed amounts of relevant raw materials each year, and we typically have an option to increase or decrease such fixed amounts up to 5% or 10% each year. We or the suppliers may cancel the long-term contracts only if performance under the contracts is prevented by causes beyond our or their control and these causes continue for a specified period.
 
We also make investments in exploration and production projects abroad to enhance our ability to meet the requirements for high-quality raw materials , either as part of a consortium or through acquisition of a minority interest. We purchased approximately 17.9% of our iron ore and coal imports in 2008 from foreign mines in which we have made investments. Our major investments include an investment of A$424 million in July 2008 to acquire a 10% interest in Macarthur Coal Ltd. to secure approximately 1.0 million tons of coal per year. In April 2008, we also invested $200 million in a consortium with Pallinghurst Resources LLP, American Metals & Coal International, Inc. and Investee Limited to pursue various mining opportunities. As the first co-investment by the consortium, we acquired a 13% interest in a manganese project in Kalahari, South Africa, to secure approximately 130 thousand


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tons of manganese ore per year. In December 2008, we also invested $500 million to acquire a 6.5% interest in Nacional Minérios S.A., an iron ore mining company in Brazil, in a consortium with Japanese steel manufacturers and trading companies. We expect to secure iron ore from the Brazilian venture starting this year, and we expect to secure approximately 5.0 million tons annually starting in 2012. We will continue to seek opportunities to enter into additional strategic relationships that would enhance our ability to meet the requirements for principal raw materials.
 
The average price of coal per wet metric ton (benchmark free on board price of Australian premium hard coking coal), which decreased from $116 in 2006 to $98 in 2007, increased more than three-fold to $300 in 2008. The average price of iron ore per dry metric ton (benchmark free on board price of Australian iron ore fines with iron (Fe) 64% content) increased from $47 in 2006 to $52 in 2007 and $93 in 2008. We currently do not depend on any single country or supplier for our coal or iron ore.
 
Stainless Steel Production
 
The principal raw materials for the production of stainless steel are wrought nickel, ferrochrome, stainless steel scrap and carbon steel scrap. We purchase a substantial portion of our requirements for wrought nickel from leading producers in Australia, Indonesia, New Caledonia, Russia and Japan, as well as Korea. A substantial portion of the requirements for ferrochrome are purchased from producers in South Africa, India and Kazakhstan. Most of the requirements for stainless steel scrap are sourced from domestic and overseas suppliers in Japan, United States and Southeast Asian countries. As for the requirements for carbon steel scrap, scrap from the Pohang Steelworks is also utilized. The average price of nickel per ton (including insurance and freight costs) increased from $24,254 in 2006 to $37,230 but decreased to $21,111 in 2008. The average price of scrap iron per ton (including insurance and freight costs) increased substantially in recent years from $254 in 2006 to $330 in 2007 and $462 in 2008.
 
In order to secure stable sources of nickel for stainless steel production, we entered into a joint venture in April 2006 with Société Minière du Sud Pacifique S.A. to establish SNNC Co., Ltd. (“SNNC”) a company primarily engaged in nickel smelting. We hold a 49% interest in SNNC and Société Minière du Sud Pacifique S.A., a major mining company based in New Caledonia, holds the remaining 51% interest. SNNC operates a nickel smelting works with a production capacity of 30 thousand tons of nickel per year.
 
Transportation
 
Since 1983, we have retained a fleet of dedicated bulk carriers to transport our raw materials through long-term contracts with shipping companies in Korea. These dedicated bulk carriers transported approximately 71% of our coal and iron ore in 2008, with the remaining 29% transported by other vessels through chartering contracts. All imported raw materials are unloaded at our port facilities in Pohang and Gwangyang. Costs of transportation of iron ore and coal represented approximately 18% and 8% of the total cost of such materials in 2008. We expect transportation costs of raw materials to decrease in 2009 due to a weaker demand in the chartering market.
 
The Steelmaking Process
 
Our major production facilities, Pohang Works and Gwangyang Works, produce steel by the basic oxygen steelmaking method. The stainless steel plant at Pohang Works produces stainless steel by the electric arc furnace method. Continuous casting improves product quality by imparting a homogenous structure to the steel. Pohang Works and Gwangyang Works produce all of their products through continuous casting.
 
Steel — Basic Oxygen Steelmaking Method
 
First, molten pig iron is produced in a blast furnace from iron ore, which is the basic raw material used in steelmaking. Molten pig iron is then refined into molten steel in converters by blowing pure oxygen at high pressure to remove impurities. Different desired steel properties may also be obtained by regulating the chemical contents.
 
At this point, molten steel is made into semi-finished products such as slab, blooms or billets at the continuous casting machine. Slab, blooms and billets are produced at different standardized sizes and shapes. Slab, blooms and


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billets are semi-finished lower margin products that we either use to produce our further processed products or sell to other steelmakers that produce further processed steel products.
 
Slab are processed to produce hot rolled coil products at hot strip mills or to produce plates at plate mills. Hot rolled coils are an intermediate stage product that may either be sold to our customers as various finished products or be further processed by us or our customers into higher value-added products, such as cold rolled sheets and silicon steel sheets. Blooms and billets are processed into wire rods at wire rod mills.
 
Stainless Steel — Electric Arc Furnace Method
 
Stainless steel is produced from stainless steel scrap, chrome, nickel and steel scrap using an electric arc furnace. Stainless steel is then processed into higher value-added products by methods similar to those used for steel production. Stainless steel slab are produced at a continuous casting mill. The slab are processed at hot rolling mills into stainless steel hot coil, which can be further processed at cold strip mills to produce stainless cold rolled steel products.
 
Competition
 
Domestic Market
 
We are currently the only fully integrated steel producer in Korea. We generally face fragmented competition in the domestic market. In hot rolled products, where we had a market share of approximately 40% in 2008, we face competition from a Korean steel producer that operates mini-mills and produces hot-rolled coil products from slabs and from various foreign producers, primarily from China and Japan. In cold rolled products and stainless steel products, where we had a market share of approximately 55% and 60%, respectively, in 2008, we compete with smaller specialized domestic manufacturers and various foreign producers, primarily from China and Japan. For a discussion of domestic market shares, see “— Markets — Domestic Market.”
 
We may face increased competition in the future from new specialized or integrated domestic manufacturers of steel products in the Korean market. Our biggest competitors in Korea are Hyundai Steel with an annual crude steel production of approximately 10.8 million tons and Dongbu Steel with an annual crude steel production of approximately 2.5 million tons. Hyundai Steel is currently constructing an integrated steel mill with an annual capacity of 4 million tons, which we expect will become operational in January 2010.
 
The Korean Government does not impose quotas on or provide subsidies to local steel producers. As a World Trade Organization signatory, Korea has also removed all steel tariffs.
 
Export Markets
 
The competitors in our export markets include all the leading steel manufacturers of the world. In recent years, there has been a trend toward industry consolidation among our competitors, and smaller competitors in the global steel market today may become larger competitors in the future. For example, Mittal Steel’s takeover of Arcelor in 2006 created a company with approximately 10% of global steel production capacity. Competition from global steel manufacturers with expanded production capacity such as ArcelorMittal, and new market entrants, especially from China and India, could result in a significant increase in competition. Major competitive factors include range of products offered, quality, price, delivery performance and customer service. Our larger competitors may use their resources, which may be greater than ours, against us in a variety of ways, including by making additional acquisitions, investing more aggressively in product development and capacity and displacing demand for our export products.
 
Various export markets currently impose tariffs on different types of steel products. However, we do not believe that tariffs significantly affect our ability to compete in these markets.
 
Subsidiaries and Global Joint Ventures
 
Steel Production
 
In order to effectively implement our strategic initiatives and to solidify our leadership position in the global steel industry, we have established various subsidiaries and global joint ventures around the world.


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We established POSCO Specialty Steel Co., Ltd. as a wholly-owned subsidiary in Korea in February 1997. POSCO Specialty Steel produces high-quality steel products for the automobile, machinery, nuclear power plant, shipbuilding, aeronautics and electronics industries. Production facilities operated by POSCO Specialty Steel have an aggregate annual production capacity of 842 thousand tons of wire rods, round bars, steel pipes and semi-finished products. POSCO Specialty Steel Co., Ltd. produced 783 thousand tons of such products in 2008.
 
In order to expand our sale of value-added products, we established POSCO Coated and Color Sheet Co., Ltd. by merging a coated steel manufacturer and a color sheet manufacturer in March 1999. POSCO Coated and Color Sheet produces 600 thousand tons a year of both galvanized and aluminized steel sheets widely used in the construction, automobile parts and home appliances industries. POSCO Coated and Color Sheet also produces color sheets with an annual capacity of 350 thousand tons that are mainly used for interior and exterior materials and home appliances.
 
We entered into an agreement with Sagang Group Co. to establish Zhangjiagang Pohang Stainless Steel Co., Ltd., a joint venture company in China for the manufacture and sale of stainless cold rolled steel products. We have an 82.5% interest in the joint venture (including 23.9% interest held by POSCO China Holding Corporation). The plant commenced production of stainless cold rolled steel products in December 1998. The joint venture also completed the construction of new mills in July 2006 with additional annual production capacity of approximately 800 thousand tons of stainless hot rolled products. Zhangjiagang Pohang Stainless Steel produced 658 thousand tons of stainless steel products in 2008.
 
We established Qingdao Pohang Stainless Steel Co., Ltd., a wholly owned subsidiary set up to manufacture and sell stainless cold rolled steel products in China. Construction of the plant operated by Qingdao Pohang Steel began in April 2003 and became operational in December 2004, with an annual production capacity of 180 thousand tons of stainless cold rolled steel products. Qingdao Pohang Steel produced 153 thousand tons of such products in 2008.
 
In August 2003, we entered into a joint venture agreement with Benxi Iron and Steel Group in China to establish Benxi Steel POSCO Cold Rolled Sheet Co., Ltd. and build a cold rolling mill with annual production capacity of 1.9 million tons. The cold rolling mill became operational in March 2006 and produced 1.5 million tons of such products in 2008. We currently hold a 25% interest in this joint venture.
 
In November 2003, we launched POSCO China Holding Corporation, a wholly-owned holding company for our investments in China. POSCO China Holding Corporation also provides support to our Chinese investment projects and affiliated companies with their marketing efforts in China and solidifies their business relationships with clients and suppliers.
 
In addition to the above investments, we are carefully seeking out additional promising investment opportunities abroad. In June 2005, we entered into a memorandum of understanding with Orissa State Government of India for the construction of an integrated steel mill and the development of iron ore mines in Orissa State. We estimate the aggregate costs of the initial phase of construction and mine development to be approximately $3.7 billion and an additional cost of approximately $8.3 billion in order to increase the annual production capacity to 12 million tons of plates and hot rolled products. In 2008, we obtained stage one clearance for 2,959 acres of forest land from the Indian Supreme Court, and acquired approximately 500 acres of land for the construction of a steel mill and a port. In the process of acquiring land for construction, we have provided rehabilitation and resettlement packages (including construction of 60 transit homes) for local residents affected by our project. Currently, we are in the process of acquiring approximately 4,000 acres of land for the construction and obtaining regulatory approvals and mining rights for the development of iron ore mines.
 
We entered into an agreement with Nippon Steel Corporation to establish POSCO Vietnam Co., Ltd., a joint venture company in Vietnam for the manufacture and sale of cold rolled steel products. We have an 85% interest in the joint venture. In November 2006, we obtained an approval from the Vietnamese Government to construct steel mills with an annual production capacity of 1.2 million tons of cold rolled products and 3.0 million tons of hot rolled products, pursuant to which we expect to invest $211 million and finance the remainder to construct a $528 million cold rolling mill with target completion in September 2009.


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In Mexico, we are planning to build an automotive steel sheet plant to supply automobile manufacturers in Mexico, Southeastern United States and South America. We expect to invest $143.3 million and finance the remainder to construct a $250 million continuous galvanized line plant with an annual capacity of 0.4 million tons with target completion in July 2009.
 
In the United States, we entered into a joint venture in March 2007 with US Steel and SeAH to establish United Spiral Pipe to produce American Petroleum Institute-compliant pipes targeting customers in the United States and Canada. We hold a 35% interest in the company. US Steel and we will each supply 50% of the hot-rolled steel required for the production of pipes. United Spiral Pipe is currently constructing a $129 million manufacturing plant with an annual production capacity of 270,000 tons with target completion in July 2009.
 
In order to secure an alternative sales source for stainless hot-rolled steel products and an export base for expanding into the Southeast Asia stainless steel markets, we acquired a 15% interest in Thainox Stainless Public Company Limited, a major stainless steel manufacturer in Thailand, in 2007.
 
We have also established supply chain management centers around the world to provide processing and logistics services such as cutting flat steel products to smaller sizes to meet customers’ needs. In 2008, our 35 supply chain management centers recorded aggregate sales of 2.15 million tons of steel products.
 
Steel Trading
 
Our trading activities consist of exporting and importing a wide range of steel products that are both obtained from and supplied to POSCO, as well as between other suppliers and purchasers in Korea and overseas. To strengthen our global market presence, we are coordinating these trading activities through a global trading network comprised of overseas subsidiaries, branches and representative offices. Such subsidiaries and offices support our trading activities by locating suitable local suppliers and purchasers on behalf of ourselves as well as customers, identifying business opportunities and providing information regarding local market conditions. Our consolidated subsidiaries engaged in steel trading include POSCO Steel Service & Sales Co., Ltd. that primarily focuses in the domestic market, and POSCO Asia Company Limited located in Hong Kong, POSCO Japan Co., Ltd. located in Tokyo, Japan and POSCO America Corporation located in New Jersey, U.S.A.
 
Engineering and Construction
 
POSCO E&C is one of the leading engineering and construction companies in Korea, primarily engaged in the planning, design and construction of industrial plants and architectural works and civil engineering projects. In particular, POSCO E&C has established itself as one of the premier engineering and construction companies in Korea through:
 
  • its strong and stable customer base; and
 
  • its cutting-edge technological expertise obtained from construction of advanced integrated steel plants, as well as participation in numerous modernization and rationalization projects at our Pohang Works and Gwangyang Works.
 
Leveraging its technical know-how and track record of building some of the leading industrial complexes in Korea, POSCO E&C has also focused on diversifying its operations into construction of high-end apartment complexes and participating in a wider range of architectural works and civil engineering projects, as well as engaging in urban planning and development projects and expanding its operations abroad. One of its landmark urban planning and development projects includes the development of a 5.7 million-square meter area of Songdo International City in Incheon, which POSCO E&C is co-developing with Gale International, a respected real estate developer based in the United States. POSCO E&C also invested approximately Won 319 billion in April 2008 to acquire an 88.7% equity interest in Daewoo Engineering Company, a leading engineering company in Korea with expertise in chemical and petrochemical, energy, industrial plant and civil works.


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Energy
 
We have accumulated several decades of experience and know-how in a wide range of energy-related fields, including natural gas and other forms of power generation. As part of our diversification efforts, we strive to identify appropriate opportunities for power generation, renewable energy projects, liquefied natural gas logistics and natural gas exploration.
 
In order to make inroads into the power generation business, in 2006 we completed the acquisition of the largest domestic private power generation company that operates a liquefied natural gas combined cycle power plant with total power generation capacity of 1,800 megawatts and renamed it POSCO Power Corporation. In 2008, POSCO Power Corporation commenced construction of a liquefied natural gas combined cycle power plant in Incheon with total power generation capacity of 1,200 megawatts. POSCO Power Corporation plans to continue to expand its power generation capacity. In order to meet the increasing demand for clean and renewable sources of energy, POSCO Power Corporation signed a strategic partnership agreement in February 2007 with FuelCell Energy, a global leader in molten carbonate fuel cell technology, pursuant to which POSCO Power Corporation will explore opportunities to expand into the stationary fuel cell market. POSCO Power Corporation completed construction of a fuel cell manufacturing plant with an annual production capacity of 50 megawatts in Pohang in 2008 with the objective of enhancing the company’s ability to meet the growing demands for clean and renewable energy.
 
In an effort to reduce our dependency on oil and to comply with the carbon emissions regulations of the United Nations Framework Convention on Climate Change, we became the first company in Korea in the private sector to import liquefied natural gas in 2005 and have been using natural gas in lieu of oil for energy generation at our steel production facilities. We constructed the Gwangyang liquefied natural gas receiving terminal, which is equipped with two 100,000 cubic meter storage tanks. In July 2007, we began expanding the terminal to increase the storage capacity from 200,000 cubic meters to 365,000 cubic meters by September 2010.
 
We are also actively seeking business opportunities in the exploration and production of oil and natural gas. In 2007, we participated in the Aral Sea Exploration Project in the Republic of Uzbekistan (“Uzbekistan”), purchasing a 9.8% interest from the Korea National Oil Corporation. Additionally, we acquired a 12.5% interest in 2008 in the Namangan-Tergachi and Chust-Pap Oil and Gas Exploration Project in Uzbekistan.
 
Others
 
We acquired or established several subsidiaries that address specific services to support the operations of Pohang Works and Gwangyang Works. POSCON Co., Ltd., acquired in 1986, provides industrial engineering services to member companies of the POSCO Group and manufacturing services utilizing automation technology. POSDATA, founded in 1989, provides information and technology consulting and system network integration and outsourcing services. POSCO Machinery & Engineering Co., Ltd. and POSCO Machinery Co., Ltd. were established to perform maintenance of our manufacturing equipment. POSCO Refractories and Environment Company Ltd. manufactures refractories and industrial furnaces.
 
We also entered into a joint venture with Mitsui Corporation of Japan and hold a 51.0% interest in POSCO Terminal Co., Ltd. that provides logistics services related to storage and transportation of raw materials used in steel production and other industries. Facilities operated by POSCO Terminal Co., Ltd. currently have an annual handling capacity of 6.3 million tons. We also entered into a joint venture with Nippon Steel Corporation and hold a 70.0% interest in POSCO-Nippon Steel RHF Joint Venture Co., Ltd. that supplies direct reduced iron and recycling services of dry dust generated in our steelworks.
 
Insurance
 
As of December 31, 2008, our property, plant and equipment are insured against fire and other casualty losses up to Won 12,141 billion. In addition, we carry general insurance for vehicles and accident compensation insurance for our employees to the extent we consider appropriate.


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Item 4.C.  Organizational Structure
 
The following table sets out the jurisdiction of incorporation and our ownership interests of our significant subsidiaries:
 
         
  Jurisdiction of
 Percentage of
Name
 Incorporation Ownership
 
POSCO Engineering & Construction Co., Ltd. 
  Korea   89.5%
POSCO Power Corporation
  Korea   100.0%
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
  China   82.5%
POSCO Specialty Steel Co., Ltd. 
  Korea   100.0%
POSCO Steel Service & Sale Co., Ltd. 
  Korea   95.3%
POSDATA Co., Ltd. 
  Korea   61.9%
 
Item 4.D.  Property, Plants and Equipment
 
Our principal properties are Pohang Works, which is located at Youngil Bay on the southeastern coast of Korea, and Gwangyang Works, which is located in Gwangyang City in the southwestern region of Korea. We expect to increase our production capacity in the future when we increase our capacity as part of our facilities expansion or as a result of continued modernization and rationalization of our existing facilities. For a discussion of major items of our capital expenditures currently in progress, see “Item 5. Operating and Financial Review and Prospects — Item 5.B. Liquidity and Capital Resources — Liquidity — Capital Expenditures and Capital Expansion.”
 
Pohang Works
 
Construction of Pohang Works began in 1970 and ended in 1983. We increased the annual crude steel and stainless steel production capacity of Pohang Works from 14.3 million tons in 2007 to 15.0 million tons in 2008 through the installation of a dephosphorization facility at Pohang Works’ no. 2 steelmaking plant. Pohang Works produces a wide variety of steel products. Products produced at Pohang Works include hot rolled sheets, plates, wire rods and cold rolled sheets, as well as specialty steel products such as stainless steel sheets and silicon steel sheets. These products can also be customized to meet the specifications of our customers.
 
Situated on a site of 8.9 million square meters at Youngil Bay on the southeastern coast of Korea, Pohang Works consists of 40 plants, including iron-making, crude steelmaking and continuous casting and other rolling facilities. Pohang Works also has docking facilities capable of accommodating ships as large as 200,000 tons for unloading raw materials, storage areas for up to 34 days’ supply of raw materials and separate docking facilities for ships carrying products for export. Pohang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.
 
The following table sets out Pohang Works’ capacity utilization rates for the periods indicated.
 
                     
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
 
Crude steel and stainless steel production capacity (million tons per year)
  13.30   13.30   13.30   14.30   15.00 
Actual crude steel and stainless steel output (million tons)
  13.45   13.36   12.60   13.66   14.94 
Capacity utilization rate (%)(1)
  101.1   100.4   94.7   95.5   99.6 
 
 
(1) Calculated by dividing actual crude steel and stainless steel output by the actual crude steel and stainless steel production capacity for the relevant period as determined by us.
 
Gwangyang Works
 
Construction of Gwangyang Works began in 1985 on a site of 13.7 million square meters reclaimed from the sea in Gwangyang City in the southwestern region of Korea. We increased the annual crude steel production capacity of Gwangyang Works from 16.7 million tons in 2007 to 18.0 million tons in 2008 through the installation


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of a dephosphorization facility at Gwangyang Works’ no. 2 steelmaking plant. Gwangyang Works specializes in high volume production of a limited number of steel products. Products manufactured at Gwangyang Works include both hot and cold rolled types.
 
Gwangyang Works is comprised of 43 plants, including iron-making plants, steelmaking plants, continuous casting plants, hot strip mills and thin-slab hot rolling plants. The site also features docking and unloading facilities for raw materials capable of accommodating ships of as large as 300,000 tons for unloading raw materials, storage areas for 38 days’ supply of raw materials and separate docking facilities for ships carrying products for export.
 
We believe Gwangyang Works is one of the most technologically advanced integrated steel facilities in the world. Gwangyang Works has a completely automated, linear production system that enables the whole production process, from iron-making to finished products, to take place without interruption. This advanced system reduces the production time for hot rolled products to only four hours. Like Pohang Works, Gwangyang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.
 
Capacity utilization has kept pace with increases in capacity. The following table sets out Gwangyang Works’ capacity utilization rates for the periods indicated.
 
                     
  For the Year Ended December 31,
  2004 2005 2006 2007 2008
 
Crude steel production capacity (million tons per year)
  16.70   16.70   16.70   16.70   18.00 
Actual crude steel output (million tons)
  16.76   17.19   17.45   17.41   18.20 
Capacity utilization rate (%)(1)
  100.4   102.9   104.5   104.2   101.1 
 
 
(1) Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.
 
The Environment
 
We believe we are in compliance with applicable environmental laws and regulations in all material respects. Our levels of pollution control are higher than those mandated by Government standards. We established an on-line environmental monitoring system with real-time feedback on pollutant levels and a forecast system of pollutant concentration in surrounding areas. We also undergo periodic environmental inspection by both internal and external inspectors in accordance with ISO 14001 standards to monitor execution and maintenance of our environmental management plan. We recently invested in comprehensive flue gas treatment facilities at some of our sinter plants, dust collector at steelmaking plants and coke wastewater treatment facilities. In addition, we recycle most of the by-products from the steelmaking process. We also have been developing environmentally friendly products such as chrome-free steel sheets in an effort to compete with products from the European Union, the United States and Japan and to meet strengthened environmental regulations. Anticipating the trend toward increasing regulation of chrome in various steel products, we introduced chrome-free steel products meeting international environmental standards in 2006 that are used to manufacture automobile oil tanks.
 
We plan to continue to invest in developing more environmentally friendly steel manufacturing processes. We commenced research and development for a new steel manufacturing technology called FINEX in 1992 jointly with the Research Institute of Industrial Science and Technology and VOEST Alpine, an Australian company, and we completed the construction of our first FINEX plant in May 2007 with an annual steel production capacity of 1.5 million tons. We increased the annual steel production capacity to 2.1 million tons in 2008. We will continue to refine FINEX, a low cost, environmentally friendly steel manufacturing process that we believe optimizes our production capacity by utilizing non-agglomerated iron ore fines and using non-coking coal as an energy source and a reducing agent. We believe that FINEX offers considerable environmental and economic advantages by eliminating major sources of pollution such as sinter and coke plants, as well as decreasing operating and raw material costs.
 
In response to increasingly strict regulation on greenhouse gas emissions as outlined in the Kyoto Protocol, we engage in various Clean Development Mechanism (“CDM”) projects to strive to reduce carbon dioxide emissions


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during the steel manufacturing process and acquire certified emission reductions. For instance, in July 2008, we obtained an approval issued by the CDM Executive Board governed by the United Nations Framework Convention on Climate Change for the operation of a hydroelectric power plant. Additionally, in joint efforts with Nippon Steel Corporation, we are in the process of developing a low-emission Rotary Hearth Furnace facility to be located at Gwangyang Works. As part of our commitment to global forest conservation, we also established an entity in Uruguay to engage in afforestation and reforestation projects.
 
POSCO spent Won 194 billion in 2006, Won 494 billion in 2007 and Won 215 billion in 2008 on anti-pollution facilities.
 
Item 4A.  Unresolved Staff Comments
 
We do not have any unresolved comments from the Securities and Exchange Commission staff regarding our periodic reports under the Exchange Act of 1934.
 
Item 5.  Operating and Financial Review and Prospects
 
Item 5.A.  Operating Results
 
Our results of operations are affected by sales volume, unit prices and product mix, costs and production efficiency and exchange rate fluctuations.
 
Overview
 
Sales Volume, Prices and Product Mix
 
In recent years, our net sales have been affected by the following factors:
 
  • the demand for our products in the Korean market and our capacity to meet that demand;
 
  • our ability to compete for sales in the export market;
 
  • price levels; and
 
  • our ability to improve our product mix.
 
Domestic demand for our products is affected by the condition of major steel consuming industries, such as construction, shipbuilding, automobile, electrical appliances and downstream steel processors, and the Korean economy in general.
 
Our crude steel output increased from 31.2 million tons in 2006 to 32.8 million tons in 2007, and sales volume increased from 31.0 million tons in 2006 to 32.1 million tons in 2007. In 2008, our crude steel output increased to 34.7 million tons and sales volume increased to 33.5 million tons primarily due to an increase in production resulting from commencement of operation of the dephosphorization converter at Gwangyang Works and productivity improvement. For a discussion of our sales volume and revenues by major products and markets from 2004 to 2008, see “Item 4. Information on the Company — Item 4.B. Business Overview — Major Products” and “— Markets.” The recent global economic downturn has adversely affected demand for products manufactured by our customers in Korea and overseas, such as those in the automobile, shipbuilding and construction industries, which has in turn led them to reduce or plan reductions of their production beginning in the fourth quarter of 2008. Partly in response to the weakening demand, we have reduced our crude steel production starting in the first half of 2009. We may decide to adjust our future crude steel production on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We cannot predict how long the current market conditions will last.
 
In 2007, unit sales price in Won for all of our principal product lines increased, and the weighted average unit prices for our products increased by 20.4% in 2007 compared to 2006 despite an appreciation of the Won against the Dollar in 2007 that contributed to a decrease in our export prices in Won terms. The average exchange rate of the Won against the Dollar appreciated from Won 956.1 per Dollar in 2006 to Won 929.2 per Dollar in 2007. Unit sales price of stainless steel products, which accounted for 8.4% of total sales volume, increased by 20.6% in 2007. Unit


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sales price of silicon steel sheets, which accounted for 2.9% of total sales volume, increased by 19.3% in 2007. Unit sales price of wire rods, which accounted for 6.9% of total sales volume, increased by 13.6% in 2007. Unit sales price of cold rolled products, which accounted for 37.8% of total sales volume, increased by 14.7% in 2007. Unit sales price of hot rolled products, which accounted for 25.6% of total sales volume, increased by 12.9% in 2007. Unit sales price of plates, which accounted for 12.2% of total sales volume, increased by 10.2% in 2007.
 
In 2008, unit sales price in Won for all of our principal product lines increased, and the weighted average unit prices for our products increased by 23.3%, in part due to depreciation of the Won against the Dollar in 2008 that contributed to an increase in our export prices in Won terms. The average exchange rate of the Won against the Dollar depreciated from Won 929.2 per Dollar in 2007 to Won 1,102.6 per Dollar in 2008. Unit sales price of hot rolled products, which accounted for 25.9% of total sales volume, increased by 46.4% in 2008. Unit sales price of wire rods, which accounted for 7.5% of total sales volume, increased by 35% in 2008. Unit sales price of plates, which accounted for 14.5% of total sales volume, increased by 33.8% in 2008. Unit sales price of silicon steel sheets, which accounted for 3.1% of total sales volume, increased by 30% in 2008. Unit sales price of cold rolled products, which accounted for 38% of total sales volume, increased by 29.2% in 2008. Unit sales price of stainless steel products, which accounted for 6.1% of total sales volume, increased by 15% in 2008.
 
Our export prices in Dollar terms increased in the first half of 2006 due to the recovery of the global steel markets resulting primarily from an increase in demand from the United States and Europe starting in the second quarter, but decreased in the second half of 2006 as such demand slowed during this period. Our export prices in Dollar terms increased in 2007 due to strong demand from China and Japan. Our export prices in Dollar terms have increased further in 2008 driven by increases in prices of raw materials such as iron ore and coal. Partly in response to the weakening demand resulting from the global economic downturn, our export prices in dollar terms have decreased in the first half of 2009. We may decide to adjust our future export sales prices on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. See “Item 4. Information on the Company — Item 4.B. Business Overview — Markets — Exports.”
 
The table below sets out the average unit sales prices for our semi-finished and finished steel products for the periods indicated.
 
             
  For the Year Ended December 31, 
Products
 2006  2007  2008 
  (In thousands of Won per ton) 
 
Hot rolled products
 W484.2  W546.8  W800.3 
Plates
  658.4   725.2   970.6 
Wire rods
  577.2   656.0   885.8 
Cold rolled products
  622.7   714.0   922.7 
Silicon steel sheets
  991.8   1,182.9   1,538.3 
Stainless steel products
  2,544.3   3,069.0   3,530.4 
Others
  476.6   509.5   806.5 
             
Average(1)
 W720.6  W867.3  W1,069.0 
             
 
 
(1) “Average” prices are based on the weighted average, by sales volume, of our sales for the listed products. See “Item 4. Information on the Company — Item 4.B. Business Overview — Major Products.”
 
Costs and Production Efficiency
 
Our major costs and operating expenses are raw material purchases, depreciation, labor and other purchases.


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The table below sets out a breakdown of our total costs and operating expenses as a percentage of our net sales for the periods indicated.
 
             
  For the Year Ended
  December 31,
  2006 2007 2008
  (Percentage of net sales)
 
Cost of goods sold
  77.0%  78.8%  78.0%
Selling and administrative expenses(1)
  6.0   5.6   4.8 
Total operating expenses
  83.0   84.4   82.8 
Gross margin
  23.0   21.2   22.0 
Operating margin
  17.0   15.6   17.2 
 
 
(1) See Note 24 of Notes to Consolidated Financial Statements.
 
Our production efficiency in recent years has continued to benefit from operation near or in excess of stated capacity levels. Production capacity represents our maximum production capacity that can be achieved with an optimal level of operations of our facilities. We expect to increase our production capacity in the future when we increase our production capacity as part of our facilities expansion or as a result of continued modernization and rationalization of our existing facilities. See “Item 4. Information on the Company — Item 4.D. Property, Plants and Equipment.”
 
The table below sets out certain information regarding our efficiency in the production of steel products for the periods indicated.
 
             
  For the Year Ended
  December 31,
  2006 2007 2008
 
Crude steel and stainless steel production capacity (million tons per year)(1)
  31.2   32.8   34.6 
Actual crude steel and stainless steel output (million tons)
  31.2   32.8   34.7 
Capacity utilization rate (%)
  99.9   99.9   100.3 
Steel product sales (million tons)(2)
  30.98   32.11   33.52 
Man-hoursper ton of crude steel produced(3)
  1.06   0.91   0.81 
 
 
(1) Includes production capacity of POSCO Specialty Steel Co., Ltd. and Zhangjiagang Pohang Stainless Steel Co., Ltd.
 
(2) Includes sales by our consolidated sales subsidiaries of steel products purchased by them from third parties, including trading companies to which we sell steel products. These sales amounted to approximately 0.8 million tons in 2006, 1.0 million tons in 2007 and 0.9 million tons in 2008.
 
(3) Does not include in the calculation employees of our subsidiaries or subcontractors.
 
Exchange Rate Fluctuations
 
The Won has fluctuated rapidly against major currencies recently, which has affected our results of operations and liquidity. The market average exchange rate, as announced by the Seoul Money Brokerage Services, Ltd., depreciated from Won 934.5 to US$1.00 on January 3, 2008 to Won 1,573.6 to US$1.00 on March 3, 2009. The market average exchange rate, as announced by the Seoul Money Brokerage Services, Ltd., was Won 1,283.6 to US$1.00 on June 26, 2009. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:
 
  • an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt, which accounted for approximately 58.3% of our total long-term debt (excluding discounts on debentures issued and including current portion) as of December 31, 2008;


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  • an increase in Won terms in the costs of raw materials and equipment that we purchase from overseas sources and a substantial portion of our freight costs, which are denominated in Dollars; and
 
  • foreign exchange translation losses on liabilities, which lower our earnings for accounting purposes.
 
Appreciation of the Won, on the other hand, (i) causes our export products to be less competitive by raising our prices in Dollar terms and (ii) reduces net sales and accounts receivables in Won from export sales, which are primarily denominated in Dollars. However, because of the larger positive effects of the appreciation of the Won (i.e., the reverse of the negative effects caused by the depreciation of the Won, as discussed above), appreciation of the Won generally has a positive impact on our results of operations. See “Item 3. Key Information — Item 3.A. Selected Financial Data — Exchange Rate Information.”
 
We attempt to minimize our exposure to currency fluctuations by attempting to maintain export sales, which result in foreign currency receipts, at a level that covers foreign currency obligations to the extent feasible. As a result, a decrease in our export sales could increase our foreign exchange risks. From time to time we also enter into cross currency swap agreements in the management of our interest rate and currency risks and currency forward contracts with financial institutions to reduce the fluctuation risk of future cash flows. As of December 31, 2008, we had entered into swap contracts, currency forward contracts and currency future contracts. The net valuation gain of our derivatives contracts was Won 58 billion and the net transaction loss was Won 62 billion in 2008. We may incur further losses under our existing contracts or any swap or other derivative product transactions entered into in the future. See Note 23 of Notes to Consolidated Financial Statements.
 
No. 2 Mini-mill at Gwangyang Works
 
We started the construction of the no. 2 mini-mill at Gwangyang Works in 1997. Our board of directors decided in May 1998 to temporarily suspend the construction of the mini-mill due to the unstable economic condition in Korea and the Asia Pacific Region. Due to the continuing unstable economic condition and related decrease in the selling price of products, which in turn resulted in the deterioration in profitability, the management’s operations committee decided in April 2002 to cease the construction of the no. 2 mini-mill. We recognized impairment losses on theconstruction-in-progressin Gwangyang no. 2 mini-mill amounting to Won 470 billion in 2003 and 2004 and reclassified related machinery held to be disposed of in the future as other investment assets as of December 31, 2004. We entered into a contract with Al-Tuwairqi Trading and Contracting Establishment of Saudi Arabia in June 2006 to sell the no. 2 mini-mill equipment for $96 million. Dismantling and transportation of the equipment was completed in August 2008.
 
Reportable Operating Segments
 
We have four reportable operating segments — a steel segment, an engineering and construction segment, a trading segment and a segment that contains operations of all other entities which fall below the reporting thresholds. The steel segment includes production of steel products and sale of such products. The engineering and construction segment includes planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas. The trading segment consists of exporting and importing a wide range of steel products that are both obtained from and supplied to POSCO, as well as between other suppliers and purchasers in Korea and overseas. The “others” segment includes power generation, liquefied natural gas production, network and system integration, logistics and magnesium coil and sheet production. See Note 31 of Notes to Consolidated Financial Statements.
 
Inflation
 
Inflation in Korea, which was 2.2% in 2006, 2.5% in 2007 and 4.7% in 2008, has not had a material impact on our results of operations in recent years.
 
Critical Accounting Estimates
 
Our financial statements are prepared in accordance with Korean GAAP and reconciled to U.S. GAAP. The preparation of these financial statements under Korean GAAP as well as the U.S. GAAP reconciliation requires us


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to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We have identified the following areas where we believe assumptions and estimates are particularly critical to the financial statements:
 
Allowance for Doubtful Accounts
 
We maintain an allowance for doubtful accounts for exposures in our receivable balances that represent our estimate of probable losses in our short-term and long-term receivable balances. Determining the allowance for doubtful accounts requires significant management judgment and estimates including, among others, the credit worthiness of our customers, experience of historical collection patterns, potential events and circumstances affecting future collections and the ongoing risk assessment of our customers’ ability to pay. Unforeseen circumstances such as adverse market conditions that deviate significantly from our estimates may require us to change the timing of and make additional allowances to our receivable balances. As part of our selling and administrative expenses, we recognized provisions for doubtful accounts of Won 117 billion in 2006, Won 62 billion in 2007 and Won 24 billion in 2008. Our estimated losses that may arise from doubtful accounts were relatively high in 2006 primarily due to an increase in provision for doubtful accounts of POSCO E&C resulting from a downturn in the construction industry in Korea.
 
Valuation of Investment Securities and Derivatives
 
We invest in various financial instruments including debt and equity securities and derivatives. Depending on the accounting treatment specific to each type of financial instrument, an estimate of fair value is required to determine the instrument’s effect on our consolidated financial statements.
 
If available, quoted market prices provide the best indication of fair value. We determine the fair value of our securities using quoted market prices when available, including quotes from dealers trading those securities. If quoted market prices are not available, we determine the fair value based on pricing or valuation models, quoted prices of instruments with similar characteristics or discounted cash flows. The fair value of unlisted equity securities held for investment (excluding those of affiliates and subsidiaries) is based on the latest obtainable net asset value of the investees, which often reflects cost or other reference events. These fair values based on pricing and valuation models, discounted cash flow analysis, or net asset values are subject to various assumptions used which, if changed, could significantly affect the fair value of the investments.
 
When the fair value of a listed equity security or the net equity value of an unlisted equity security declines compared to acquisition cost and is not expected to recover (impaired investment security), the value of the equity security is adjusted to its fair value or net asset value, with the valuation loss charged to current operations. When the fair value of aheld-to-maturityor anavailable-for-saleinvestment debt security declines compared to the acquisition cost and is not expected to recover (impaired investment security), the carrying value of the debt security is adjusted to its fair value with the resulting valuation loss charged to current operations.
 
As part of this impairment review, the investee’s operating results, net asset value and future performance forecasts as well as general market conditions are taken into consideration. If we believe, based on this review, that the market value of an equity security or a debt security may realistically be expected to recover, the loss will continue to be classified as temporary. If economic or specific industry trends worsen beyond our estimates, valuation losses previously determined to be recoverable may need to be charged as a valuation loss in current operations.
 
Significant management judgment is involved in the evaluation of declines in value of individual investments. The estimates and assumptions used by our management to evaluate declines in value can be impacted by many factors, such as the financial condition, earnings capacity and near-term prospects of the company in which we have invested, the length of time and the extent to which fair value has been less than cost, and our intent and ability to hold the related security for a period of time sufficient to allow for any recovery in market value. The evaluation of these investments is also subject to the overall condition of the economy and its impact on the capital markets. Any changes in these assumptions could significantly affect the valuation and timing of recognition of valuation losses classified as other than temporary.


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We recognized losses on impairment of investments of Won 2 billion in 2006, Won 12 billion in 2007 and Won 121 billion in 2008. Loss on impairment of investments increased significantly in 2008 primarily due to an impairment loss of Won 97 billion resulting from a decrease in the fair value of our July 2008 investment in Macarthur Coal Limited.
 
Long-lived Assets
 
The depreciable lives and salvage values of our long-lived assets are estimated and these assets are reviewed for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recovered. There were no significant changes in assumption to estimated useful lives or salvage value assumptions in 2006, 2007 and 2008. The recoverable amount is measured at the greater of net selling price or value in use. When the book value of long-lived asset exceeds the recoverable value of the asset due to obsolescence, physical damage or a decline in market value and the amount is material, the impairment of asset is recognized and the asset’s carrying value is reduced to its recoverable value and the resulting impairment loss is charged to current operations. Such recoverable value is based on our estimates of the future use of assets that is subject to changes in market conditions.
 
Our estimates of the useful lives and recoverable values of long-lived assets are based on historical trends adjusted to reflect our best estimate of future market and operating conditions. Also, our estimates include the expected future period in which the future cash flows are expected to be generated from continuing use of the assets that we review for impairment and cash outflows to prepare the assets for use that can be directly attributed or allocated on a reasonable and consistent basis. If applicable, estimates also include net cash flows to be received or paid for the disposal of the assets at the end of their useful lives. As a result of the impairment review, when the sum of the discounted future cash flows expected to be generated by the assets is less than the book value of the assets, we recognize impairment losses based on the recoverable value of those assets. We made a number of significant assumptions and estimates in the application of the discounted cash flow model to forecast cash flows, including business prospects, market conditions, selling prices and sales volume of products, costs of production and funding sources. Further impairment charges may be required if triggering events occur, such as adverse market conditions, suggesting deterioration in an asset’s recoverability or fair value. Assessment of the timing of when such declines become other than temporaryand/or the amount of such impairment is a matter of significant judgment. Results in actual transactions could differ from those estimates used to evaluate the impairment of such long-lived assets. A percentage difference in cash flow projections or discount rate used would not likely result in an impairment write-down.
 
Inventories
 
The costs of inventories are determined using the moving-weighted average or weighted average method whilematerials-in-transitare determined using the specific identification method. Amounts of inventory are written down to net realizable value due to losses occurring in the normal course of business and the allowance is reported as a contra inventory account, while the related charge is recognized in cost of goods sold. Gains and losses pertaining to physical inventory adjustments are also included in cost of goods sold.
 
Operating Results
 
2008 Compared to 2007
 
Our sales in 2008 increased by 32.1% to Won 41,743 billion from Won 31,608 billion in 2007, reflecting an increase of 23.3% in the average unit sales price per ton of our steel products, as discussed in “— Overview — Sales Volume, Prices and Product Mix” above, and a 4.4% increase in the sales volume of our steel products.
 
Sales volume of plates, which accounted for 14.5% of total sales volume, showed the greatest increase among our major steel product categories in 2008 with an increase of 23.6%. Sales volume of wire rods, which accounted for 7.5% of total sales volume, increased by 13.6%. Sales volume of silicon steel sheets, which accounted for 3.1% of total sales volume, increased by 12.3%. Sales volume of hot rolled products, which accounted for 25.9% of total sales volume, increased by 5.6%. Sales volume of cold rolled products, which accounted for 38% of total sales volume, increased by 4.9%. On the other hand, sales volume of stainless steel products, which accounted for 6.1%


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of total sales volume, decreased by 23.6%. See “Item 4. Information on the Company — Item 4.B. Business Overview — Major Products.”
 
Our sales to domestic customers in 2008 increased by 34.6% in terms of sales revenues (including sales of non-steel products and services) and increased by 7.8% in terms of sales volume of steel products compared to 2007. In 2008, our sales to domestic customers accounted for approximately 68.3% of our total sales volume of steel products, compared to 66.2% in 2007. The increase in domestic sales revenues in 2008 compared to 2007 was attributable primarily to an increase in the price of steel products sold in Korea and, to a lesser extent, an increase in sales volume to domestic customers.
 
Our export sales and overseas sales to customers abroad in 2008 increased by 27.6% in terms of sales revenues (including sales of non-steel products and services) and decreased by 2.2% in terms of sales volume of steel products compared to 2007. Export sales and overseas sales to customers abroad as a percentage of total sales volume decreased to 31.7% of our total sales volume of steel products in 2008 compared to 33.8% in 2007. The increase in export sales and overseas sales to customers abroad in terms of sales revenues in 2008 compared to 2007 was attributable to an increase in the price of steel products sold abroad, which was offset in part by a decrease in sales volume to customers abroad.
 
Gross profit in 2008 increased by 36.9% to Won 9,180 billion from Won 6,705 billion in 2007. Gross margin in 2008 increased to 22.0% from 21.2% in 2007 due to the 32.1% increase in sales discussed above, which outpaced a 30.8% increase in cost of goods sold in 2008 to Won 32,562 billion from Won 24,903 billion in 2007. In 2008, the increase in our sales outpaced the increase in our cost of goods sold as the strong demand for some of our products in the first half of 2008 enabled us to increase our sales prices at a greater pace than the increase in our raw material costs. The increase in cost of goods sold was attributable primarily to increases in the prices of iron ore and coal as well as an increase in our sales volume of steel products, which factors more than offset the impact from our cost savings programs to reduce raw material costs and steel production costs related to sintering and coking processes and a decrease in the price of nickel. The average price of coal per wet metric ton (benchmark free on board price of Australian premium hard coking coal), increased more than three-fold to $300 in 2008 from $98 in 2007, and the average price of iron ore per dry metric ton (benchmark free on board price of Australian iron ore fines with iron (Fe) 64% content) increased by 78.8% to $93 in 2008 from $52 in 2007. On the other hand, the average price of nickel per ton (including insurance and freight costs) decreased by 43.3% to $21,111 in 2008 from $37,230 in 2007. Depreciation and amortization increased by 11.9% to Won 2,379 billion in 2008 from Won 2,127 billion in 2007, primarily due to an increase in capital investment in our facilities for production of higher value-added products.
 
Operating income in 2008 increased by 45.8% to Won 7,174 billion from Won 4,920 billion in 2007. Operating margin increased to 17.2% in 2008 from 15.6% in 2007, as selling and administrative expenses increased by 12.4% in 2008 to Won 2,006 billion from Won 1,785 billion in 2007. The increase in selling and administrative expenses resulted principally from increases in selling expenses, labor-related expenses, research and development and fees and charges, the aggregate impact of which were partially offset by a decrease in stock compensation expense. Selling expenses increased by 28% to Won 883 billion in 2008 from Won 690 billion in 2007 primarily due to an increase in our sales volume, as well as an increase in transportation costs primarily resulting from an increase in oil prices during the first half of 2008. Our labor-related expenses included in selling and administrative expenses, which consist of salaries and wages, other employee benefit and provision for severance benefits, increased by 21.4% to Won 469 billion in 2008 from Won 387 billion in 2007, primarily as a result of an increase in incentive pay as our sales increased in 2008, as well as an increase in the number of employees of our subsidiaries. An increase of 79.0% in research and development expenses to Won 95 billion in 2008 from Won 53 billion in 2007 resulted primarily from our increased research efforts in connection with the development of fuel cell technology. Fees and charges increased by 27.8% to Won 124 billion in 2008 from Won 97 billion in 2007, primarily as a result of increases in service fees and expenses incurred by our subsidiaries, as well as increases in management and tax consulting expenses in 2008. There was no stock compensation expense in 2008 compared with Won 124 billion of stock compensation expense in 2007 which was due to an increase in the market value of our shares in 2007.
 
Our net income increased by 18.3% to Won 4,350 billion in 2008 from Won 3,678 billion in 2007 primarily due to the 45.8% increase in operating income discussed above, an increase in interest and dividend income and a reversal of stock compensation expense, the aggregate impact of which was partially offset by increases in net loss


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on foreign currency translation, net loss on foreign currency transactions, loss on impairment of investments and interest expenses.
 
Our interest and dividend income increased by 54.3% to Won 362 billion in 2008 from Won 235 billion in 2007 primarily attributable to an increase in our interest-earning assets. We also recognized a Won 55 billion reversal of stock compensation expense in 2008 compared to no such reversal in 2007 reflecting adjustments made due to a decrease in the market value of our shares in 2008.
 
These effects, together with a 45.8% increase in operating income discussed above, were partially offset by the following:
 
  • We recorded a substantial increase in net loss on foreign currency translation to Won 811 billion in 2008 from Won 46 billion in 2007, as well as net loss on foreign currency transaction of Won 129 billion in 2008 compared to net gain on foreign currency transaction of Won 28 billion in 2007, primarily due to greater depreciation of the Won against the Dollar in 2008 compared to 2007.
 
  • We recognized a 947% increase in loss on impairment of investments to Won 121 billion in 2008 from Won 12 billion in 2007, primarily due to an impairment loss resulting from a decrease in the fair value of our July 2008 investment in Macarthur Coal Limited.
 
  • Our interest expense increased by 43.7% to Won 345 billion in 2008 from Won 240 billion in 2007 primarily due to increases in our outstanding long-term debt and short-term borrowings.
 
Our effective tax rate was 28.4% in 2008 compared to 26% in 2007. The increase in effective tax rate in 2008 was mainly due to a decrease in deferred tax assets resulting from reduction of statutory tax rates applicable to future periods. The statutory income tax rate applicable to us, including resident tax surcharges, remained the same at 27.5% in 2008 compared to 2007.
 
Segment Results — Steel
 
Our sales to external customers increased by 31.7% to Won 38,448 billion in 2008 from Won 29,184 billion in 2007, primarily as a result of an increase in the average unit sales price per ton of steel products sold by us and, to a lesser extent, an increase in our sales volume of steel products. After adjusting for inter-segment transactions, our net sales increased by 30.6% to Won 31,901 billion in 2008 from Won 24,427 billion in 2007.
 
Operating income increased by 46.2% to Won 6,629 billion in 2008 from Won 4,534 billion in 2007, as a 31.7% increase in the segment’s sales more than outpaced increases in cost of goods sold and selling and administrative expenses. Operating margin increased to 17.2% in 2008 from 15.5% in 2007. Depreciation and amortization increased by 11.9% to Won 2,171 billion in 2008 from Won 1,941 billion in 2007, primarily due to an increase in capital investment in our facilities for production of higher value-added products.
 
Segment Results — Engineering and Construction
 
Our sales to external customers increased by 45.4% to Won 5,528 billion in 2008 from Won 3,802 billion in 2007, primarily due to an increase in sales from POSCO E&C’s overseas operations from its thermal power plant construction projects in Chile. After adjusting for inter-segment transactions, our net sales increased by 35.5% to Won 3,672 billion in 2008 from Won 2,710 billion in 2007.
 
Operating income decreased by 0.2% to Won 284 billion in 2008 from Won 285 billion in 2007, primarily due to a decrease in profit margins of POSCO E&C’s construction projects resulting from a downturn in the construction industry in Korea due to excessive investment in recent years in the residential property development projects, stagnation of real property prices and reduced demand for residential property, especially in areas outside of Seoul. Accordingly, the segment’s operating margin decreased to 5.1% in 2008 from 7.5% in 2007.
 
Segment Results — Trading
 
Our sales to external customers increased by 40.8% to Won 5,657 billion in 2008 from Won 4,018 billion in 2007, primarily due to an increase in the average unit sales price per ton of steel products sold and, to a lesser extent,


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an increase in trading volume. After adjusting for inter-segment transactions, our net sales increased by 35.7% to Won 4,265 billion in 2008 from Won 3,143 billion in 2007.
 
Operating income increased by 58.1% to Won 49 billion in 2008 from Won 31 billion in 2007, primarily due to an increase in the sales prices of steel products as well as trading volume. The segment’s operating margin increased to 0.9% in 2008 from 0.8% in 2007.
 
Segment Results — Others
 
The “others” segment includes power generation, liquefied natural gas production, network and system integration, logistics and magnesium coil and sheet production. Our sales to external customers increased by 38.1% to Won 3,749 billion in 2008 from Won 2,715 billion in 2007. Our sales increased in 2008 primarily due to an increase in sales from our coal trading business, which in turn was due to a substantial increase in the price of coal in 2008 compared to 2007. After adjusting for inter-segment transactions, our net sales increased by 43.4% to Won 1,905 billion in 2008 from Won 1,328 billion in 2007.
 
Operating income increased by 160.2% to Won 488 billion in 2008 from Won 188 billion in 2007. The segment’s operating margin increased to 13.0% in 2008 from 6.9% in 2007. Our operating income increased in 2008 primarily due to an increase in operating income from our coal trading business, which in turn was due to a substantial increase in the price of coal in 2008 compared to 2007. Depreciation and amortization increased by 7.2% to Won 150 billion in 2008 from Won 140 billion in 2007, primarily due to an increase in capital investment by POSCO Power Corporation, including completion of a fuel cell manufacturing plant with an annual production capacity of 50 megawatts in Pohang in 2008.
 
2007 Compared to 2006
 
Our sales in 2007 increased by 22.3% to Won 31,608 billion from Won 25,842 billion in 2006, reflecting an increase of 20.4% in the average unit sales price per ton of our steel products, as discussed in “— Overview — Sales Volume, Prices and Product Mix” above, and a 3.6% increase in the sales volume of our steel products.
 
Sales volume of silicon steel sheets, which accounted for 2.9% of total sales volume, showed the greatest increase among our major steel product categories in 2007 with an increase of 36.1%. Sales volume of stainless steel products, which accounted for 8.4% of total sales volume, increased by 19.2%. Sales volume of cold rolled products, which accounted for 37.8% of total sales volume, increased by 11.8%. Sales volume of plates, which accounted for 12.2% of total sales volume, increased by 8.6%. Sales volume of wire rods, which accounted for 6.9% of total sales volume, increased by 3.2%. On the other hand, sales volume of hot rolled products, which accounted for 25.6% of total sales volume, decreased by 14.4%. See “Item 4. Information on the Company — Item 4.B. Business Overview — Major Products.”
 
Our sales to domestic customers in 2007 increased by 15.8% in terms of sales revenues (including sales of non-steel products and services) and increased by 1.3% in terms of sales volume of steel products compared to 2006. In 2007, our sales to domestic customers accounted for approximately 66.2% of our total sales volume of steel products, compared to 67.7% in 2006. The increase in domestic sales revenues in 2007 compared to 2006 was attributable primarily to an increase in the price of steel products sold in Korea and, to a lesser extent, an increase in sales volume to domestic customers.
 
Our export sales and overseas sales to customers abroad in 2007 increased by 35.5% in terms of sales revenues (including sales of non-steel products and services) and by 8.6% in terms of sales volume of steel products compared to 2006. Export sales and overseas sales to customers abroad as a percentage of total sales volume increased to 33.8% of our total sales volume of steel products in 2007 compared to 32.3% in 2006. The increase in export sales and overseas sales to customers abroad in terms of sales revenues in 2007 compared to 2006 was primarily attributable to an increase in the price of steel products sold abroad and, to a lesser extent, an increase in sales volume to customers abroad, which more than offset the reduction in net sales in Won from sales to customers abroad caused by appreciation of the Won against the Dollar.
 
Gross profit in 2007 increased by 12.8% to Won 6,705 billion from Won 5,946 billion in 2006. Gross margin in 2007 decreased to 21.2% from 23% in 2006 due to a 25.2% increase in cost of goods sold in 2007 to Won


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24,903 billion from Won 19,897 billion in 2006, which outpaced the 22.3% increase in sales discussed above. The increase in cost of goods sold was attributable primarily to increases in raw materials costs and our sales volume of steel products, which more than offset the impact from our cost savings programs, including implementation of the Mega Y project to reduce raw material costs and steel production costs related to sintering and coking processes. Raw materials costs in 2007 increased primarily as a result of a general increase in unit costs of iron ore and nickel, as well as an increase in our production of crude steel to 32.8 million tons in 2007 from 31.2 million tons in 2006. The average price of iron ore per dry metric ton (benchmark free on board price of Australian iron ore fines with iron (Fe) 64% content) increased by 16.4% to $64 in 2007 from $55 in 2006, and the average price of nickel per ton (including insurance and freight costs) increased by 87.6% to $40,619 in 2007 from $21,654 in 2006. Depreciation and amortization increased by 19.3% to Won 2,127 billion in 2007 from Won 1,783 billion in 2006, primarily due to an increase in capital investment in our facilities for production of higher value-added products.
 
Operating income in 2007 increased by 12.1% to Won 4,920 billion from Won 4,389 billion in 2006. Operating margin decreased to 15.6% in 2007 from 17% in 2006, as selling and administrative expenses increased by 14.7% in 2007 to Won 1,785 billion from Won 1,556 billion in 2006. The increase in selling and administrative expenses resulted principally from increases in transportation and storage expenses, labor-related expenses, selling and administrative expenses — others and fees and charges, the aggregate impact of which were partially offset by a decrease in provision for doubtful accounts. Transportation and storage expenses increased by 14.8% to Won 619 billion in 2007 from Won 540 billion in 2006 primarily due to an increase in our sales volume to customers abroad, as well as an increase in transportation costs, which in turn was primarily due to an increase in oil prices. Our labor-related expenses included in selling and administrative expenses, which consist of salaries, welfare expenses and provisions for severance benefits, increased by 20.2% to Won 387 billion in 2007 from Won 322 billion in 2006, primarily as a result of an increase in our salaries, as well as an increase in the number of employees of our subsidiaries. Selling and administrative expenses — others increased by 41.5% to Won 165 billion in 2007 from Won 117 billion in 2006 primarily as a result of an increase in stock compensation expenses. Fees and charges increased by 55.1% to Won 97 billion in 2007 from Won 63 billion in 2006, primarily as a result of a reclassification of new order commissions as fees and charges starting in 2007, as well as increases in management and tax consulting expenses in 2007. Our provision for doubtful accounts decreased by 47.1% to Won 62 billion in 2007 from Won 117 billion in 2006, primarily as a result of a decrease in estimated losses that may arise from our doubtful accounts.
 
Our net income in 2007 increased by 9.7% to Won 3,678 billion from Won 3,353 billion in 2006 primarily due to an increase in operating income discussed above, a decrease in loss from disposition of investment assets and an increase in interest and dividend income and a decrease in other bad debt expense, the aggregate impact of which were partially offset by a net loss of Won 46 billion on foreign currency translation in 2007 compared to a net gain of Won 79 billion on foreign currency translation in 2006 and an increase in interest expense. We recognized no loss from disposition of investment assets in 2007 compared to such loss of Won 66 billion in 2006 resulting from our disposition of SK Telecom shares. Our interest and dividend income increased by 28.4% to Won 235 billion in 2007 from Won 183 billion in 2006 primarily due to an increase in cash equivalents, short-term financial instruments and available for sale debt-securities in 2007 compared to 2006. Our other bad debt expense decreased by 76.8% to Won 16 billion in 2007 from Won 70 billion in 2006 primarily due to a decrease in bad debt expenses of POSCO Engineering & Construction relating to unsold residential units in 2007 compared to 2006. We recorded a net loss of Won 46 billion on foreign currency translation in 2007 compared to a net gain of Won 79 billion on foreign currency translation in 2006 primarily due to a depreciation of the Won against the Yen in 2007 compared to appreciation of the Won against the Yen in 2006. In addition, our interest expense increased by 30.9% to Won 240 billion in 2007 from Won 183 billion in 2006 primarily due to an increase in long-term borrowings.
 
Our effective tax rate in 2007 was 26% compared to 21.5% in 2006. The statutory income tax rate applicable to us, including resident tax surcharges, remain the same at 27.5% in 2007 compared to 2006. See Note 25 of Notes to Consolidated Financial Statements
 
Segment Results — Steel
 
Our sales to external customers increased by 20.2% to Won 29,184 billion in 2007 from Won 24,282 billion in 2006, primarily as a result of an increase in the average unit sales price per ton of steel products sold by us and, to a


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lesser extent, an increase in our sales volume of steel products. After adjusting for inter-segment transactions, our net sales increased by 20.4% to Won 24,427 billion in 2007 from Won 20,283 billion in 2006.
 
Operating income increased by 11.1% to Won 4,534 billion in 2007 from Won 4,080 billion in 2006. Operating margin decreased to 15.5% in 2007 from 16.8% in 2006 primarily as a result of increases in cost of goods sold and selling and administrative expenses which more than outpaced a 23.0% increase in the segment’s sales. Depreciation and amortization increased by 12.9% to Won 1,941 billion in 2007 from Won 1,719 billion in 2006, primarily due to an increase in capital investment in our facilities for production of higher value-added products.
 
Segment Results — Engineering and Construction
 
Our sales to external customers increased by 1.3% to Won 3,802 billion in 2007 from Won 3,752 billion in 2006, primarily due to an increase in our plant construction activities. After adjusting for inter-segment transactions, our net sales increased by 27.8% to Won 2,710 billion in 2007 from Won 2,121 billion in 2006.
 
Operating income increased by 0.8% to Won 285 billion in 2007 from Won 282 billion in 2006, primarily due to an increase in profit margins of our construction projects. The segment’s operating margin remained constant at 7.5% in 2007 and 2006.
 
Segment Results — Trading
 
Our sales to external customers increased by 31.9% to Won 4,018 billion in 2007 from Won 3,046 billion in 2006, primarily due to an increase in the average unit sales price per ton of steel products sold and, to a lesser extent, an increase in trading volume. After adjusting for inter-segment transactions, our net sales increased by 30.3% to Won 3,143 billion in 2007 from Won 2,413 billion in 2006.
 
Operating income increased by 28.4% to Won 31 billion in 2007 from Won 24 billion in 2006, primarily due to an increase in the trading volume and sales prices of steel products. The segment’s operating margin remained constant at 0.8% in 2007 and 2006.
 
Segment Results — Others
 
The “others” segment includes power generation, liquefied natural gas production, network and system integration, logistics and magnesium coil and sheet production. Our sales to external customers increased by 11.6% to Won 2,715 billion in 2007 from Won 2,433 billion in 2006. After adjusting for inter-segment transactions, our net sales increased by 29.6% to Won 1,328 billion in 2007 from Won 1,025 billion in 2006 primarily due to an increase in sales from our power generation business.
 
Operating income decreased by 25.6% to Won 188 billion in 2007 from Won 252 billion in 2006 primarily due to an increase in development costs relating to our fuel cell production business. The segment’s operating margin decreased to 6.9% in 2007 from 8.4% in 2006.
 
Item 5.B.  Liquidity and Capital Resources
 
The following table sets forth the summary of our cash flows for the periods indicated:
 
             
  For the Year Ended December 31, 
  2006  2007  2008 
  (In billions of Won) 
 
Net cash provided by operating activities
 W3,926  W5,553  W3,687 
Net cash used in investing activities
  3,363   4,264   5,803 
Net cash provided by (used in) financing activities
  (269)  (1,001)  3,117 
Cash and cash equivalents at beginning of period
  654   936   1,293 
Cash and cash equivalents at end of period
  936   1,293   2,491 
Net increase in cash and cash equivalents
  283   356   1,198 


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Capital Requirements
 
Historically, uses of cash consisted principally of purchases of property, plant and equipment and other assets, payments of outstanding debt and payments of dividends. In recent years, we have also used cash for acquisition of treasury shares.
 
Net cash used in investing activities was Won 3,363 billion in 2006, Won 4,264 billion in 2007 and Won 5,803 billion in 2008. These amounts included purchases of property, plant and equipment of Won 3,709 billion in 2006, Won 2,892 billion in 2007 and Won 4,093 billion in 2008. We recorded net acquisition ofavailable-for-salesecurities of Won 507 billion in 2006, Won 1,170 billion in 2007 and Won 1,331 billion in 2008. We also recorded net acquisition of short-term financial instruments of Won 94 billion in 2006, Won 973 billion in 2007 and Won 53 billion in 2008. In our financing activities, we used cash of Won 3,821 billion in 2006, Won 6,600 billion in 2007 and Won 9,043 billion in 2008 for repayments of short-term borrowings, and Won 1,353 billion in 2006, Won 527 billion in 2007 and Won 861 billion in 2008 for repayments of outstanding long-term debt. We paid dividends on common stock in the amount of Won 636 billion in 2006, Won 655 billion in 2007 and Won 755 billion in 2008. We also used Won 851 billion in 2006, Won 1,291 billion in 2007 and Won 37 billion in 2008 for the repurchase of our shares from the market as treasury stock.
 
We anticipate that capital expenditures and repayments of outstanding debt will represent the most significant uses of funds for the next several years. From time to time, we may also require capital for investments involving acquisitions and strategic relationships and repurchase of our shares from the market as treasury stock. Our total capital expenditures (acquisition of property, plant and equipment) were Won 4,093 billion in 2008 and we currently plan to increase our capital expenditures in 2009, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions. However, our failure to undertake planned expenditures on steel-producing facilities could adversely affect the modernization of our production facilities and our ability to produce higher value-added products.
 
Payments of contractual obligations and commitments will also require considerable resources. In the ordinary course of our business, we routinely enter into commercial commitments for various aspects of our operations, as well as issue guarantees for indebtedness of our affiliated companies and others. As of December 31, 2008, we issued guarantees of Won 1,934 billion for the repayment of loans of affiliated companies and Won 942 billion for the repayment of loans of non-affiliated companies. See note 16 of notes to our Consolidated Financial Statements. The following table sets forth the amount of long-term debt, capital lease and operating lease obligations as of December 31, 2008.
 
                     
  Payments Due by Period
    Less Than
     After
Contractual Obligations
 Total 1 Year 1 to 3 Years 4 to 5 Years 5 Years
  (In billions of Won)
 
Long-term debt obligations
  7,741   770   4,303   1,882   786 
Operating lease obligations
  12   7   5       
Purchase obligations
  (a)  (a)  (a)  (a)  (a)
Other long-term liabilities
  (b)  (b)  (b)  (b)  (b)
                     
Total
  7,753   777   4,308   1,882   786 
                     
 
 
(a) Our purchase obligations include long-term contracts to purchase iron ore, coal, nickel, chrome, stainless steel scrap and liquefied natural gas. These contracts generally have terms of five to ten years and provide for periodic price adjustments to then-market prices. As of December 31, 2008, 384 million tons of iron ore and 51 million tons of coal remained to be purchased under long-term contracts.
 
(b) See Note 14 of Notes to Consolidated Financial Statements for our accrued severance benefits. Other long-term liabilities do not have maturity or due dates. Accordingly, payment due information of other long-term liabilities has not been presented in the above table.


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Capital Resources
 
We have traditionally met our working capital and other capital requirements principally from cash provided by operations, while raising the remainder of our requirements primarily through long-term debt and short-term borrowings.
 
Our primary sources of cash have been cash provided by operating activities and proceeds of long-term debt and short-term borrowings, and we expect that these sources will continue to be our principal sources of cash in the future. From time to time, we may also generate cash through sale of treasury shares.
 
Our net cash provided by operating activities was Won 3,926 billion in 2006, Won 5,553 billion in 2007 and Won 3,687 billion in 2008. Our net cash provided by operating activities of Won 3,926 billion in 2006 consisted of Won 3,353 billion of net income, Won 2,337 billion of non-cash items consisting primarily of Won 1,783 billion of depreciation and amortization primarily reflecting an increase in our capital investment activities, and Won 1,764 billion used in changes in operating assets and liabilities, including Won 716 billion decrease in income tax payable and Won 460 billion decrease in accrued expenses. Our net cash provided by operating activities of Won 5,553 billion in 2007 consisted of Won 3,678 billion of net income, Won 2,528 billion of non-cash items consisting primarily of Won 2,127 billion of depreciation and amortization, and Won 653 billion used in changes in operating assets and liabilities, including Won 614 billion increase in trade accounts and notes receivables. Our net cash provided by operating activities of Won 3,687 billion in 2008 consisted of Won 4,350 billion of net income, Won 3,732 billion of non-cash items consisting primarily of Won 2,379 billion of depreciation and amortization, and Won 4,395 billion used in changes in operating assets and liabilities, including Won 3,394 billion increase in inventories and Won 1,539 billion increase in trade accounts and notes receivables, the effects of which were offset in part by a Won 1,146 billion increase in income tax payable.
 
Increase in inventories in 2008 primarily reflected an increase in the price of steel products in 2008 as well as an increase in the volume of inventories due to a slowdown in the global economy in the second half of 2008. Recent difficulties affecting the U.S. and global financial sectors, adverse conditions and volatility in the U.S. and worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the U.S. and global economy have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. The recent global economic downturn has adversely affected demand for products manufactured by our customers in Korea and overseas, such as those in the automobile, shipbuilding and construction industries, which has in turn led them to reduce or plan reductions of their production beginning in the fourth quarter of 2008. The resulting increase in our inventories, combined with our obligation to pay raw materials costs at a relatively shorter payment cycle, was the primary reason for the decrease in our net cash provided by operating activities in 2008. Such market conditions have also led to an increase in trade accounts and notes receivables, which typically occur in an economic downturn, as we permitted longer payment cycles to some of our customers. These negative effects on our operating cash flows were offset in part by deferral of interim tax payment in 2008.
 
Aggregate cash proceeds from issuance of short-term borrowings were Won 4,119 billion in 2006, Won 6,811 billion in 2007 and Won 10,234 billion in 2008. Aggregate cash proceeds from issuance of long-term debt were Won 2,160 billion in 2006, Won 1,054 billion in 2007 and Won 3,455 billion in 2008. Total long-term debt, including current portion but excluding discount on debentures issued, were Won 3,130 billion as of December 31, 2006, Won 3,790 billion as of December 31, 2007 and Won 7,666 billion as of December 31, 2008, and total short-term borrowings were Won 1,239 billion as of December 31, 2006, Won 1,572 billion as of December 31, 2007 and Won 3,254 billion as of December 31, 2008. We periodically increase our short-term borrowings and adjust our long-term debt financing levels depending on changes in our capital requirements. For example, our outstanding debt increased substantially in 2008 in order to procure funding for our capital expenditure plans and purchase of raw materials.
 
We also generated cash of Won 70 billion in 2006, Won 407 billion in 2007 and Won 365 billion in 2008 from the sale of our treasury shares.
 
We believe that we have sufficient working capital available to us for our current requirements and that we have a variety of alternatives available to us to satisfy our financial requirements to the extent that they are not met


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by funds generated by operations, including the issuance of debt and equity securities and bank borrowings denominated in Won and various foreign currencies. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and the global financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings.
 
Liquidity
 
Our liquidity is affected by exchange rate fluctuations. See “— Overview — Exchange Rate Fluctuations.” Approximately 33.2% of our sales in 2006, 36.8% of our sales in 2007 and 35.6% of our sales in 2008 were denominated in foreign currencies, of which approximately 86% were denominated in Dollars and around 14% in Yen and which were derived almost entirely from export sales. As of December 31, 2008, approximately 58.3% of our long-term debt (excluding discounts on debentures issued and including current portion) was denominated in foreign currencies, principally in Dollars and Yen. We have incurred foreign currency debt in the past principally due to the cost of Won-denominated financing in Korea, which had historically been higher than for Dollar or Yen-denominated financings.
 
Our liquidity is also affected by our capital expenditures and raw materials purchases. Cash used for purchases of property, plant and equipment was Won 3,709 billion in 2006, Won 2,892 billion in 2007 and Won 4,093 billion in 2008. We have entered into several long-term contracts to purchase iron ore, coal and other raw materials. The long-term contracts generally have terms of five to ten years and provide for periodic price adjustments to then-market prices. As of December 31, 2008, 384 million tons of iron ore and 51 million tons of coal remained to be purchased under long-term contracts. We may face unanticipated increases in capital expenditures and raw materials purchases. There can be no assurance that we will be able to secure funds on satisfactory terms from financial institutions or other sources that are sufficient for our unanticipated needs.
 
We had a working capital (current assets minus current liabilities) surplus of Won 7,155 billion as of December 31, 2006, Won 7,769 billion as of December 31, 2007 and Won 11,188 billion as of December 31, 2008. As of December 31, 2008, POSCO had unused credit lines of Won 525 billion out of total available credit lines of Won 1,911 billion. We have not had, and do not believe that we will have, difficulty gaining access to short-term financing sufficient to meet our current requirements.
 
The following table sets forth the summary of our significant current assets for the periods indicated:
 
             
  As of December 31, 
  2006  2007  2008 
  (In billions of Won) 
 
Cash and cash equivalents, net of government grants
 W936  W1,293  W2,490 
Short-term financial instruments
  867   1,743   1,827 
Trading securities
  2,001   1,287   1,238 
Trade accounts and notes receivable, net of allowance for doubtful accounts and present value discount
  3,492   4,036   5,894 
Inventories, net
  4,018   4,902   8,662 
 
Under Korean GAAP, bank deposits and all highly liquid temporary cash instruments within maturities of three months are considered as cash equivalents. Short-term financial instruments primarily consist of time and trust deposits with maturities between three to twelve months.
 
The following table sets forth the summary of our significant current liabilities for the periods indicated:
 
             
  As of December 31, 
  2006  2007  2008 
  (In billions of Won) 
 
Trade accounts and notes payable
 W1,507  W2,247  W3,070 
Short-term borrowings
  1,239   1,572   3,254 
Income tax payable
  701   931   2,083 
Current portion of long-term debt, net of discount on debentures issued
  404   483   770 


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Capital Expenditures and Capacity Expansion
 
Our capital expenditures for 2006, 2007, 2008 amounted to Won 3,709 billion, Won 2,892 billion and Won 4,093 billion, respectively. We currently plan to increase our capital expenditures in 2009, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions.
 
Our current capital investment in production facilities emphasizes capacity rationalization, increased production of higher value-added products and improvements in the efficiency of older facilities in order to reduce operating costs. The following table sets out the major items of POSCO’s capital expenditures as of December 31, 2008:
 
           
      Estimated Remaining
      Cost of Completion
  Expected
 Total Cost of
 as of December 31,
Project
 
Completion Date
 Project 2008
  (In billions of Won)
 
Pohang Works:
          
Construction of a new steelmaking plant
 June 2010  1,393   979 
Installation of stainless steel continuous tandem rolling mill
 May 2009  319   47 
Capacity expansion of electrical steel plant
 June 2009  283   68 
Capacity expansion of no. 4 sintering plant and installation of fine ore granulation facility
 April 2010  160   128 
Gwangyang Works:
          
Construction of no. 5 sintering plant and no. 5 coke plant
 December 2011  1,987   1,813 
Construction of a new steel plate plant
 July 2010  1,791   1,494 
Capacity expansion of no. 2 pickling and tandem cold rolling mill
 April 2009  226   61 
Renovation of no. 1 hot rolling mill
 September 2009  162   139 
Pohang and Gwangyang Works:
          
Raw materials treatment facility upgrades
 March 2016  809   736 
 
Significant Changes in Korean GAAP
 
The Korean Accounting Standards Board has published a series of Statements of Korean Financial Accounting Standards (“SKFAS”), which will gradually replace the existing financial accounting standards, established by the Korean Financial and Supervisory Commission. We have adopted SKFAS No. 1 through No. 25, except No. 14 and No. 24, in our financial statements as of and for the year ended December 31, 2007. Significant accounting policies adopted by us for our annual financial statement for the year ended December 31, 2007 are identical to the accounting policies followed by us for the annual financial statements for the year ended December 31, 2006, except for SKFAS Nos. 11, 21, 22, 23, 24 and 25, which became effective for us on January 1, 2007. The following new SKFAS have become effective for accounting periods beginning on or after January 1, 2007:
 
  • SKFAS No. 11, “Discontinued Operations”
 
  • SKFAS No. 21, “Preparation and Presentation of Financial Statements I”
 
  • SKFAS No. 22, “Share-based Payments”
 
  • SKFAS No. 23, “Earnings Per Share”
 
  • SKFAS No. 25, “Consolidated Financial Statements”
 
In accordance with SKFAS No. 21, “Preparation and Presentation of Financial Statements I,” our financial statements include the statements of changes in shareholders’ equity. We classified our capital adjustments account


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into capital adjustments and accumulated other comprehensive income and expense, and also disclosed the details of our comprehensive income in the notes to the financial statements. In addition, we disclosed our earnings per share on the face of our statements of income.
 
Certain prior year accounts, presented in the annual report for comparative purposes, have been reclassified to conform to current year’s financial statement presentation. Such reclassification does not impact the net income or net assets reported in the prior year.
 
U.S. GAAP Reconciliation
 
Our consolidated financial statements are prepared in accordance with Korean GAAP, which differ in significant respects from U.S. GAAP. For a discussion of the significant differences between Korean GAAP and U.S. GAAP, see Note 32 of Notes to Consolidated Financial Statements.
 
Our net income under U.S. GAAP was Won 4,106 billion in 2008 compared to net income of Won 3,565 billion in 2007 and Won 3,408 billion in 2006 primarily due to the factors discussed in “— Operating Results.” Our net income under U.S. GAAP of Won 4,106 billion in 2008 is 6.2% lower than our net income attributable to controlling interest under Korean GAAP of Won 4,379 billion. See Note 32(a) of Notes to Consolidated Financial Statements.
 
Recent Accounting Pronouncements in U.S. GAAP
 
In October 2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP)FAS 157-3,“Determining the Fair Value of a Financial Asset when the Market for that Asset is Not Active” that went effective immediately. FSPFAS 157-3clarifies the application of Statement 157 in cases where the market for a financial instrument is not active and provides an example to illustrate key considerations in determining fair value in those circumstances. We have considered the guidance provided by FSPFAS 157-3in our determination of estimated fair values during 2008.
 
In September 2008, the FASB issued FSPNo. 133-1andFIN 45-4,“Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161,” (FSPNo. 133-1andFIN 45-4).FSPNo. 133-1andFIN 45-4amends Statement No. 133 by requiring disclosures by sellers of credit derivatives, including credit derivatives embedded in hybrid instruments. Additionally,FIN 45-4is amended to require an additional disclosure about the current status of the payment/performance risk of a guarantee. The provisions of the FSP that amend Statement No. 133 andFIN 45-4are effective for reporting periods ending after November 15, 2008. The FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” to be any reporting period beginning after November 15, 2008. We are in the process of evaluating the impact that FSPNo. 133-1andFIN 45-4may have on our consolidated financial statements.
 
In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133.” SFAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We are in the process of evaluating the impact that SFAS 161 may have on our consolidated financial statements. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.
 
In December 2007, the FASB issued FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51” (“FAS 160”). FAS 160 requires all entities to report noncontrolling interests in subsidiaries (also known as minority interests) as a separate component of equity in the consolidated statement of financial position, to clearly identify consolidated net income attributable to the parent and to the noncontrolling interest on the face of the consolidated statement of income and to provide


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sufficient disclosure that clearly identifies and distinguishes between the interest of the parent and the interests of noncontrolling owners. FAS 160 also establishes accounting and reporting standards for changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. FAS 160 is effective as of January 1, 2009. We are in the process of evaluating the impact that FAS 160 may have on our consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for how the acquirer in business combinations should recognize and measure identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.
 
Item 5.C.  Research and Development, Patents and Licenses, Etc.
 
We maintain a research and development program to carry out basic research and applied technology development activities. Our technology development department works closely with the Pohang University of Science & Technology, Korea’s first research-oriented college founded by us in 1986, and the Research Institute of Industrial Science and Technology, Korea’s first private comprehensive research institute founded by us in 1987. As of December 31, 2008, Pohang University of Science & Technology and the Research Institute of Industrial Science and Technology employed a total of approximately 700 researchers.
 
In 1994, we founded the POSCO Technical Research Laboratory to carry out applied research and technology development activities. As of December 31, 2008, the Technical Research Laboratory employed a total of 381 researchers.
 
We recorded research and development expenses of Won 271 billion as cost of goods sold in 2006, Won 290 billion in 2007 and Won 361 billion in 2008, as well as research and development expenses of Won 54 billion as selling and administrative expenses in 2006, Won 53 billion in 2007 and Won 95 billion in 2008.
 
Our research and development program has filed over twenty thousand industrial rights applications relating to steel-making technology, approximately one-fourth of which were registered as of December 31, 2008, and has successfully applied many of these to the improvement of our manufacturing process.
 
Item 5.D.  Trend Information
 
These matters are discussed under Item 5.A. and Item 5.B. above where relevant.
 
Item 5.E.  Off-balance Sheet Arrangements
 
As of December 31, 2006, 2007 and 2008, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
 
Item 5.F.  Tabular Disclosure of Contractual Obligations
 
These matters are discussed under Item 5.B. above where relevant.
 
Item 5.G.  Safe Harbor
 
See “Item 3. Key Information — Item 3.D. Risk Factors — This annual report contains “forward-looking statements” that are subject to various risks and uncertainties.


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Item 6.  Directors, Senior Management and Employees
 
Item 6.A.  Directors and Senior Management
 
Board of Directors
 
Our board of directors has the ultimate responsibility for the management of our business affairs. Under our articles of incorporation, our board is to consist of six directors who are to also act as our executive officers (“Standing Directors”) and nine directors who are to be outside directors (“Outside Directors”). Our shareholders elect both the Standing Directors and Outside Directors at a general meeting of shareholders. Candidates for Standing Director are recommended to shareholders by the board of directors after the board reviews such candidates’ qualifications and candidates for Outside Director are recommended to the shareholders by a separate board committee consisting of three Outside Directors and one Standing Director (“Director Candidate Recommendation Committee”) after the committee reviews such candidates’ qualifications. Any shareholder holding an aggregate of 0.5% or more of our outstanding shares with voting rights for at least six months may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.
 
Our board of directors maintains the following sixsub-committees:
 
  • the Director Candidate Recommendation Committee;
 
  • the Evaluation and Compensation Committee;
 
  • the Finance and Operation Committee;
 
  • the Executive Management Committee;
 
  • the Audit Committee; and
 
  • the Insider Trading Committee.
 
Our board committees are described in greater detail below under “— Item 6.C. Board Practices.”
 
Under the Commercial Code and our articles of incorporation, one Chairman should be elected among the Outside Directors and several Representative Directors may be elected among the Standing Directors by our board of directors’ resolution.
 
Standing Directors
 
Our current Standing Directors are:
 
                     
        Years
    
      Years as
 with
   Expiration of
Name
 
Position
 
Responsibilities and Division
 Director POSCO Age Term of Office
 
Chung, Joon-Yang
 Chief Executive Officer and Representative Director   5   34   61   February 2012 
Yoon, Seok-Man
 Standing Director   5   32   60   February 2010 
Lee, Dong-Hee
 President and Representative Director Chief Finance and Investment Officer  3   32   59   February 2010 
Choi, Jong-Tae
 President and Representative Director Chief Staff Officer  1   35   59   February 2011 
Hur, Nam-Suk
 Senior Executive Vice President Chief Operating Officer and Technology Officer  0   34   59   February 2010 
Chung, Keel-Sou
 Senior Executive Vice President Chief of Stainless Steel Division  0   34   59   February 2010 
 
All Standing Directors are engaged in our business on a full-time basis.


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Outside Directors
 
Our current Outside Directors are set out in the table below. Each of our Outside Directors meets the applicable independence standards set forth under the rules of the FSCMA.
 
                 
      Years as
   Expiration of
Name
 
Position
 
Principal Occupation
 Director Age Term of Office
 
Sun, Wook
 Chairman of the Board CEO, Nongshim Co., Ltd.  4   64   February 2011 
Jones, Jeffrey D. 
 Director Attorney, Kim & Chang  5   57   February 2010 
Ahn, Charles
 Director Chairman of the Board, AhnLab, Inc.  4   47   February 2011 
Park, Sang-Yong
 Director Professor, Yonsei University  1   58   February 2011 
Yoo, Jang-Hee
 Director President, East Asian Economic Association  0   68   February 2012 
Han, Joon-Ho
 Director CEO and Vice Chairman, Samchully Co., Ltd.  0   63   February 2012 
Lee, Young-Sun
 Director President, Hallym University  0   61   February 2012 
Kim, Byung-Ki
 Director Former President and Research Fellow, Samsung Economic Research Institute  0   59   February 2012 
Lee, Chang-Hee
 Director Professor, Seoul National University  0   49   February 2012 
 
The term of office of the Directors is up to three (3) years. Each Director’s term expires at the close of the ordinary general meeting of shareholders convened in respect of the fiscal year that is the last one to end during such Director’s tenure.
 
Senior Management
 
In addition to the Standing Directors who are also our executive officers, we have the following executive officers:
 
             
      Years with
  
Name
 
Position
 
Responsibility and Division
 POSCO Age
 
Oh, Chang-Kwan
 Senior Executive Vice President Chief Marketing Officer  31   56 
Kwon, Young-Tae
 Senior Executive Vice President Raw Materials Procurement Dept.  34   59 
Kim, Jin-Il
 Senior Executive Vice President General Superintendent (Pohang Works)  34   56 
Kim, Sang-Young
 Executive Vice President Corporate Communication Dept.  22   57 
Cho, Noi-Ha
 Executive Vice President General Superintendent (Gwangyang Works)  31   56 
Yoon, Yong-Won
 Executive Vice President Facilities Investment Dept., Pohang New Steel Making Plant Project Dept., Gwangyang Plate Mill Project Dept., Raw Materials Handling Buildup Project Dept.  31   57 
Park, Ki-Hong
 Executive Vice President Corporate Strategy Dept., Green Development Project Dept.  3   51 
Choo, Wung-Yong
 Executive Vice President General Superintendent (Technical Research Laboratories)  26   56 
Chang, In-Hwan
 Executive Vice President Hot Rolled Products Marketing Dept.  28   54 
Yoo, Kwang-Jae
 Senior Vice President Stainless Steel Production and Technology  31   57 
Jang, Byung-Hyo
 Senior Vice President POSCO-Japan Co., Ltd.  32   55 
Kim, Joon-Sik
 Senior Vice President Order Processing and Technical Service Dept.  28   55 


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      Years with
  
Name
 
Position
 
Responsibility and Division
 POSCO Age
 
Jang, Young-Ik
 Senior Vice President Stainless Steel Raw Materials Procurement Dept.  30   55 
Kim, Moon-Seok
 Senior Vice President Seoul Office, Corporate Contribution Group  30   56 
Cho, Bong-Rae
 Senior Vice President Deputy General Superintendent (Production, Pohang Works)  29   56 
Kong, Yoon-Chan
 Senior Vice President Deputy General Superintendent (Administration, Gwangyang Works)  29   56 
Lee, In-Bong
 Senior Vice President Process Innovation Dept.  28   54 
Shin, Jung-Suk
 Senior Vice President Zhangjiagang Pohang Stainless Steel Co., Ltd.  30   56 
An, Byung-Sik
 Senior Vice President Deputy General Superintendent (Maintenance, Gwangyang Works)  31   53 
Baek, Sung-Kwan
 Senior Vice President Business Investment Dept.  28   53 
Yoon, Dong-Jun
 Senior Vice President Global Human Resources Dept., Human Resources Development Center  25   50 
Lee, Kyung-Hoon
 Senior Vice President Environment & Energy Dept.  30   55 
Chang, Song-Hwan
 Senior Vice President Deputy General Superintendent (Administration, Pohang Works)  28   54 
Lee, Hoo-Geun
 Senior Vice President FINEX Research & Development Project Dept.  26   51 
Woo, Jong-Soo
 Senior Vice President European Union Office  29   53 
Kang, Chang-Gyun
 Senior Vice President Auditing Dept.  29   53 
Lee, Jung-Sik
 Senior Vice President Technology Development Dept., Magnesium Business Dept., Production and Technology Supporting Team of POSCO-Vietnam /POSCO-Mexico, Oversea Cold Rolling Mill Project Supporting Team  29   54 
Suh, Young-Sea
 Senior Vice President Stainless Steel Marketing Dept.  25   53 
Park, Myung-Kil
 Senior Vice President Procurement Service Center, Corporate Collaboration and Prosperity Dept.  23   50 
Lee, Young-Hoon
 Senior Vice President Finance Dept.  23   49 
Hwang, Eun-Yeon
 Senior Vice President Marketing Strategy Dept.  22   50 
Kim, Yeung-Gyu
 Senior Vice President Labor and Outside Services Dept.  26   54 
Park, Kui-Chan
 Senior Vice President Dept. of External Affairs, Global R&D Center Project Dept.  2   52 
Park, Sung-Ho
 Senior Vice President Deputy General Superintendent (Technical Research Laboratories)  26   52 
Shin, Young-Kwan
 Senior Vice President Cold Rolled Products Marketing Dept.  24   51 
Oh, In-Hwan
 Senior Vice President Automative Flat Products Marketing Dept.  27   50 
Yeon, Kyu-Sung
 Senior Vice President Deputy General Superintendent (Maintenance, Pohang Works)  24   50 
Lee, Kyoung-Mok
 Senior Vice President Deputy General Superintendent (Production, Gwangyang Works)  27   53 
Jeon, Woo-Sig
 Senior Vice President Strategic Business Dept.  23   49 

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Item 6.B.  Compensation
 
Compensation of Directors and Officers
 
Salaries and bonuses for Standing Directors and salaries for Directors are paid in accordance with standards decided by the board of directors within the limitation of directors remuneration approved by the annual general meeting of shareholders. In addition, executive officers’ compensation is paid in accordance with standards decided by the board of directors. The aggregate compensation paid and accrued to all Directors and executive officers was approximately Won 21.5 billion in 2008 and the aggregate amount set aside or accrued by us to provide pension and retirement benefits to such persons was Won 4.1 billion in 2008.
 
We have also granted stock options to some of our Directors and executive officers. See “— Item 6.E. Share Ownership” for a list of stock options granted to our Directors and executive officers. At the annual shareholders’ meeting held in February 2006 our shareholders elected to terminate the stock option program. Stock options granted prior to this meeting remain valid and outstanding pursuant to the articles of incorporation in effect at the time of the issuance of the stock option.
 
Item 6.C.  Board Practices
 
Director Candidate Recommendation Committee
 
The Director Candidate Recommendation Committee comprises three Outside Directors, Ahn, Charles (committee chair), Park, Sang-Yong, Han, Joon-Ho and one Standing Director, Choi, Jong-Tae. The Director Candidate Recommendation Committee reviews the qualifications of potential candidates and proposes nominees to serve on our board of directors as an Outside Director. Any shareholder holding an aggregate of 0.5% or more of our outstanding shares with voting rights for at least six months may suggest candidates for Outside Directors to the committee.
 
Evaluation and Compensation Committee
 
The Evaluation and Compensation Committee comprises four Outside Directors, Sun, Wook (committee chair), Jones, Jeffrey D., Yoo, Jang-Hee and Lee, Young-Sun. The Evaluation and Compensation Committee’s primary responsibilities include establishing evaluation procedures and compensation plans for executive officers and taking necessary measures to execute such plans.
 
Finance and Operation Committee
 
The Finance and Operation Committee is comprised of three Outside Directors, Yoo, Jang-Hee (committee chair), Ahn, Charles, Kim, Byung-Ki and two Standing Directors, Lee, Dong-Hee and Hur, Nam-Suk. This committee is an operational committee that oversees decisions with respect to finance and operational matters, including making assessments with respect to potential capital investments and evaluating prospective capital-raising activities.
 
Executive Management Committee
 
The Executive Management Committee comprises six Standing Directors: Chung, Joon-Yang (committee chair), Yoon, Seok-Man, Lee, Dong-Hee, Choi, Jong-Tae, Hur, Nam-Suk and Chung, Keel-Sou. This committee oversees decisions with respect to our operational and management matters, including review of management’s proposals of new strategic initiatives, as well as deliberation over critical internal matters related to organization structure and development of personnel.
 
Audit Committee
 
Under Korean law and our articles of incorporation, we are required to have an Audit Committee. The Audit Committee may be composed of three or more directors; all members of the Audit Committee must be Outside Directors. Audit Committee members must also meet the applicable independence criteria set forth under the rules and regulations of the Sarbanes-Oxley Act of 2002. Members of the Audit Committee are elected by the shareholders at the ordinary general meeting of shareholders. We currently have an Audit Committee composed of four Outside Directors. Members of our Audit Committee are Park, Sang-Yong (committee chair), Jones, Jeffrey D., Sun, Wook and Lee, Chang-Hee.


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The duties of the Audit Committee include:
 
  • engaging independent auditors;
 
  • approving independent audit fees;
 
  • approving audit and non-audit services;
 
  • reviewing annual financial statements;
 
  • reviewing audit results and reports, including management comments and recommendations;
 
  • reviewing our system of controls and policies, including those covering conflicts of interest and business ethics; and
 
  • examining improprieties or suspected improprieties.
 
In addition, in connection with general meetings of stockholders, the committee examines the agenda for, and financial statements and other reports to be submitted by, the board of directors at each general meeting of stockholders. Our internal and external auditors report directly to the Audit Committee. The committee holds regular meetings at least once each quarter, and more frequently as needed.
 
Insider Trading Committee
 
The Insider Trading Committee is comprised of four Outside Directors, Park, Sang-Yong (committee chair), Jones, Jeffrey D., Sun, Wook and Lee, Chang-Hee. This committee reviews related party and other internal transactions and ensures compliance with the Monopoly Regulation and Fair Trade Act.
 
Item 6.D.  Employees
 
As of December 31, 2008, we had 29,730 employees, including 13,023 persons employed by our subsidiaries, almost all of whom were employed within Korea. Of the total number of employees, approximately 80% are technicians and skilled laborers and 20% are administrative staff. We use subcontractors for maintenance, cleaning and transport activities. We had 28,543 employees, including 11,236 persons employed by our subsidiaries, as of December 31, 2007, and 28,297 employees, including 10,774 persons employed by our subsidiaries, as of December 31, 2006. To improve operational efficiency and increase labor productivity, we plan to reduce the number of our employees in future years through natural attrition. However, we expect the number of persons employed by our subsidiaries in growth industries to increase in the future.
 
We consider our relations with our work force to be excellent. We have never experienced a work stoppage or strike. Wages of our employees are among the highest of manufacturing companies in Korea. In addition to a base monthly wage, employees receive periodic bonuses and allowances. Base wages are determined annually following consultation between the management and employee representatives, who are currently elected outside the framework of the POSCO labor union. A labor union was formed by our employees in June 1988. Union membership peaked at 19,026 employees at the beginning of 1991, but has steadily declined since then. As of December 31, 2008, only 17 of our employees were members of the POSCO labor union.
 
We maintain a retirement plan, as required by Korean labor law, pursuant to which employees terminating their employment after one year or more of service are entitled to receive a lump-sum payment based on the length of their service and their total compensation at the time of termination. We are required to transfer a portion of retirement and severance benefit amounts accrued by our employees to the National Pension Fund. The amounts so transferred reduce the retirement and severance benefit amounts payable to retiring employees by us at the time of their retirement. We also provide a wide range of fringe benefits to our employees, including housing, housing loans, company-provided hospitals and schools, a company-sponsored pension program, an employee welfare fund, industrial disaster insurance, and cultural and athletic facilities.
 
As of December 31, 2008, our employees owned, through our employee stock ownership association, approximately 0.01% of our common stock in their association accounts and 3.99% of our common stock in their employee accounts.


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Item 6.E.  Share Ownership
 
Common Stock
 
The persons who are currently our Directors or executive officers held, as a group, 14,856 common shares as of June 29, 2009, the most recent practicable date for which this information is available. The table below shows the ownership of our common shares by Directors and executive officers.
 
     
  Number of
  Common Shares
Shareholders
 Owned
 
Yoon, Yong-Won
  2,178 
Choi, Jong-Tae
  1,573 
Chung, Joon-Yang
  1,400 
Lee, Dong-Hee
  1,000 
Cho, Noi-Ha
  600 
Yoo, Kwang-Jae
  502 
Kwon, Young-Tae
  500 
Oh, Chang-Kwan
  400 
Woo, Jong-Soo
  391 
Kim, Jin-Il
  360 
Lee, Kyoung-Mok
  322 
Oh, In-Hwan
  320 
Lee, Kyung-Hoon
  319 
Lee, Hoo-Geun
  298 
Lee, Jung-Sik
  296 
Park, Sung-Ho
  296 
Kim, Sang-Young
  293 
Yoon, Dong-Jun
  284 
Jeon, Woo-Sig
  262 
Chang, Song-Hwan
  260 
Lee, In-Bong
  249 
Jang, Young-Ik
  242 
Suh, Young-Sea
  236 
Chang, In-Hwan
  234 
Jang, Byung-Hyo
  232 
Kim, Joon-Sik
  232 
Kong, Yoon-Chan
  209 
Baek, Sung-Kwan
  207 
Shin, Jung-Suk
  205 
An, Byung-Sik
  197 
Hwang, Eun-Yeon
  119 
Choo, Wung-Yong
  104 
Kim, Moon-Seok
  104 
Cho, Bong-Rae
  104 
Yeon, Kyu-Sung
  95 
Lee, Young-Hoon
  78 
Shin, Young-Kwan
  67 
Kim, Yeung-Gyu
  50 
Park, Kui-Chan
  36 
Hur, Nam-Suk
  2 
     
Total
  14,856 
     


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Stock Options
 
The following table sets forth information regarding the stock options we have granted to our current Directors and executive officers as of March 31, 2009. With respect to the options granted, we may elect either to issue shares of common stock, distribute treasury stock or pay in cash the difference between the exercise and the market price at the date of exercise. The options may be exercised by a person who has continued employment with POSCO for two or more years from the date on which the options are granted. Expiration date of options is seven years from the date on which the options are granted. All of the stock options below relate to our common stock.
 
At the annual shareholders’ meeting held in February 2006, our shareholders elected to terminate the stock option program. Stock options granted prior to this meeting remain valid and outstanding pursuant to the articles of incorporation in effect at the time of the issuance of the stock option.
 
                           
    Exercise Period Exercise
 Granted
 Exercised
 Exercisable
Directors
 
Grant Date
 From To Price Options Options Options
 
Chung, Joon-Yang
 April 27, 2002  4/28/2004   4/27/2009   136,400   9,316   9,316   0 
  July 23, 2004  7/24/2006   7/23/2011   151,700   4,900   0   4,900 
Yoon, Seok-Man
 September 18, 2002  9/19/2004   9/18/2009   116,100   11,179   6,000   5,179 
  July 23, 2004  7/24/2006   7/23/2011   151,700   7,840   0   7,840 
Lee, Dong-Hee
 April 26, 2003  4/27/2005   4/26/2010   102,900   9,604   5,960   3,644 
Choi, Jong-Tae
 July 23, 2001  7/24/2003   7/23/2008   98,900   9,037   9,037   0 
  April 26, 2003  4/27/2005   4/26/2010   102,900   1,921   1,921   0 
Hur, Nam-Suk
 April 27, 2002  4/28/2004   4/27/2009   136,400   9,316   9,316   0 
  April 28, 2005  4/29/2007   4/28/2012   194,900   2,000   0   2,000 
Chung, Keel-Sou
 July 23, 2004  7/24/2006   7/23/2011   151,700   9,800   0   9,800 
Sun, Wook
 April 28, 2005  4/29/2007   4/28/2012   194,900   2,000   0   2,000 
Jones, Jeffrey D
 July 23, 2004  7/24/2006   7/23/2011   151,700   1,862   1,862   0 
Ahn, Charles
 April 28, 2005  4/29/2007   4/28/2012   194,900   2,000   0   2,000 
 
                           
    Exercise Period Exercise
 Granted
 Exercised
 Exercisable
Executive Officers
 
Grant Date
 From To Price Options Options Options
 
Oh, Chang-Kwan
 April 27, 2002  4/28/2004   4/27/2009   136,400   9,316   6,931   2,385 
Kwon, Young-Tae
 September 18, 2002  9/19/2004   9/18/2009   116,100   9,316   931   8,385 
Kim, Jin-Il
 April 26, 2003  4/27/2005   4/26/2010   102,900   9,604   9,492   112 
Kim, Sang-Young
 July 23, 2004  7/24/2006   7/23/2011   151,700   9,800   0   9,800 
Cho, Noi-Ha
 April 28, 2005  4/29/2007   4/28/2012   194,900   10,000   0   10,000 
Yoon, Yong-Won
 April 28, 2005  4/29/2007   4/28/2012   194,900   10,000   10,000   0 
Yoo, Kwang-Jae
 April 28, 2005  4/29/2007   4/28/2012   194,900   10,000   10,000   0 


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Item 7.  Major Shareholders and Related Party Transactions
 
Item 7.A.  Major Shareholders
 
The following table sets forth certain information relating to the shareholders of our common stock issued as of December 31, 2008.
 
         
  Number of
  
Shareholders
 Shares Owned Percentage
 
National Pension Service(1)
  5,516,535   6.33 
Nippon Steel Corporation(2)
  4,394,712   5.04 
Mirae Asset Investments Co., Ltd. 
  3,620,298   4.15 
SK Telecom
  2,481,310   2.85 
Pohang University of Science and Technology
  2,000,000   2.29 
Directors and executive officers as a group
  16,316   0.01 
Public(3)
  58,540,745   67.14 
POSCO (held in the form of treasury stock)
  8,255,034   9.47 
POSCO (held through treasury stock fund)
  2,361,885   2.71 
         
Total issued shares of common stock
  87,186,835   100.00%
         
 
 
(1) National Pension Service acquired additional shares to increase its number of shareholding from 5,516,535 (6.33%) as of December 31, 2008 to 5,617,304 (6.44%) as of February 4, 2009.
 
(2) Held in the form of ADRs.
 
(3) Includes ADRs.
 
As of December 31, 2008, there were 14,252,214 shares of common stock outstanding in the form of ADRs, representing 16.35% of the total issued and outstanding shares of common stock.
 
Item 7.B.  Related Party Transactions
 
We have issued guarantees of Won 598 billion as of December 31, 2006, Won 577 billion as of December 31, 2007 and Won 1,934 billion as of December 31, 2008, in favor of affiliated and related companies. We have also engaged in various transactions with our subsidiaries and affiliated companies. Please see Note 16 of Notes to Consolidated Financial Statements.
 
As of December 31, 2006, 2007 and 2008, we had no loans outstanding to our executive officers and Directors.
 
Item 7.C.  Interests of Experts and Counsel
 
Not applicable
 
Item 8.  Financial Information
 
Item 8.A.  Consolidated Statements and Other Financial Information
 
See “Item 18. Financial Statements” and pages F-1 through F-98.
 
Legal Proceedings
 
We have been subject to a number of anti-dumping and countervailing proceedings in the United States, the European Union and China. The anti-dumping and countervailing proceedings have not had a material adverse effect on our business and operations. However, there can be no assurance that further increases in or new imposition of countervailing duties, dumping duties, quotas or tariffs on our sales in the United States, China or Europe may not have a material adverse effect on our exports to these regions in the future. See “Item 4. Information on the Company — Item 4.B. Business Overview — Markets — Exports.”


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Except as described above, we are not involved in any pending or threatened legal or arbitration proceedings that may have, or have had during the last 12 months, a material adverse effect on our results of operations or financial position.
 
DIVIDENDS
 
The amount of dividends paid on our common stock is subject to approval at the annual general meeting of shareholders, which is typically held in February or March of the following year. In addition to our annual dividends, our board of directors is authorized to declare and distribute interim dividends once a year under our articles of incorporation. If we decide to pay interim dividends, our articles of incorporation authorize us to pay them in cash and to the shareholders of record as of June 30 of the relevant fiscal year. We may pay cash dividends out of retained earnings that have not been appropriated to statutory reserves.
 
The table below sets out the annual dividends declared on the outstanding common stock to shareholders of record on December 31 of the years indicated and the interim dividends declared on the outstanding common stock to shareholders of record on June 30 of the years indicated. A total of 87,186,835 shares of common stock were issued at the end of 2008. Of these shares, 76,569,916 shares were outstanding and 8,255,034 shares were held by us in treasury and 2,361,885 shares were held through our treasury stock fund. The annual dividends set out for each of the years below were paid in the immediately following year.
 
             
  Annual Dividend per
   Average Total
  Common Stock to
 Interim Dividend per
 Dividend per
Year
 Public Common Stock Common Stock
    (In Won)  
 
2004
  6,500   1,500   8,000 
2005
  6,000   2,000   8,000 
2006
  6,000   2,000   8,000 
2007
  7,500   2,500   10,000 
2008
  7,500   2,500   10,000 
 
Owners of the ADSs are entitled to receive any dividends payable in respect of the underlying shares of common stock.
 
Historically, we have paid to holders of record of our common stock an annual dividend. However, we can give no assurance that we will continue to declare and pay any dividends in the future.
 
Item 8.B.  Significant Changes
 
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our Consolidated Financial Statements included in this annual report.
 
Item 9.  The Offer and Listing
 
Item 9.A.  Offer and Listing Details
 
Market Price Information
 
Notes
 
Not applicable
 


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Common Stock
 
The principal trading market for our common stock is the KRX KOSPI Market. Our common stock, which is in registered form and has a par value of Won 5,000 per share, has been listed on the first section of the KRX KOSPI Market since June 1988 under the identifying code 005490. The table below shows the high and low trading prices and the average daily volume of trading activity on the KRX KOSPI Market for our common stock since January 1, 2004.
 
             
  Price Average Daily
  High Low Trading Volume
      (Number of Shares)
  (In Won)  
 
2004
            
First Quarter
  181,000   156,500   329,447 
Second Quarter
  177,000   131,000   439,035 
Third Quarter
  184,000   145,000   245,191 
Fourth Quarter
  203,000   163,000   298,091 
2005
            
First Quarter
  225,500   176,500   285,371 
Second Quarter
  203,000   174,500   297,524 
Third Quarter
  240,500   182,000   281,567 
Fourth Quarter
  236,500   199,500   327,639 
2006
            
First Quarter
  251,500   196,500   420,095 
Second Quarter
  287,000   217,500   380,671 
Third Quarter
  254,000   225,500   270,661 
Fourth Quarter
  318,500   239,000   244,757 
2007
            
First Quarter
  395,000   286,500   296,883 
Second Quarter
  481,000   366,000   246,291 
Third Quarter
  673,000   443,500   298,177 
Fourth Quarter
  765,000   557,000   331,286 
2008
            
First Quarter
  575,000   437,000   334,157 
Second Quarter
  594,000   450,000   382,083 
Third Quarter
  544,000   410,000   389,984 
Fourth Quarter
  436,500   242,000   600,141 
2009
            
First Quarter
  430,000   303,000   389,081 
January
  430,000   340,500   371,389 
February
  400,000   312,000   423,001 
March
  382,000   303,000   378,225 
Second Quarter (through June 26)
  432,000   398,500   370,780 
April
  413,000   369,000   426,754 
May
  435,000   389,000   403,082 
June (through June 26)
  435,000   369,000   396,110 


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ADSs
 
Our common stock is also listed on the New York Stock Exchange, the London Stock Exchange and the Tokyo Stock Exchange in the form of ADSs. The ADSs have been issued by The Bank of New York Mellon as ADR depositary and are listed on the New York Stock Exchange under the symbol “PKX.” One ADS represents one-fourth of one share of common stock. As of December 31, 2008, 14,252,214 ADSs were outstanding, representing 16.35% shares of common stock.
 
The table below shows the high and low trading prices and the average daily volume of trading activity on the New York Stock Exchange for our ADSs since January 1, 2004.
 
             
  Price Average Daily
  High Low Trading Volume
      (Number of ADSs)
  (In US$)  
 
2004
            
First Quarter
  38.43   33.55   578,963 
Second Quarter
  39.01   27.97   1,013,306 
Third Quarter
  40.14   32.47   729,723 
Fourth Quarter
  47.50   36.49   765,003 
2005
            
First Quarter
  54.85   41.22   866,811 
Second Quarter
  49.70   43.75   790,208 
Third Quarter
  57.08   44.12   606,928 
Fourth Quarter
  56.01   47.85   671,024 
2006
            
First Quarter
  63.80   48.97   812,089 
Second Quarter
  74.41   56.07   922,906 
Third Quarter
  66.88   58.59   760,752 
Fourth Quarter
  84.88   63.00   748,789 
2007
            
First Quarter
  106.88   76.49   770,003 
Second Quarter
  129.60   99.34   712,996 
Third Quarter
  184.54   124.50   809,315 
Fourth Quarter
  195.89   147.17   721,160 
2008
            
First Quarter
  147.74   108.41   418,434 
Second Quarter
  147.05   112.80   249,329 
Third Quarter
  133.73   88.35   294,629 
Fourth Quarter
  89.00   47.14   355,604 
2009
            
First Quarter
  79.11   47.14   212,520 
January
  79.11   61.49   188,030 
February
  74.81   50.17   190,958 
March
  71.46   47.14   252,573 
Second Quarter (through June 26)
  89.00   69.23   170,322 
April
  78.62   69.23   207,238 
May
  89.00   77.87   170,565 
June (through June 26)
  87.58   78.35   127,603 


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Item 9.B.  Plan of Distribution
 
Not applicable
 
Item 9.C.  Markets
 
The Korean Securities Market
 
On January 27, 2005, the Korea Exchange was established pursuant to the Korea Securities and Futures Exchange Act (which is now superseded by and consolidated into the FSCMA) through the consolidation of the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc. (“KOSDAQ”) and the KOSDAQ Committee within the Korea Financial Investment Association, which was in charge of the management of the KOSDAQ. There are three different markets operated by the Korea Exchange: the Stock Market, the KOSDAQ Market and the Futures Market. The Korea Exchange has two trading floors located in Seoul, one for the Stock Market and one for the KOSDAQ Market, and one trading floor in Busan for the Futures Market. The Korea Exchange is a limited liability company, the shares of which are held by (i) securities companies and futures companies that were formerly members of the Korea Stock Exchange or the Korea Futures Exchange, (ii) the Small Business Corporation, (iii) the Korea Securities Finance Corporation and (iv) the Korea Financial Investment Association. Currently, the Korea Exchange is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean financial investment companies and some Korean branches of foreign securities companies.
 
The Korea Exchange has the power in some circumstances to suspend trading in the shares of a given company or to de-list a security pursuant to the Regulation on Listing on the Korea Exchange. The Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semi-annually and quarterly and to release immediately all information that may affect trading in a security.
 
The Government has in the past exerted, and continues to exert, substantial influence over many aspects of the private sector business community which can have the intention or effect of depressing or boosting the market. In the past, the Government has informally both encouraged and restricted the declaration and payment of dividends, induced mergers to reduce what it considers excess capacity in a particular industry and induced private companies to publicly offer their securities.
 
The Korea Exchange publishes the Korea Composite Stock Price Index (“KOSPI”) every ten seconds, which is an index of all equity securities listed on the Korea Exchange. On January 1, 1983, the method of computing KOSPI was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.


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Movements in KOSPI are set out in the following table together with the associated dividend yields and price earnings ratios.
 
                         
          Period Average
  
          Dividend
 Price
          Yield(1)(2)
 Earnings
Year
 Opening High Low Closing (Percent) Ratio(2)(3)
 
1979
  131.28   131.28   104.38   118.97   17.8   3.8 
1980
  100.00   119.36   100.00   106.87   20.9   2.6 
1981
  97.95   165.95   93.14   131.37   13.2   3.1 
1982
  123.60   134.48   106.00   128.99   10.5   3.4 
1983
  122.52   134.46   115.59   121.21   6.9   3.8 
1984
  115.25   142.46   115.25   142.46   5.1   4.5 
1985
  139.53   163.37   131.40   163.37   5.3   5.2 
1986
  161.40   279.67   153.85   272.61   4.3   7.6 
1987
  264.82   525.11   264.82   525.11   2.6   10.9 
1988
  532.04   922.56   527.89   907.20   2.4   11.2 
1989
  919.61   1,007.77   844.75   909.72   2.0   13.9 
1990
  908.59   928.82   566.27   696.11   2.2   12.8 
1991
  679.75   763.10   586.51   610.92   2.6   11.2 
1992
  624.23   691.48   459.07   678.44   2.2   10.9 
1993
  697.41   874.10   605.93   866.18   1.6   12.7 
1994
  879.32   1,138.75   855.37   1,027.37   1.2   16.2 
1995
  1,027.45   1,016.77   847.09   882.94   1.2   16.4 
1996
  882.29   986.84   651.22   651.22   1.3   17.8 
1997
  647.67   792.29   350.68   376.31   1.5   17.0 
1998
  374.41   579.86   280.00   562.46   1.9   10.8 
1999
  565.10   1,028.07   498.42   1,028.07   1.1   13.5 
2000
  1,028.33   1,059.04   500.60   504.62   1.6   18.6 
2001
  503.31   704.50   468.76   693.70   2.0   14.2 
2002
  698.00   937.61   584.04   627.55   1.4   17.8 
2003
  633.03   822.16   515.24   810.71   2.2   10.9 
2004
  821.26   936.06   719.59   895.92   2.1   15.8 
2005
  896.00   1,379.37   870.84   1,379.37   1.7   11.0 
2006
  1,383.32   1,464.70   1,203.86   1,434.46   1.7   11.4 
2007
  1,438.89   2,015.48   1,345.08   1,897.13   1.4   16.8 
2008
  1,891.45   1,888.88   938.75   1,124.47   2.6   8.9 
2009 (through June 26)
  1,401.57   1,404.01   1,388.38   1,394.53   2.4   19.7 
 
 
Source: The KRX KOSPI Market
 
(1) Dividend yields are based on daily figures. Before 1983, dividend yields were calculated at the end of each month. Dividend yields after January 3, 1984 include cash dividends only.
 
(2) Starting in April 2000, dividend yield and price earnings ratio are calculated based on KOSPI 200, an index of 200 equity securities listed on the KRX KOSPI Market. Starting in April 2000, KOSPI 200 excludes classified companies, companies which did not submit annual reports to the KRX KOSPI Market, and companies which received qualified opinion from external auditors.
 
(3) The price earnings ratio is based on figures for companies that record a profit in the preceding year.


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Shares are quoted “ex-dividend” on the first trading day of the relevant company’s accounting period. Since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between its closing level at the end of one calendar year and its opening level at the beginning of the following calendar year.
 
With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any day are limited under the rules of the Korea Exchange to 15% of the previous day’s closing price of the shares, rounded down as set out below:
 
     
  Rounded Down
Previous Day’s Closing Price (Won)
 to (Won)
 
Less than 5,000
  5 
5,000 to less than 10,000
  10 
10,000 to less than 50,000
  50 
50,000 to less than 100,000
  100 
100,000 to less than 500,000
  500 
500,000 or more
  1,000 
 
As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.
 
Due to deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the Korea Exchange by the financial investment companies with a brokerage license. In addition, a securities transaction tax of 0.15% of the sales price will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares. An agricultural and fishery special surtax of 0.15% of the sales prices will also be imposed on transfer of these shares and securities on the Korea Exchange. See “Item 10. Additional Information — Item 10.E. Taxation — Korean Taxation.”


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The number of companies listed on the KRX KOSPI Market, the corresponding total market capitalization at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table:
 
                         
  Market Capitalization on the Last Day
  
  of Each Period      
  Number of
     Average Daily Trading Volume, Value
  Listed
 (Billions of
 (Millions of
 Thousands of
 (Millions of
 (Thousands of
Year
 Companies Won) US$)(1) Shares Won) US$)(1)
 
1979
  355  W2,609  US$5,391   5,382  W4,579  US$4,641 
1980
  352   2,527   3,829   5,654   3,897   5,905 
1981
  343   2,959   4,224   10,565   8,708   12,432 
1982
  334   3,000   4,408   9,704   6,667   8,904 
1983
  328   3,490   4,387   9,325   5,941   7,468 
1984
  336   5,149   6,223   14,847   10,642   12,862 
1985
  342   6,570   7,381   18,925   12,315   13,834 
1986
  355   11,994   13,924   31,755   32,870   38,159 
1987
  389   26,172   33,033   20,353   70,185   88,583 
1988
  502   64,544   94,348   10,367   198,364   289,963 
1989
  626   95,477   140,490   11,757   280,967   414,430 
1990
  669   79,020   110,301   10,866   183,692   256,411 
1991
  686   73,118   96,107   14,022   214,263   281,629 
1992
  688   84,712   107,448   24,028   308,246   390,977 
1993
  693   112,665   139,420   35,130   574,048   710,367 
1994
  699   151,217   191,730   36,862   776,257   984,223 
1995
  721   141,151   182,201   26,130   487,762   629,613 
1996
  760   117,370   139,031   26,571   486,834   576,680 
1997
  776   70,989   50,162   41,525   555,759   392,707 
1998
  748   137,799   114,091   97,716   660,429   546,803 
1999
  725   349,504   305,137   278,551   3,481,620   3,039,655 
2000
  704   188,042   149,275   306,163   2,602,211   2,065,739 
2001
  689   255,850   192,934   473,241   1,997,420   1,506,237 
2002
  683   258,681   215,496   857,245   3,041,598   2,533,815 
2003
  684   355,363   296,679   542,010   2,216,636   1,850,589 
2004
  683   412,588   395,275   372,895   2,232,109   2,138,445 
2005
  702   655,075   646,158   467,629   3,157,662   3,114,679 
2006
  731   704,588   757,948   279,096   3,435,180   3,695,331 
2007
  745   951,900   1,016,770   363,741   5,539,653   5,917,168 
2008
  763   576,888   458,758   352,599   3,211,039   2,553,510 
2009 (through June 26)
  761   721,831   562,064   563,257   5,856,004   4,559,863 
 
 
Source: The Korea Exchange
 
(1) Converted at the Concentration Base Rate of The Bank of Korea or the Market Average Exchange Rate, as the case may be, at the end of the periods indicated.
 
The Korean securities markets are principally regulated by the FSC and the FSCMA. The FSCMA imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.


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Further Opening of the Korean Securities Market
 
A stock index futures market was opened on May 3, 1996, a stock index option market was opened on July 7, 1997, an equity option market was opened on January 28, 2002 and an equity futures market was opened on May 6, 2008, in each case at the Korea Exchange. Remittance and repatriation of funds in connection with foreign investment in stock index and equity futures and options are subject to regulations similar to those that govern remittance and repatriation in the context of foreign investment in Korean stocks.
 
Starting from May 1, 1996, foreign investors were permitted to invest in warrants representing the right to subscribe for shares of a company listed on the KRX KOSPI Market or the KRX KOSDAQ Market, subject to certain investment limitations. A foreign investor may not acquire such warrants with respect to shares of a class of a company for which the ceiling on aggregate investment by foreigners has been reached or exceeded.
 
As of December 30, 1997, foreign investors were permitted to invest in all types of corporate bonds, bonds issued by national or local governments and bonds issued in accordance with certain special laws without being subject to any aggregate or individual investment ceiling. The FSC sets forth procedural requirements for such investments. The Government announced on February 8, 1998 its plans for the liberalization of the money market with respect to investment in money market instruments by foreigners in 1998. According to the plan, foreigners have been permitted to invest in money market instruments issued by corporations, including commercial paper, starting February 16, 1998 with no restrictions as to the amount. Starting May 25, 1998, foreigners have been permitted to invest in certificates of deposit and repurchase agreements.
 
Currently, foreigners are permitted to invest in certain other securities including shares of Korean companies which are not listed on the Korea Exchange and in bonds which are not listed.
 
Protection of Customer’s Interest in Case of Insolvency of Financial Investment Companies
 
Under Korean law, the relationship between a customer and a financial investment company with a brokerage license in connection with a securities sell or buy order is deemed to be a consignment and the securities acquired by a consignment agent (i.e., the financial investment company with a brokerage license) through such sell or buy order are regarded as belonging to the customer in so far as the customer and the consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or rehabilitation procedure involving a financial investment company with a brokerage license, the customer of the financial investment company is entitled to the proceeds of the securities sold by the financial investment company.
 
When a customer places a sell order with a financial investment company with a brokerage license which is not a member of the Stock Market Division or the KRX KOSDAQ Market and this financial investment company places a sell order with another financial investment company with a brokerage license which is a member of the Stock Market Division or the KRX KOSDAQ Market, the customer is still entitled to the proceeds of the securities sold and received by the non-member company from the member company regardless of the bankruptcy or rehabilitation of the non-member company. Likewise, when a customer places a buy order with a non-member company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from the member company because the purchased securities are regarded as belonging to the customer in so far as the customer and the non-member company’s creditors are concerned.
 
Under the FSCMA, the Korea Exchange is obliged to indemnify any loss or damage incurred by a counter party as a result of a breach by its members of the Stock Market Division or the KOSDAQ Market Division. If a financial investment company with a brokerage license which is a member of the Stock Market Division or the KOSDAQ Market Division breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member. Accordingly, the customer can acquire the securities that have been ordered to be purchased by the breaching member.
 
As the cash deposited with a financial company with a brokerage license is regarded as belonging to the financial investment company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the financial investment company if a bankruptcy or rehabilitation procedure is instituted against the financial investment company and, therefore, can suffer from loss or damage as a result. However, the Depositor Protection Act provides that the Korea Deposit Insurance Corporation will, upon the


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request of the investors, pay investors up to Won 50 million of cash deposited with a financial investment company in case of the financial investment company’s bankruptcy, liquidation, cancellation of securities business license or other insolvency events. Pursuant to the FSCMA, subject to certain exceptions, financial investment companies with a brokerage license are required to deposit the cash received from its customers to the extent the amount is not covered by the insurance with the Korea Securities Finance Corporation, a special entity established pursuant to the FSCMA. Set-off or attachment of cash deposits by financial investment companies with a brokerage license is prohibited. The premiums related to this insurance are paid by financial investment companies.
 
Item 9.D.  Selling Shareholders
 
Not applicable
 
Item 9.E.  Dilution
 
Not applicable
 
Item 9.F.  Expenses of the Issuer
 
Not applicable
 
Item 10.  Additional Information
 
Item 10.A.  Share Capital
 
Currently, our authorized share capital is 200,000,000 shares, which consists of shares of common stock, par value Won 5,000 per share (“Common Shares”) and shares of non-voting stock, par value Won 5,000 per share (“Non-Voting Shares”). Common Shares and Non-Voting Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Shares up to the limit prescribed by applicable law, the aggregate of which currently is one-half of our total issued and outstanding capital stock. As of December 31, 2008, 87,186,835 Common Shares were issued, of which 8,255,034 shares were held by us in treasury and an additional 2,361,885 shares were held by our treasury stock fund. We have never issued any Non-Voting Shares. All of the issued and outstanding Common Shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 3, 4, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.
 
Item 10.B.  Memorandum and Articles of Association
 
This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the FSCMA, the Commercial Code and related laws, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the Commercial Code. We have filed copies of our articles of incorporation and these laws (except for the newly enacted the FSCMA) as exhibits to registration statements under the Securities Act or the Securities Exchange Act previously filed by us.
 
Dividends
 
We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. The Common Shares represented by the ADSs have the same dividend rights as other outstanding Common Shares.
 
Holders of Non-Voting Shares are entitled to receive dividends in priority to the holders of Common Shares in an amount not less than 9% of the par value of the Non-Voting Shares as determined by the board of directors at the time of their issuance. If the amount available for dividends is less than the aggregate amount of such minimum dividend, we do not have to declare dividends on the Non-Voting Shares.
 
We may declare dividends annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders of record as of the end of the preceding fiscal year. We may distribute the annual dividend in cash or in Shares. However, a dividend of Shares must be distributed at par value. If the market price of the Shares is less than


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their par value, dividends in Shares may not exceed one-half of the annual dividend. In addition, we may declare, and distribute in cash, interim dividends pursuant to a board resolution once a fiscal year. We have no obligation to pay any annual dividend unclaimed for five years from the payment date.
 
Under the Commercial Code, we may pay an annual dividend only to the extent the net asset amount in our balance sheets exceeds the sum of the following: (i) our stated capital, (ii) the total amount of our capital surplus reserve and legal reserve accumulated up to the end of the relevant dividend period, and (iii) the legal reserve to be set aside for annual dividend. We may not pay an annual dividend unless we have set aside as earned surplus reserve an amount equal to at least 10% of the cash portion of the annual dividend or unless we have accumulated earned surplus reserve of not less than one-half of our stated capital. We may not use legal reserve to pay cash dividends but may transfer amounts from legal reserve to capital stock or use legal reserve to reduce an accumulated deficit.
 
Distribution of Free Shares
 
In addition to paying dividends in Shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from our capital surplus or legal reserve to our stated capital in the form of free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings.
 
Preemptive Rights and Issuance of Additional Shares
 
We may issue authorized but unissued shares at the times and, unless otherwise provided in the Commercial Code, on the terms our board of directors may determine. All our shareholders are generally entitled to subscribe for any newly issued Shares in proportion to their existing shareholdings. We must offer new Shares on uniform terms to all shareholders who have preemptive rights and are listed on our shareholders’ register as of the relevant record date. Under the Commercial Code, we may vary, without shareholders’ approval, the terms of these preemptive rights for different classes of shares. We must give public notice of the preemptive rights regarding new Shares and their transferability at least two weeks before the relevant record date. Our board of directors may determine how to distribute Shares for which preemptive rights have not been exercised or where fractions of Shares occur.
 
Under our articles of incorporation, we may issue new Shares pursuant to a board resolution to persons other than existing shareholders, who in these circumstances will not have preemptive rights, if the new Shares are:
 
  • offered publicly or to underwriters for underwriting pursuant to the FSCMA;
 
  • issued to members of our employee stock ownership association pursuant to the FSCMA;
 
  • represented by depositary receipts pursuant to the FSCMA;
 
  • issued in a general public offering pursuant to a board resolution in accordance with the FSCMA, the amount of which is no more than 10% of the outstanding Shares;
 
  • issued to our creditors pursuant to a debt-equity swap;
 
  • issued to domestic or foreign corporations pursuant to a joint venture agreement, strategic coalition or technology inducement agreement when deemed necessary for management purposes; or
 
  • issued to domestic or foreign financial institutions when necessary for raising funds in emergency cases.
 
In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 2,000 billion, to persons other than existing shareholders.
 
Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20% of the Shares publicly offered pursuant to the FSCMA. This right is exercisable only to the extent that the total number of Shares so acquired and held by members of our employee stock ownership association does not exceed 20% of the total number of Shares then issued. As of December 31, 2008, our employees owned, through our employee stock ownership association, approximately 0.01% of our common stock in their association accounts and 3.99% of our common stock in their employee accounts.


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General Meeting of Shareholders
 
We hold the annual general meeting of shareholders within three months after the end of each fiscal year. Subject to a board resolution or court approval, we may hold an extraordinary general meeting of shareholders:
 
  • as necessary;
 
  • at the request of holders of an aggregate of 3% or more of our outstanding Shares;
 
  • at the request of shareholders holding an aggregate of 1.5% or more of our outstanding Shares for at least six months; or
 
  • at the request of our audit committee.
 
Holders of Non-Voting Shares may request a general meeting of shareholders only after the Non-Voting Shares become entitled to vote or “enfranchised,” as described under “— Voting Rights” below.
 
We must give shareholders written notice setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of 1% or less of the total number of issued and outstanding voting Shares, we may give notice by placing at least two public notices in at least two daily newspapers at least two weeks in advance of the meeting. Currently, we useThe Seoul Shinmun published in Seoul, The Maeil Shinmun published in Taegu and The Kwangju Ilbopublished in Kwangju for this purpose. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of Non-Voting Shares, unless enfranchised, are not entitled to receive notice of general meetings of shareholders, but may attend such meetings.
 
Our general meetings of shareholders are held either in Pohang or Seoul.
 
Voting Rights
 
Holders of our Common Shares are entitled to one vote for each Common Share, except that voting rights of Common Shares held by us, or by a corporate shareholder that is more than 10% owned by us either directly or indirectly, may not be exercised. The Commercial Code and the FSCMA permitted cumulative voting, under which voting method each shareholder would have multiple voting rights corresponding to the number of directors to be appointed in the voting and may exercise all voting rights cumulatively to elect one director.
 
Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting Shares present or represented at the meeting, where the affirmative votes also represent at least one-fourth of our total voting Shares then issued and outstanding. However, under the Commercial Code and our articles of incorporation, the following matters, among others, require approval by the holders of at least two-thirds of the voting Shares present or represented at a meeting, where the affirmative votes also represent at least one-third of our total voting Shares then issued and outstanding:
 
  • amending our articles of incorporation;
 
  • removing a director;
 
  • effecting any dissolution, merger or consolidation of us;
 
  • transferring the whole or any significant part of our business;
 
  • effecting our acquisition of all of the business of any other company;
 
  • issuing any new Shares at a price lower than their par value;
 
  • approving matters required to be approved at a general meeting of shareholders, which have material effects on our assets, as determined by the Board of Directors; or
 
  • reducing capital.
 
In general, holders of Non-Voting Shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders. However, in the case of amendments to our articles of incorporation, or any merger


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or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Shares, approval of the holders of Non-Voting Shares is required. We may obtain the approval by a resolution of holders of at least two-thirds of the Non-Voting Shares present or represented at a class meeting of the holders of Non-Voting Shares, where the affirmative votes also represent at least one-third of our total issued and outstanding Non-Voting Shares. In addition, the holders of Non-Voting Shares may be entitled to vote during the period between the general meeting of shareholders in which required preferred dividends are not paid to such holders until the next general meeting of shareholders at which the payment of such preferred dividends to such holders is declared. The holders of enfranchised Non-Voting Shares have the same rights as holders of Common Shares to request, receive notice of, attend and vote at a general meeting of shareholders.
 
Shareholders may exercise their voting rights by proxy. A shareholder may give proxies only to another shareholder, except that the Government may give proxies to a designated public official and a corporate shareholder may give proxies to its officers or employees.
 
Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying Common Shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the Common Shares underlying their ADSs.
 
Rights of Dissenting Shareholders
 
In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. Only the shareholders who have executed a share purchase agreement evidencing their acquisition of the relevant Shares on or prior to the day immediately following the public disclosure of the board resolutions approving any of the aforementioned transactions have the rights to require us to purchase their Shares. To exercise this right, shareholders, including holders of Non-Voting Shares, must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their Shares. We are obligated to purchase the Shares of dissenting shareholders within one month after the expiration of the20-dayperiod. The purchase price for the Shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily Share prices on the Korea Exchange for the two-month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily Share price on the Korea Exchange for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily Share price on the Korea Exchange for the one week period before such date of the adoption of the relevant resolution. However, the court may determine this price if we or dissenting shareholders do not accept the purchase price. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common stock and become our direct shareholders.
 
Register of Shareholders and Record Dates
 
Our transfer agent, Kookmin Bank, maintains the register of our shareholders at its office in Seoul, Korea. It registers transfers of Shares on the register of shareholders on presentation of the Share certificates.
 
The record date for annual dividends is December 31. For the purpose of determining the shareholders entitled to annual dividends, the register of shareholders may be closed for the period from January 1 to January 31 of each year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the Shares, we may, on at least two weeks’ public notice, set a record dateand/or close the register of shareholders for not more than three months. The trading of Shares and the delivery of share certificates may continue while the register of shareholders is closed.
 
Annual Report
 
At least one week before the annual general meeting of shareholders, we must make our annual report and audited financial statements available for inspection at our principal office and at all of our branch offices. In


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addition, copies of annual reports, the audited financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.
 
Under the FSCMA, we must file with the FSC and the Korea Exchange (1) an annual business report within 90 days after the end of our fiscal year, (2) a half-year report within 45 days after the end of the first six months of our fiscal year, and (3) quarterly reports within 45 days after the end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the FSC and the Korea Exchange.
 
Transfer of Shares
 
Under the Commercial Code, the transfer of Shares is effected by delivery of share certificates. However, to assert shareholders’ rights against us, the transferee must have his name and address registered on our register of shareholders. For this purpose, a shareholder is required to file his name, address and seal with our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his behalf in Korea and file a mailing address in Korea. The above requirements do not apply to the holders of ADSs.
 
Under current Korean regulations, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a brokerage, dealing or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of Shares by non-residents or non-Koreans. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”
 
Our transfer agent is Kookmin Bank, located at36-3,Yeoido-dong, Yeongdeungpo-gu, Seoul, Korea.
 
Acquisition of Shares by Us
 
We may not acquire our own Shares except in limited circumstances, such as a reduction in capital. In addition, we may acquire Shares through purchases on the Korea Exchange or through a tender offer. Notwithstanding the foregoing restrictions, we may acquire interests in our own Shares through agreements with trust companies and asset management companies. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends available at the end of the preceding fiscal year less the amount of dividends and mandatory reserves required to be set aside for that fiscal year, subject to certain procedural requirements.
 
Under the Commercial Code, except in the case of a reduction in capital, we must resell or transfer any Shares acquired by us from a third party within a reasonable time. In general, corporate entities in which we own more than 50% equity interest may not acquire our Shares. Under the FSCMA, we are subject to certain selling restrictions for the Shares acquired by us. In the case of a reduction in capital, we must immediately cancel the Shares acquired by us.
 
Liquidation Rights
 
In the event of our liquidation, after payment of all debts, liquidation expenses and taxes, our remaining assets will be distributed among shareholders in proportion to their shareholdings. Holders of Non-Voting Shares have no preference in liquidation.
 
Item 10.C.  Material Contracts
 
None.
 
Item 10.D.  Exchange Controls
 
Shares and ADSs
 
The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively, “Foreign Exchange Transaction Laws”) and the Foreign Investment Promotion Law regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies.


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Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities only to the extent specifically allowed by these laws. The FSC has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investment by foreigners in Korean securities.
 
Subject to certain limitations, the Ministry of Strategy and Finance has the authority to take the following actions under the Foreign Exchange Transaction Laws:
 
  • if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Strategy and Finance may temporarily suspend performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit, safe-keep or sell any means of payment to The Bank of Korea or certain other governmental agencies or financial institutions; and
 
  • if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect the Won, exchange rates or other macroeconomic policies, the Ministry of Strategy and Finance may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transactions with The Bank of Korea or certain other governmental agencies or financial institutions.
 
Government Review of Issuance of ADSs
 
In order for us to issue shares represented by ADSs, we are required to file a prior report of the issuance with our designated foreign exchange bank or the Ministry of Strategy and Finance, depending on the issuance amount. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.
 
Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We can give no assurance that we would grant our consent, if our consent is required.
 
Reporting Requirements for Holders of Substantial Interests
 
Under the FSCMA, any person whose direct or beneficial ownership of shares, whether in the form of shares or ADSs, certificates representing the rights to subscribe for Shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively, “Equity Securities”) together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person accounts for 5% or more of the total outstanding Equity Securities is required to report the status and the purpose (whether or not to exert an influence on management control over the issuer) of the holdings to the FSC and the Korea Exchange within five business days after reaching the 5% ownership interest. In addition, any change in the purpose of holding such ownership interest or a change in the ownership interest subsequent to the report which equals or exceeds 1% of the total outstanding Equity Securities is required to be reported to the FSC and the Korea Exchange within five business days from the date of the change. However, the reporting deadline of such reporting requirement is extended to the tenth day of the month immediately following the month of such change in their shareholding for (1) professional investors, as defined under the FSCMA, or (2) persons who hold shares for purposes other than management control. Those who report the purpose of shareholding as management control of the issuer are prohibited from exercising their voting rights and acquiring additional shares for five days subsequent to their report under the FSCMA.


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Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the ownership of Equity Securities exceeding 5%. Furthermore, the FSC may issue an order to dispose of non-reported Equity Securities.
 
In addition to the reporting requirements described above, any person whose direct or beneficial ownership of a company’s shares accounts for 10% or more of the total issued and outstanding shares (a “major stockholder”) must report the status of his or her shareholding to the Securities and Futures Commission and the Korea Exchange within five business days after he or she becomes a major stockholder. In addition, any change in the ownership interest subsequent to the report must be reported to the Securities and Futures Commission and the Korea Exchange by the fifth business day of any changes in his or her shareholding. Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment.
 
Under the FSC regulations amended on February 4, 2009, if a company listed on the KRX KOSPI Market has submitted public disclosure of material matters to a foreign financial investment supervisory authority pursuant to the laws of the foreign jurisdiction, then it must submit a copy of the public disclosure and a Korean translation thereof to the FSC and the Korea Exchange. In addition, if a company listed on the KRX KOSPI Market is approved for listing on a foreign stock exchange or determined to be de-listed from the foreign stock exchange or actually lists on, or de-lists from, a foreign stock exchange, then it must submit to the FSC and the Korea Exchange a copy, together with a Korean translation thereof, of all documents submitted to, or received from, the relevant foreign government, supervisory authority or stock exchange.
 
Restrictions Applicable to ADSs
 
No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery inside Korea of shares in connection with the withdrawal, provided that a foreigner who intends to acquire the shares must obtain an investment registration card from the Financial Supervisory Service (“FSS”) as described below. The acquisition of the shares by a foreigner must be immediately reported by the foreigner or his standing proxy in Korea to the Governor of the FSS (“Governor”).
 
Persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.
 
In addition, under the FSC regulations, effective as of November 30, 2006, we are required to file a securities registration statement with the FSC and such securities registration statement has to become effective pursuant to the FSCMA in order for us to issue shares represented by ADSs, except in certain limited circumstances.
 
Restrictions Applicable to Shares
 
Under the Foreign Exchange Transaction Laws and FSC regulations (together, the “Investment Rules”), foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX KOSPI Market, unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market only through the KRX KOSPI Market, except in limited circumstances, including, among others:
 
  • odd-lot trading of shares;
 
  • acquisition of shares (“Converted Shares”) by exercise of warrant, conversion right under convertible bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company;
 
  • acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends;
 
  • over-the-counter transactions between foreigners of a class of shares for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded with certain exceptions;
 
  • shares acquired by direct investment as defined in the Foreign Investment Promotion Law;
 
  • disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;


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  • disposal of shares in connection with a tender offer;
 
  • acquisition of shares by a foreign depositary in connection with the issuance of depositary receipts;
 
  • acquisition and disposal of shares through overseas stock exchange market if such shares are simultaneously listed on the Stock Market Division or the KRX KOSDAQ Market and such overseas stock exchange; and
 
  • arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.
 
For over-the-counter transactions of shares between foreigners outside the Korea Exchange with respect to which the limit on aggregate foreign ownership has been reached or exceeded, a financial investment company with a brokerage license in Korea must act as an intermediary. Odd-lot trading of shares outside the Korea Exchange must involve a financial investment company with a brokerage license in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions through borrowing shares from financial investment companies with respect to shares which are subject to a foreign ownership limit.
 
The Investment Rules require a foreign investor who wishes to invest in shares for the first time on the Korea Exchange (including Converted Shares) to register its identity with the FSS prior to making any such investment; however, the registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition of the Converted Shares or who acquire the shares in an over-the-counter transaction or dispose of shares where such acquisition or disposal is deemed to be a foreign direct investment pursuant to the Foreign Investment Promotion Law. Upon registration, the FSS will issue to the foreign investor an investment registration card which must be presented each time the foreign investor opens a brokerage account with a financial investment company with a brokerage license or dealing license in Korea. Foreigners eligible to obtain an investment registration card include foreign nationals who are individuals residing abroad for more than six months, foreign governments, foreign municipal authorities, foreign public institutions, international financial institutions or similar international organizations, corporations incorporated under foreign laws and any person in any additional category designated by decree of the Ministry of Strategy and Finance. All Korean offices of a foreign corporation as a group are treated as a separate foreigner from the offices of the corporation outside Korea. However, a foreign corporation or depositary issuing depositary receipts may obtain one or more investment registration cards in its name in certain circumstances as described in the relevant regulations.
 
Upon a foreign investor’s purchase of shares through the Korea Exchange, no separate report by the investor is required because the investment registration card system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the Korea Exchange (as discussed above) must be reported by the foreign investor or his standing proxy to the Governor at the time of each such acquisition or sale;provided, however, that a foreign investor must ensure that any acquisition or sale by it of shares outside the Korea Exchange in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor by the Korea Securities Depository, financial investment companies with a dealing or brokerage license or securities finance companies engaged to facilitate such transaction. A foreign investor must appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks) financial investment companies with a dealing, brokerage or collective investment license and internationally recognized custodians which will act as a standing proxy to exercise shareholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities himself. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the Governor in cases deemed inevitable by reason of conflict between laws of Korea and those of the home country of the foreign investor.
 
Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. Only foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license, the Korea Securities Depository and internationally recognized custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of


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the Governor in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.
 
Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public corporations are subject to a 40% ceiling on the acquisition of shares by foreigners in the aggregate. Designated public corporations may set a ceiling on the acquisition of shares by a single person according to its articles of incorporation. We set this ceiling at 3% until the discontinuation of our designation as a public corporation on September 28, 2000. As a result, we currently do not have any ceiling on the acquisition of shares by a single person or by foreigners in the aggregate. Furthermore, an investment by a foreign investor of not less than 10% of the outstanding shares with voting rights of a Korean company is defined as a direct foreign investment under the Foreign Investment Promotion Law, which is, in general, subject to the report to, and acceptance by, the Ministry of Knowledge Economy. The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign shareholding restrictions in the event that the restrictions are prescribed in each specific law which regulates the business of the Korean company.
 
Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened in the name of a financial investment company with a dealing, brokerage or collective investment license. Funds in the foreign currency account may be remitted abroad without any governmental approval.
 
Dividends on Shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s financial investment company with a dealing, brokerage or collective investment license or his Won Account. Funds in the investor’s Won Account may be transferred to his foreign currency account or withdrawn for local living expenses up to certain limitations. Funds in the Won Account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.
 
Financial investment companies with a dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these financial investment companies and asset management companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, as counterparty to foreign investors, without the investors having to open their own accounts with foreign exchange banks.
 
Item 10.E.  Taxation
 
The following summary is based upon tax laws of the United States and Korea as in effect on the date of this annual report onForm 20-F,and is subject to any change in United States or Korean law that may come into effect after such date. Investors in the shares of common stock or ADSs are advised to consult their own tax advisers as to the United States, Korean or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any national, state or local tax laws.
 
Korean Taxation
 
The following summary of Korean tax considerations applies to you so long as you are not:
 
  • a resident of Korea;
 
  • a corporation with registered office or main office located in Korea or actual management of which takes place in Korea; or
 
  • engaged in a trade or business in Korea through a permanent establishment or a fixed base to which the relevant income is attributable or with which the relevant income is effectively connected.


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Shares or ADSs
 
Dividends on the Shares of Common Stock or ADSs
 
We will deduct Korean withholding tax from dividends paid to you at a rate of 22.0% (including resident surtax). If you are a qualified resident in a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. See the discussion under “— Tax Treaties” below for an additional explanation on treaty benefits.
 
In order to obtain the benefits of a reduced withholding tax rate under an applicable tax treaty, you must submit to us, prior to the dividend payment date, such evidence of tax residence as may be required by the Korean tax authorities. Evidence of tax residence will include a certificate of your tax residency issued by a competent authority of your country of tax residence, and may be submitted to us through the ADR depositary. If we distribute to you free shares representing a transfer of earning surplus or certain capital reserves into paid-in capital, that distribution may be subject to Korean tax.
 
Taxation of Capital Gains
 
As a general rule, capital gains earned by non-residents upon the transfer of the Shares or ADSs would be subject to Korean withholding tax at a rate equal to the lesser of (i) 11.0% (including resident surtax) of the gross proceeds realized or (ii) 22.0% (including resident surtax) of the net realized gain (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs arising out of the transfer of such Shares or ADSs), unless such non-resident is exempt from Korean income taxation under an applicable Korean tax treaty into which Korea has entered with the non-resident’s country of tax residence. See the discussion under “— Tax Treaties” below for an additional explanation of treaty benefits. Even if you do not qualify for any exemption under a tax treaty, you will not be subject to the foregoing withholding tax on capital gains if you qualify for the relevant Korean domestic tax law exemptions discussed in the following paragraphs.
 
With respect to shares of our common stock, you will not be subject to Korean income taxation on capital gains realized upon the transfer of such shares through the Korea Exchange if you (i) have no permanent establishment in Korea and (ii) did not own or have not owned (together with any shares owned by any person with which you have a certain special relationship and possibly including the shares represented by the ADSs) 25% or more of our total issued and outstanding shares at any time during the calendar year in which the sale occurs and during the five calendar years prior to the calendar year in which the sale occurs.
 
Capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from the transfer of ADSs outside Korea (except for the case where you transfer the ADSs which you received as a holder of the relevant shares upon the deposit of such shares) will be exempt from Korean income taxation by virtue of the Special Tax Treatment Control Law (“STTCL”), provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL.
 
If you are subject to tax on capital gains with respect to the sale of ADSs, or of shares of common stock which you acquired as a result of a withdrawal, the purchaser or, in the case of the sale of shares of common stock on the Korea Exchange or through a licensed financial investment company in Korea, the licensed financial investment company, is required to withhold Korean tax from the sales price in an amount equal to the lesser of (i) 11% (including resident surtax) of the gross realization proceeds or (ii) 22% (including resident surtax) of the net realized gain (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs arising out of the transfer of such Shares or ADSs) and to make payment of these amounts to the Korean tax authority, unless you establish your entitlement to an exemption under an applicable tax treaty or domestic tax law. To obtain the benefit of an exemption from tax pursuant to a tax treaty, you must submit to the purchaser or the licensed financial investment company, or through the ADR depositary, as the case may be, prior to or at the time of payment, such evidence of your tax residence as the Korean tax authorities may require in support of your claim for treaty benefits. See the discussion under ‘‘— Tax Treaties” below for an additional explanation on claiming treaty benefits.


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Tax Treaties
 
Korea has entered into a number of income tax treaties with other countries (including the United States), which would reduce or exempt Korean withholding tax on dividends on, and capital gains on transfer of, shares of our common stock or ADSs. For example, under theKorea-UnitedStates income tax treaty, reduced rates of Korean withholding tax of 16.5% or 11.0% (respectively, including resident surtax, depending on your shareholding ratio) on dividends and an exemption from Korean withholding tax on capital gains are available to residents of the United States that are beneficial owners of the relevant dividend income or capital gains, subject to certain exceptions. However, under Article 17 (Investment of Holding Companies) of theKorea-UnitedStates income tax treaty, such reduced rates and exemption do not apply if (i) you are a United States corporation, (ii) by reason of any special measures, the tax imposed on you by the United States with respect to such dividends or capital gains is substantially less than the tax generally imposed by the United States on corporate profits, and (iii) 25% or more of your capital is held of record or is otherwise determined, after consultation between competent authorities of the United States and Korea, to be owned directly or indirectly by one or more persons who are not individual residents of the United States. Also, under Article 16 (Capital Gains) of theKorea-UnitedStates income tax treaty, the exemption on capital gains does not apply if you are an individual, and (a) you maintain a fixed base in Korea for a period or periods aggregating 183 days or more during the taxable year and your ADSs or shares of common stock giving rise to capital gains are effectively connected with such fixed base or (b) you are present in Korea for a period or periods of 183 days or more during the taxable year.
 
You should inquire whether you are entitled to the benefit of an income tax treaty with Korea. It is the responsibility of the party claiming the benefits of an income tax treaty in respect of dividend payments or capital gains to submit to us, the purchaser or the financial investment company with a brokerage license, as applicable, a certificate as to his or her tax residence. In the absence of sufficient proof, we, the purchaser or the financial investment company with a brokerage license, as applicable, must withhold tax at the normal rates. In addition, in order for you to obtain the benefit of a tax exemption on certain Korean source income (e.g., dividends and capital gains) under an applicable tax treaty, Korean tax law requires you (or your agent) to submit the application for tax exemption along with a certificate of your tax residency issued by a competent authority of your country of tax residence, subject to certain exceptions. Such application should be submitted to the relevant district tax office by the ninth day of the month following the date of the first payment of such income.
 
Inheritance Tax and Gift Tax
 
If you die while holding an ADS or donate an ADS, it is unclear whether, for Korean inheritance and gift tax purposes, you will be treated as the owner of the shares of common stock underlying the ADSs. If the tax authority interprets depositary receipts as the underlying share certificates, you may be treated as the owner of the shares of common stock and your heir or the donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax presently at the rate of 10% to 50%; provided that the value of the ADSs or shares of common stock is greater than a specified amount.
 
If you die while holding a share of common stock or donate a share of common stock, your heir or donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax at the same rate as indicated above.
 
At present, Korea has not entered into any tax treaty relating to inheritance or gift taxes.
 
Securities Transaction Tax
 
If you transfer shares of common stock on the Korea Exchange, you will be subject to securities transaction tax at the rate of 0.15% and an agriculture and fishery special surtax at the rate of 0.15% of the sale price of the shares of common stock. If your transfer of the shares of common stock is not made on the Korea Exchange, subject to certain exceptions you will be subject to securities transaction tax at the rate of 0.5% and will not be subject to an agriculture and fishery special surtax.
 
Although it is not entirely clear whether depositary receipts constitute share certificates subject to the securities transaction tax, the transfer of share certificates listed on the New York Stock Exchange, the Nasdaq


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National Market or other qualified foreign exchanges is exempt from the securities transaction tax under the Securities Transaction Tax Law. Accordingly, once the ADSs are listed on the New York Stock Exchange, your transfer of ADRs should not be subject to the securities transaction tax irrespective of whether depositary receipts constitute share certificates subject to the securities transaction tax.
 
In principle, the securities transaction tax, if applicable, must be paid by the transferor of the shares or rights. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay the tax to the tax authorities. When such transfer is made through a financial investment company with a brokerage license only, such financial investment company is required to withhold and pay the tax. Where the transfer is effected by a non-resident without a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the securities transaction tax.
 
United States Taxation
 
This summary describes the material U.S. federal income tax consequences for a U.S. holder (as defined below) of owning our shares of common stock or ADSs. This summary applies to you only if you hold shares of common stock or ADSs as capital assets for tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:
 
  • a dealer in securities or currencies;
 
  • a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
 
  • a bank;
 
  • a life insurance company;
 
  • a tax-exempt organization;
 
  • a person that holds shares of common stock or ADSs that are a hedge or that are hedged against interest rate or currency risks;
 
  • a person that holds shares of common stock or ADSs as part of a straddle or conversion transaction for tax purposes;
 
  • a person whose functional currency for tax purposes is not the U.S. dollar; or
 
  • a person that owns or is deemed to own 10% or more of any class of our stock.
 
This summary is based on laws, treaties and regulatory interpretations in effect on the date hereof, all of which are subject to change, possibly on a retroactive basis.
 
Please consult your own tax advisers concerning the U.S. federal, state, local and other national tax consequences of purchasing, owning and disposing of shares of common stock or ADSs in your particular circumstances.
 
For purposes of this summary, you are a “U.S. holder” if you are a beneficial owner of a note, share of common stock or ADS that is:
 
  • a citizen or resident of the United States;
 
  • a U.S. domestic corporation; or
 
  • subject to U.S. federal income tax on a net income basis with respect to income from the note, share of common stock or ADS.
 
Shares of Common Stock and ADSs
 
In general, if you hold ADSs, you will be treated as the holder of the shares of common stock represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the shares of common stock represented by that ADS.


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Dividends
 
The gross amount of cash dividends that you receive (prior to deduction of Korean taxes) generally will be subject to U.S. federal income taxation as foreign source dividend income. Dividends paid in Won will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of your (or, in the case of ADSs, the depositary’s) receipt of the dividend, regardless of whether the payment is in fact converted into Dollars. If such a dividend is converted into Dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. holders should consult their own tax advisers regarding the treatment of any foreign currency gain or loss on any Won received by U.S. holders that are converted into Dollars on a date subsequent to receipt.
 
Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual prior to January 1, 2011 with respect to the ADSs and common stock will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends paid on the ADSs and common stock will be treated as qualified dividends if (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purposes of the qualified dividend rules and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The income tax treaty between Korea and the United States (“Treaty”) has been approved for the purposes of the qualified dividend rules. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2007 or 2008 taxable year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2009 taxable year. You should consult your own tax advisers regarding the availability of the reduced dividend tax rate in the light of your own particular circumstances.
 
Distributions of additional shares in respect of shares of common stock or ADSs that are made as part of a pro-rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.
 
Sales and Other Dispositions
 
For U.S. federal income tax purposes, gain or loss that you realize on the sale or other disposition of shares of common stock or ADSs will be capital gain or loss, and will be long-term capital gain or loss if the shares of common stock or ADSs were held for more than one year. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at a reduced rate.
 
Foreign Tax Credit Considerations
 
You should consult your own tax advisers to determine whether you are subject to any special rules that limit your ability to make effective use of foreign tax credits, including the possible adverse impact of failing to take advantage of benefits under the income tax treaty between the United States and Korea. If no such rules apply, you generally may claim a credit, up to any applicable reduced rates provided under the Treaty, against your U.S. federal income tax liability for Korean taxes withheld from dividends on shares of common stock or ADSs, so long as you have owned the shares of common stock or ADSs (and not entered into specified kinds of hedging transactions) for at least a16-dayperiod that includes the ex-dividend date. Instead of claiming a credit, you may, at your election, deduct such Korean taxes in computing your taxable income, subject to generally applicable limitations under U.S. tax law. Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain hedged positions in securities and may not be allowed in respect of arrangements in which your expected economic profit is insubstantial. You may not be able to use the foreign tax credit associated with any Korean withholding tax imposed on a distribution of additional shares that is not subject to U.S. tax unless you can use the credit against United States tax due on other foreign-source income.
 
Any Korean securities transaction tax or agriculture and fishery special tax that you pay will not be creditable for foreign tax credit purposes.


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The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involves the application of complex rules that depend on a U.S. holder’s particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.
 
U.S. Information Reporting and Backup Withholding Rules
 
Payments in respect of the notes, shares of common stock or ADSs that are made within the United States or through certainU.S.-relatedfinancial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of itsnon-U.S. statusin connection with payments received within the United States or through aU.S.-relatedfinancial intermediary.
 
Item 10.F.  Dividends and Paying Agents
 
See “Item 8.A. Consolidated Statements and Other Financial Information — Dividends” above for information concerning our dividend policies and our payment of dividends. See “Item 10.B. Memorandum and Articles of Association — Dividends” for a discussion of the process by which dividends are paid on shares of our common stock. The paying agent for payment of our dividends on ADSs in the United States is the Bank of New York Mellon.
 
Item 10.G.  Statements by Experts
 
Not applicable
 
Item 10.H.  Documents on Display
 
We file reports, including annual reports onForm 20-F,and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at the Public Reference Rooms in Washington, D.C., New York, New York and Chicago, Illinois. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330.Any filings we make electronically will be available to the public over the Internet at the SEC’s web site athttp://www.sec.gov.
 
Item 10.I.  Subsidiary Information
 
Not applicable
 
Item 11.  Quantitative and Qualitative Disclosures about Market Risk
 
We are exposed to foreign exchange rate and interest rate risk primarily associated with underlying liabilities, and to changes in the commodity prices of principal raw materials and the market value of our equity investments. Following evaluation of these positions, we selectively enter into derivative financial instruments to manage the related risk exposures. These contracts are entered into with major financial institutions, which minimizes the risk of credit loss. The activities of our finance division are subject to policies approved by our senior management. These policies address the use of derivative financial instruments, including the approval of counterparties, setting of limits and investment of excess liquidity. Our general policy is to hold or issue derivative financial instruments for hedging purposes. From time to time, we may also enter into derivative financial contracts for trading purposes.
 
Exchange Rate Risk
 
Korea is our most important market and, therefore, a substantial portion of our cash flow is denominated in Won. Most of our exports are denominated in Dollars. Japan is also an important market for us, and we derive significant cash flow denominated in Yen. We are exposed to foreign exchange risk related to foreign currency denominated liabilities and anticipated foreign exchange payments. Anticipated foreign exchange payments, which represent a substantial sum and are mostly denominated in Dollars, relate primarily to imported raw material costs


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and freight costs. Foreign currency denominated liabilities relate primarily to foreign currency denominated debt. We use, to a limited extent, cross-currency interest rate swaps to reduce our exchange rate exposure with respect to foreign currency denominated debt. Under cross-currency interest rate swaps, we typically agree with the other parties to exchange, at the maturity date, a fixed amount denominated in one currency with a fixed amount denominated in another currency. Until the maturity date, we agree to exchange interest payments, at specified intervals, calculated based on different interest rates for each currency. We also use, to a limited extent, currency forward contracts to purchase Dollars to reduce our exchange rate exposure. Under currency forward contracts, we typically agree with the other parties to exchange, at the maturity date, a fixed amount denominated in Dollars with an amount denominated in Yen or Won at a fixed exchange rate.
 
As of December 31, 2008, we had entered into swap contracts, currency forward contracts and currency future contracts. We may incur losses under our existing contracts or any swap or other derivative product transactions entered into in the future. See Note 23 of Notes to Consolidated Financial Statements.
 
Interest Rate Risk
 
We are also subject to market risk exposure arising from changing interest rates. A reduction of interest rates increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. From time to time, we use, to a limited extent, interest rate swaps to reduce interest rate volatility on some of our debt and manage our interest expense by achieving a balanced mixture of floating and fixed rate debt. As of December 31, 2008, we entered into one interest rate swap contract.
 
The following table summarizes the carrying amounts, fair values, principal cash flows by maturity date and weighted average interest rates of our short-term and long-term liabilities as of December 31, 2008 which are sensitive to exchange ratesand/orinterest rates. The information is presented in Won, which is our reporting currency.
 
                                         
  Maturities
              December 31,
 December 31,
              2008 2007
                Fair
   Fair
  2009 2010 2011 2012 2013 Thereafter Total Value Total Value
  (In billions of Won except rates)
 
Local currency:
                                        
Fixed rate
  729   170   907   517   517   66   2,904   2,909   2,284   2,276 
Average weighted rate(1)
  5.83%  5.27%  5.71%  5.64%  5.64%  3.73%  5.64%     4.78%   
Variable rate
  122   130   271   5   5   302   833   643   47   47 
Average weighted rate(1)
  5.56%  6.63%  4.89%  2.50%  2.50%  4.18%  4.98%     3.85%   
                                         
Sub-total
  851   300   1,177   522   521   367   3,738   3,552   2,331   2,323 
                                         
Foreign currency, principally Dollars and Yen:
                                        
Fixed rate
  3,094   245   787   23   1,083   418   5,649   5,443   2,880   2,952 
Average weighted rate(1)
  3.90%  3.16%  0.17%  3.17%  2.36%  5.53%  3.17%     3.78%   
Variable rate
  80   113   1,137      279      1,609   14   163   163 
Average weighted rate(1)
  3.26%  2.04%  2.65%     0.79%     2.31%     5.04%   
                                         
Sub-total
  3,174   358   1,924   23   1,361   418   7,258   5,457   3,043   3,115 
                                         
Total
  4,025   657   3,101   545   1,883   785   10,996   9,010   5,375   5,438 
                                         
 
 
(1) Weighted average rates of the portfolio at the period end.


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Commodity Price Risk
 
We are exposed to market risk of price fluctuations related to the purchase of raw materials, especially iron ore and coal. To ensure adequate supply of raw materials, we enter into long-term supply contracts to purchase iron ore, coal, nickel, chrome, stainless steel scrap and liquefied natural gas. These contracts generally have terms of five to ten years and provide for periodic price adjustments to then-market prices. As of December 31, 2008, 384 million tons of iron ore and 51 million tons of coal remained to be purchased under long-term supply contracts.
 
Equity Price Risk
 
We are exposed to equity price risk primarily from changes in the stock price of SK Telecom and Nippon Steel Corporation. As of December 31, 2008, we hold a 2.88% interest in SK Telecom (excluding shares placed as collateral for exchangeable bonds issued in August 2008) and a 3.50% interest in Nippon Steel Corporation. We have not entered into any derivative instruments or any other arrangements to manage our equity price risks.
 
Item 12.  Description of Securities Other than Equity Securities
 
Not applicable
 
Item 12.A.  Debt Securities
 
Not applicable
 
Item 12.B.  Warrants and Rights
 
Not applicable
 
Item 12.C.  Other Securities
 
Not applicable
 
Item 12.D.  American Depositary Shares
 
Not applicable
 
PART II
 
Item 13.  Defaults, Dividend Arrearages and Delinquencies
 
Not applicable
 
Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds
 
Not applicable
 
Item 15.  Controls and Procedures
 
a.  Disclosure Controls and Procedures
 
Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined inRules 13a-15(e)and15d-15(e)under the Exchange Act, as of December 31, 2008. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,


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processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
 
b.  Management’s Annual Report on Internal Control over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
 
Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
Our management has completed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2008 based on criteria in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2008.
 
KPMG Samjong Accounting Corp. (“KPMG Samjong”), an independent registered public accounting firm, which also audited our consolidated financial statements as of, and for the year ended December 31, 2008, as stated in their report which is included herein, has issued an attestation report on the effectiveness of our internal control over financial reporting.
 
c.  Attestation Report of the Independent Registered Public Accounting Firm
 
The attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting is included in Item 18 of thisForm 20-F.
 
d.  Changes in Internal Control Over Financial Reporting
 
There has been no change in our internal control over financial reporting that occurred during the year covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
Item 16.  [Reserved]
 
Item 16A.  Audit Committee Financial Expert
 
At our annual general meeting of shareholders in February 2009, our shareholders elected the following four members to the audit committee: Park, Sang-Yong (committee chair), Jones, Jeffrey D., Sun, Wook and Lee, Chang-Hee. The board of directors has approved this newly elected audit committee. Park, Sang-Yong is an audit committee financial expert and is independent within the meaning of applicable SEC rules.


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Item 16B.  Code of Ethics
 
We have adopted a code of business conduct and ethics, as defined in Item 16B. ofForm 20-Funder the Securities Exchange Act of 1934, as amended. Our code of business conduct and ethics, called Code of Conduct, applies to our chief executive officer and chief financial officer, as well as to our directors, other officers and employees. Our Code of Conduct is available on our web site at www.posco.com.If we amend the provisions of our Code of Conduct that apply to our chief executive officer or chief financial officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our web site at the same address.
 
Item 16C.  Principal Accountant Fees and Services
 
Audit and Non-Audit Fees
 
The following table sets forth the fees billed to us by our independent auditors, Samil Pricewaterhouse Coopers, in 2007, and KPMG Samjong in 2008:
 
         
  For the Year Ended December 31, 
  2007  2008 
  (In millions of Won) 
 
Audit fees
 W1,791  W2,539 
Audit-related fees
      
Tax fees
  139   254 
Other fees
  14   200 
         
Total fees
 W1,944  W2,993 
         
 
Audit fees in 2008 as set forth in the above table are the aggregate fees billed by KPMG Samjong, in connection with the audit of our annual financial statements and the annual financial statements of other related companies and review of interim financial statements.
 
Audit-related fees in 2008 as set forth in the above table are the aggregate fees billed by KPMG Samjong for due diligence service related to an acquisition project, accounting advisory service on consolidation and general consultation on financial accounting and reporting standards.
 
Tax fees in 2008 as set forth in the above table are fees billed by KPMG Samjong for our tax compliance and tax planning, as well as tax planning and preparation of other related companies.
 
Other fees in 2008 as set forth in the above table are fees billed by KPMG Samjong primarily related to review of financial information on potential investment projects.
 
Audit Committee Pre-Approval Policies and Procedures
 
Our audit committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee expressly approves on acase-by-casebasis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or us.
 
Item 16D.  Exemptions from the Listing Standards for Audit Committees
 
Not applicable
 


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Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers
 
The following table sets forth the repurchases of common shares by us or any affiliated purchasers during the fiscal year ended December 31, 2008:
 
                 
        Total Number of
  Maximum Number of
 
        Shares Purchased as
  Shares that May Yet
 
  Total Number of
  Average Price Paid
  Part of Publicly
  be Purchased Under
 
Period
 Shares Purchased  per Share (In Won)  Announced Plans  the Plans 
 
January 1 to January 31
  43,000(1) W543,692       
February 1 to February 29
            
March 1 to March 31
  30,000(1)  448,431       
April 1 to April 30
            
May 1 to May 31
            
June 1 to June 30
            
July 1 to July 31
            
August 1 to August 31
            
September 1 to September 30
            
October 1 to October 31
            
November 1 to November 30
            
December 1 to December 31
            
                 
Total
  73,000  W504,544       
                 
 
 
(1) Stocks purchased from the treasury stock fund
 
Item 16.G.  Corporate Governance
 
Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law and in accordance with our own internal procedures. The following is a summary of such significant differences.
 
   
NYSE Corporate Governance Standards
 
POSCO’s Corporate Governance Practice
 
Director Independence  
Independent directors must comprise a majority of the board Our articles of incorporation provide that our board of directors must comprise no less than a majority of Outside Directors. Our Outside Directors must meet the criteria for outside directorship set forth under the Korean Securities and Exchange Act.
  The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and 9 out of 15 directors are Outside Directors. Under our articles of incorporation, we may have up to six Standing Directors and nine Outside Directors.
   
Nomination/Corporate Governance Committee  
Listed companies must have a nomination/corporate governance committee composed entirely of independent directors We have not established a separate nomination corporate governance committee. However, we maintain a Director Candidate Recommendation Committee composed of three Outside Directors and one Standing Director.


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NYSE Corporate Governance Standards
 
POSCO’s Corporate Governance Practice
 
Compensation Committee  
Listed companies must have a compensation committee composed entirely of independent directors We maintain an Evaluation and Compensation Committee composed of four Outside Directors.
   
Executive Session  
Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors Our Outside Directors hold meetings solely attended by Outside Directors in accordance with operation guidelines of our board of directors.
   
Audit Committee  
Listed companies must have an audit committee that is composed of more than three directors and satisfy the requirements ofRule 10A-3under the Exchange Act We maintain an Audit Committee comprised of four Outside Directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.
   
Shareholder Approval of Equity Compensation Plan  
Listed companies must allow their shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan We currently have an Employee Stock Ownership Program. We previously provided a stock options program for officers and directors, as another equity compensation plan. However, during our annual shareholders’ meeting in February 2006, our shareholders resolved to terminate the stock option program and amended our articles of incorporation to delete the provision allowing grant of stock options to officers and directors. Consequently, since February 24, 2006, we have not granted stock options to officers and directors. Matters related to the Employee Stock Ownership Program are not subject to shareholders’ approval under Korean law.
   
Corporate Governance Guidelines  
Listed companies must adopt and disclose corporate governance guidelines We have adopted a Corporate Governance Charter setting forth our practices with respect to relevant corporate governance matters. Our Corporate Governance Charter is in compliance with Korean law but does not meet all requirements established by the New York Stock Exchange for U.S. companies listed on the exchange. A copy of our Corporate Governance Charter is available on our website at www.posco.com.
   
Code of Business Conduct and Ethics  
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers We have adopted a Code of Conduct for all directors, officers and employees. A copy of our Code of Conduct is available on our website at www.posco.com.

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Item 19.  Exhibits
 
       
 1.1  Articles of incorporation of POSCO (English translation)
 2.1  Form of Common Stock Certificate (including English translation) (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement No. 33-81554)*
 2.2  Form of Deposit Agreement (including Form of American Depositary Receipts) (incorporated by reference to the Registrant’s Registration Statement (File No. 33-84318) on Form F-6)*
 2.3  Letter from ADR Depositary to the Registrant relating to the Pre-release of American Depositary Receipts (incorporated by reference to the Registrant’s Registration Statement (File No. 33-84318) on Form F-6)*
 8.1  List of consolidated subsidiaries
 12.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 12.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 13.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
* Filed previously


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The Board of Directors and Shareholders
POSCO:
 
We have audited the accompanying consolidated balance sheet of POSCO and subsidiaries (the “Company”) as of December 31, 2008, and the related consolidated statement of income, changes in equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of POSCO and subsidiaries as of December 31, 2008 and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the Republic of Korea.
 
Accounting principles generally accepted in the Republic of Korea vary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effect of such differences is presented in note 32 to the consolidated financial statements.
 
The accompanying consolidated financial statements as of and for the year ended December 31, 2008 have been translated into United States dollars solely for the convenience of the readers. We have audited the translation and, in our opinion, the consolidated financial statements expressed in Korean won have been translated into United States dollars on the basis set forth in note 2 to the consolidated financial statements.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of POSCO’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated June 29, 2009 expressed an unqualified opinion on the effectiveness of POSCO’s internal control over financial reporting.
 
/s/ KPMG Samjong Accounting Corp.
Seoul, Korea
June 29, 2009


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The Board of Directors and Shareholders
POSCO:
 
We have audited POSCO’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). POSCO’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
 
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, POSCO maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control — Integrated Framework issued by the COSO.
 
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of POSCO and subsidiaries as of December 31, 2008, and the related consolidated statements of income, changes in equity and cash flows for the year then ended, and our report dated June 29, 2009 expressed an unqualified opinion on those consolidated financial statements.
 
/s/ KPMG Samjong Accounting Corp.
Seoul, Korea
June 29, 2009


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(LETTER HEAD)
 
 
To the board of directors and shareholders of
POSCO:
 
In our opinion, the consolidated balance sheet as of December 31, 2007 and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of two years in the period ended December 31, 2007 present fairly, in all material respects, the financial position of POSCO and its subsidiaries at December 31, 2007, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2007, in conformity with accounting principles generally accepted in the Republic of Korea. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
According principles generally accepted in the Republic of Korea vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 32 to the consolidated financial statements.
 
/s/ Samil PricewaterhouseCoopers
Seoul, Republic of Korea
June 10, 2008
 
Samil PricewaterhouseCoopers is the Korean member firm of PricewaterhouseCoopers. “PricewaterhouseCoopers” refers to the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.


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POSCO and Subsidiaries
 
As of December 31, 2008 and 2007
 
             
        (Note 2)
 
  2008  2007  2008 
  (In millions of Korean won and thousands of US dollar) 
 
ASSETS
Cash and cash equivalents, net of government grants (note 3)
 W2,490,264   1,292,581  $1,973,268 
Short-term financial instruments (note 3)
  1,827,450   1,743,079   1,448,059 
Trading securities (note 4)
  1,238,261   1,286,939   981,190 
Current portion of available-for-sales securities (note 7)
  30,888   32,113   24,476 
Current portion of held-to-maturity securities (note 7)
  20,613   192,393   16,333 
Trade accounts and notes receivable, net of allowance for doubtful accounts and present value discount (note 5)
  5,894,093   4,035,602   4,670,438 
Other accounts and notes receivable, net of allowance for doubtful accounts and present value discount (note 5)
  538,510   214,956   426,711 
Advance payments
  1,033,513   373,167   818,949 
Inventories (notes 6 and 31)
  8,661,721   4,902,016   6,863,487 
Deferred income tax assets (note 25)
  109,578   101,982   86,829 
Other current assets, net of allowance for doubtful accounts (note 11)
  352,742   218,705   279,511 
             
Total current assets
  22,197,633   14,393,533   17,589,251 
Property, plant and equipment (notes 8 and 31)
  42,230,169   37,902,887   33,462,893 
Less accumulated depreciation
  (24,161,070)  (22,321,122)  (19,145,065)
             
Property, plant and equipment, net
  18,069,099   15,581,765   14,317,828 
Investment securities, net (note 7)
  5,177,482   5,178,723   4,102,601 
Intangible assets, net (notes 9 and 31)
  723,767   570,779   573,508 
Long-term trade accounts and notes receivable, net of allowance for doubtful accounts and present value discount (note 5)
  23,264   39,919   18,435 
Long-term loans receivable, net of allowance for doubtful accounts and present value discount (note 5)
  80,287   40,474   63,619 
Deferred income tax assets (note 25)
  317,023   279,903   251,207 
Guarantee deposits
  65,540   57,485   51,933 
Long-term financial instruments (note 3)
  16,462   17,065   13,044 
Other long-term assets, net of allowance for doubtful accounts and present value discount (note 11)
  290,725   115,117   230,368 
             
Total non-current assets
  24,763,649   21,881,230   19,622,543 
             
Total assets
 W46,961,282   36,274,763  $37,211,794 
             
 
 
See accompanying notes to consolidated financial statements


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POSCO and Subsidiaries
 
Consolidated Balance Sheets — (Continued)
As of December 31, 2008 and 2007
 
             
        (Note 2)
 
  2008  2007  2008 
  (In millions of Korean won and thousands of US dollar) 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Trade accounts and notes payable
 W3,070,436   2,246,890  $2,432,992 
Short-term borrowings (note 12)
  3,254,355   1,572,020   2,578,728 
Current portion of long-term debts, net of discount on debentures issued (notes 12 and 13)
  770,142   483,402   610,255 
Accrued expenses
  237,917   172,971   188,524 
Other accounts and notes payable
  579,853   502,665   459,471 
Withholdings
  126,538   133,495   100,268 
Income tax payable
  2,083,472   930,822   1,650,929 
Advances received
  597,514   405,548   473,466 
Deferred income tax liabilities (note 25)
     120,992    
Other current liabilities (note 15)
  289,165   55,810   229,133 
             
Total current liabilities
  11,009,392   6,624,615   8,723,766 
Long-term debts, net of current portion and discount on debentures issued (note 13)
  6,895,862   3,306,486   5,464,235 
Accrued severance benefits, net (note 14)
  383,718   336,095   304,055 
Deferred income tax liabilities (note 25)
  70,363   654,969   55,755 
Other long-term liabilities (note 15)
  257,742   234,858   204,233 
             
Total non-current liabilities
  7,607,685   4,532,408   6,028,278 
             
Total liabilities
  18,617,077   11,157,023   14,752,044 
Parent shareholders’ equity
            
Capital stock (notes 1 and 17)
  482,403   482,403   382,253 
Capital surplus (note 18)
  4,319,083   4,176,592   3,422,411 
Capital adjustments, net (note 21)
  (2,509,081)  (2,727,147)  (1,988,179)
Accumulated other comprehensive (loss) income
  (21,986)  784,933   (17,421)
Retained earnings (note 19)
  25,393,246   21,767,302   20,121,431 
             
   27,663,665   24,484,083   21,920,495 
Minority interest
  680,540   633,657   539,255 
             
Total shareholders’ equity
  28,344,205   25,117,740   22,459,750 
             
Total liabilities and shareholders’ equity
 W46,961,282   36,274,763  $37,211,794 
             
 
 
See accompanying notes to consolidated financial statements.


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Table of Contents

POSCO and Subsidiaries
 
For the years ended December 31, 2008, 2007 and 2006
 
                 
           (Note 2)
 
  2008  2007  2006  2008 
  (In millions of Korean won and thousands of US dollar except per share information) 
 
Sales (note 31)
 W41,742,636   31,607,741   25,842,326  $33,076,574 
Cost of goods sold (note 31)
  32,562,339   24,902,663   19,896,764   25,802,170 
                 
Gross profit
  9,180,297   6,705,078   5,945,562   7,274,404 
Selling and administrative expenses (notes 24 and 31)
  2,006,368   1,785,217   1,556,415   1,589,832 
                 
Operating income
  7,173,929   4,919,861   4,389,147   5,684,572 
                 
Non-operating income (note 31)
                
Interest and dividend income
  362,309   234,841   182,832   287,091 
Gain on foreign currency transactions
  1,078,243   158,346   156,722   854,392 
Gain on foreign currency translation
  122,287   19,179   84,269   96,899 
Gain on valuation of trading securities
  16,535   16,039   19,467   13,102 
Gain on disposal of trading securities
  55,056   57,236   67,284   43,626 
Gain on disposal of property, plant and equipment
  14,392   15,182   19,144   11,404 
Gain on valuation of derivatives
  346,932   12,741   1,857   274,907 
Gain on derivative transactions
  41,575   17,689   15,477   32,943 
Equity in earnings of equity method accounted investees
  32,931   71,563   47,147   26,094 
Gain on recovery of allowance for doubtful accounts
  19,116   41,124   13,776   15,147 
Reversal of stock compensation expense
  55,155         43,704 
Others
  225,345   174,567   141,249   178,562 
                 
   2,369,876   818,507   749,224   1,877,871 
                 
Non-operating expenses (note 31)
                
Interest expense
  344,686   239,913   183,290   273,127 
Other bad debt expense
  23,269   16,335   70,370   18,438 
Loss on disposal of trading securities
  1,243   37   777   985 
Loss on valuation of trading securities
  3,870   440   604   3,067 
Loss on foreign currency transactions
  1,207,257   130,679   137,567   956,622 
Loss on foreign currency translation
  933,086   65,432   4,855   739,370 
Loss on derivative transactions
  103,739   6,312   40,363   82,202 
Loss on valuation of derivatives
  288,655   3,617   820   228,729 
Donations
  142,570   197,366   154,678   112,972 
Loss on impairment of investments
  120,840   11,542   2,088   95,752 
Loss on disposal of property, plant and equipment
  53,823   43,544   54,179   42,649 
Loss on impairment of intangible assets
  45,890         36,363 
Equity in losses of equity method accounted investees
  56,795   28,929   722   45,004 
Others
  122,443   95,291   203,467   97,021 
                 
   3,448,166   839,437   853,780   2,732,301 
                 
Net income before income tax expense and net income (loss) of consolidated subsidiaries before acquisition
  6,095,639   4,898,931   4,284,591   4,830,142 
Income tax expense (note 25)
  (1,733,983)  (1,274,226)  (921,951)  (1,373,996)
Net income (loss) of consolidated subsidiaries before acquisition (note 31)
  11,552   (53,259)  9,558   9,154 
                 
Net income
 W4,350,104   3,677,964   3,353,082  $3,446,992 
                 
Net income attributable to controlling interest
 W4,378,751   3,558,660   3,314,181  $3,469,692 
Net income (loss) attributable to minority interest (note 31)
 W(28,647)  119,304   38,901  $(22,700)
Basic and diluted earnings per share (note 26) (in Korean won and US dollar)
 W58,002   46,854   42,115  $46 
 
 
See accompanying notes to consolidated financial statements.


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Table of Contents

POSCO and Subsidiaries
 
For the years ended December 31, 2008, 2007 and 2006
 
                             
           Accumulated
          
           Other
          
           Comprehensive
          
  Capital
  Capital
  Capital
  (Loss)
  Retained
  Minority
    
  Stock  Surplus  Adjustments  Income  Earnings  Interest  Total 
  (In millions of Korean won) 
 
Balance as of January 1, 2006
 W482,403   3,991,409   (965,433)  (188,264)  16,168,892   384,670   19,873,677 
Net income
              3,314,181   38,901   3,353,082 
Effect of changes in scope of consolidation
     (1,012)        40,649      39,637 
Effect of changes in percentage of ownership of investees
     (8,645)              (8,645)
Dividends
               (636,487)     (636,487)
Changes in treasury stock
     50,565   (711,485)           (660,920)
Gain on valuation of available-for-sale securities, net
           432,469         432,469 
Changes in capital adjustments of equity method accounted investees
           11,635         11,635 
Foreign currency translation adjustments
           (46,086)        (46,086)
Loss on valuation of derivatives
                            
Effect of changes in percentage of minority interest
                 61,639   61,639 
Others
     2,956   (1,311)     (23,902)  3,998   (18,259)
                             
Balance as of December 31, 2006
 W482,403   4,035,273   (1,678,229)  209,754   18,863,333   489,208   22,401,742 
                             
 
 
See accompanying notes to consolidated financial statements.


F-7


Table of Contents

POSCO and Subsidiaries
 
Consolidated Statements of Changes in Equity — (Continued)
For the years ended December 31, 2008, 2007 and 2006
 
                             
           Accumulated
          
           Other
          
           Comprehensive
          
  Capital
  Capital
  Capital
  (Loss)
  Retained
  Minority
    
  Stock  Surplus  Adjustments  Income  Earnings  Interest  Total 
  (In millions of Korean won) 
 
Balance as of January 1, 2007
 W482,403   4,035,273   (1,678,229)  209,754   18,863,333   489,208   22,401,742 
Net income
              3,558,660   119,304   3,677,964 
Effect of changes in scope of consolidation
     37            62,024   62,061 
Effect of changes in percentage of ownership of investees
     (5,500)              (5,500)
Dividends
              (655,099)     (655,099)
Changes in treasury stock
     175,231   (1,045,274)           (870,043)
Gain on valuation of available-for-sale securities, net
           498,711         498,711 
Changes in capital adjustments of equity method accounted investees
           (7,455)        (7,455)
Foreign currency translation adjustments
           87,957         87,957 
Loss on valuation of derivatives
           (4,034)        (4,034)
Effect of changes in percentage of minority interest
                 16,380   16,380 
Others
     (28,449)  (3,644)     408   (53,259)  (84,944)
                             
Balance as of December 31, 2007
 W482,403   4,176,592   (2,727,147)  784,933   21,767,302   633,657   25,117,740 
                             
 
 
See accompanying notes to consolidated financial statements.


F-8


Table of Contents

POSCO and Subsidiaries
 
Consolidated Statements of Changes in Equity — (Continued)
For the years ended December 31, 2008, 2007 and 2006
 
                             
           Accumulated
          
           Other
          
           Comprehensive
          
  Capital
  Capital
  Capital
  (Loss)
  Retained
  Minority
    
  Stock  Surplus  Adjustments  Income  Earnings  Interest  Total 
  (In millions of Korean won) 
 
Balance as of January 1, 2008
 W482,403   4,176,592   (2,727,147)  784,933   21,767,302   633,657   25,117,740 
Net income
              4,378,751   (28,647)  4,350,104 
Effect of changes in scope of consolidation
                 31,518   31,518 
Effect of changes in percentage of ownership of investees
     20,194               20,194 
Dividends
              (755,037)     (755,037)
Changes in treasury stock
     121,938   213,951            335,889 
Unrealized loss on available-for-sale securities, net
           (1,276,043)        (1,276,043)
Changes in capital adjustments of equity method accounted investees
           37,575         37,575 
Foreign currency translation adjustments
           438,314         438,314 
Loss on valuation of derivatives
           (6,765)        (6,765)
Effect of changes in percentage of minority interest
                 39,726   39,726 
Others
     359   4,115      2,230   4,286   10,990 
                             
Balance as of December 31, 2008
 W482,403   4,319,083   (2,509,081)  (21,986)  25,393,246   680,540   28,344,205 
                             
 
 
See accompanying notes to consolidated financial statements.


F-9


Table of Contents

POSCO and Subsidiaries
 
Consolidated Statements of Changes in Equity — (Continued)
For the years ended December 31, 2008, 2007 and 2006
 
                             
           Accumulated
          
           Other
          
           Comprehensive
          
  Capital
  Capital
  Capital
  (Loss)
  Retained
  Minority
    
  Stock  Surplus  Adjustments  Income  Earnings  Interest  Total 
  (In thousands of US dollar) 
 
Balance as of January 1, 2008
 $382,253   3,309,502   (2,160,972)  621,975   17,248,258   502,105   19,903,121 
Net income
              3,469,692   (22,700)  3,446,992 
Effect of changes in scope of consolidation
                 24,975   24,975 
Effect of changes in percentage of ownership of investees
     16,002               16,002 
Dividends
              (598,286)     (598,286)
Changes in treasury stock
     96,623   169,533            266,156 
Unrealized loss on available-for-sale securities, net
           (1,011,128)        (1,011,128)
Changes in capital adjustments of equity method accounted investees
           29,774         29,774 
Foreign currency translation adjustments
           347,318         347,318 
Loss on valuation of derivatives
           (5,360)        (5,360)
Effect of changes in percentage of minority interest
                 31,479   31,479 
Others
     284   3,260      1,767   3,396   8,707 
                             
Balance as of December 31, 2008
 $382,253   3,422,411   (1,988,179)  (17,421)  20,121,431   539,255   22,459,750 
                             
 
 
See accompanying notes to consolidated financial statements.


F-10


Table of Contents

POSCO and Subsidiaries
 
Years Ended December 31, 2008, 2007 and 2006
 
                 
           (Note 2)
 
  2008  2007  2006  2008 
  (In millions of Korean won and thousands of US dollar) 
 
Cash flows from operating activities
                
Net income
 W4,350,104   3,677,964   3,353,082  $3,446,991 
                 
Adjustments to reconcile net income to net cash provided by operating activities
                
Depreciation and amortization
  2,379,291   2,126,729   1,782,738   1,885,333 
Accrual of severance benefits
  314,156   211,758   144,931   248,935 
Provision for doubtful accounts, net
  28,186   37,237   173,931   22,334 
Loss (gain) on derivatives transaction, net
  62,165   (11,377)  24,886   49,259 
Loss (gain) on foreign currency translation, net
  750,464   49,334   (76,453)  594,663 
Loss on impairment of investments
  120,840   11,542   2,088   95,752 
Loss on disposal of property, plant and equipment, net
  39,431   28,362   35,035   31,245 
Loss on impairment of intangible assets, net
  45,890         36,363 
Gain on disposal of trading securities, net
  (53,813)  (57,199)  (66,507)  (42,641)
Gain on valuation of trading securities, net
  (12,665)  (15,599)  (18,863)  (10,035)
Gain on valuation of derivatives, net
  (58,277)  (9,124)  (1,037)  (46,178)
Equity in earnings (losses) of equity method accounted investees, net
  23,864   (42,634)  (46,425)  18,910 
Other employee benefits
  71,070   66,827   136,662   56,316 
Net income (loss) of consolidated subsidiaries before acquisition
  11,552   (53,259)  9,558   9,154 
Stock compensation expense, net
  (55,155)  123,881   49,885   (43,704)
Others
  64,615   61,738   186,333   51,201 
                 
   3,731,614   2,528,216   2,336,762   2,956,907 
                 
Changes in operating assets and liabilities
                
Increase in trade accounts and notes receivable
  (1,538,854)  (613,548)  (398,201)  (1,219,377)
Increase in inventories
  (3,393,710)  (461,226)  (380,143)  (2,689,152)
Decrease (increase) in other accounts and notes receivable
  (222,706)  67,929   (30,932)  (176,471)
Increase in accrued income
  (11,914)  (15,218)  (26,205)  (9,441)
Increase in advance payments
  (586,601)  (70,847)  (73,034)  (464,818)
Increase in prepaid expenses
  (11,468)  (23,658)  (5,009)  (9,088)
Increase in trade accounts and notes payable
  609,200   561,078   272,270   482,726 
Increase in other accounts and notes payable
  7,829   164,460   122,673   6,203 
Increase (decrease) in advances received
  215,491   (16,884)  78,449   170,754 
Decrease in accrued expenses
  94,716   (108,184)  (459,579)  75,052 
Increase (decrease) in income taxpayable
  1,146,204   162,806   (715,691)  908,244 
Deferred income tax, net
  (432,528)  (20,127)  (59,480)  (342,732)
Payment of severance benefits
  (125,374)  (64,975)  (36,817)  (99,346)
Increase in group severance insurance deposits
  (141,807)  (147,366)  (48,880)  (112,367)
Increase (decrease) in other current liabilities
  28,816   (13,055)  5,855   22,834 
Others
  (31,997)  (54,105)  (9,616)  (25,353)
                 
   (4,394,703)  (652,920)  (1,764,340)  (3,482,332)
                 
Net cash provided by operating activities
  3,687,015   5,553,260   3,925,504   2,921,566 
                 
 
 
See accompanying notes to consolidated financial statements.


F-11


Table of Contents

POSCO and Subsidiaries
 
Consolidated Statements of Cash Flows — (Continued)
Years Ended December 31, 2008, 2007 and 2006
 
                 
           (Note 2)
 
  2008  2007  2006  2008 
  (In millions of Korean won and thousands of US dollar) 
 
Cash flows from investing activities
                
Acquisition of trading securities
 W(7,058,161)  (8,173,811)  (14,516,637) $(5,592,837)
Acquisition of short-term financial instruments
  (5,098,326)  (2,678,616)  (1,610,510)  (4,039,878)
Acquisition of available-for-sale securities
  (1,357,622)  (1,179,114)  (55,935)  (1,075,771)
Acquisition of property, plant and equipment
  (4,093,313)  (2,892,247)  (3,709,422)  (3,243,513)
Acquisition of intangible assets
  (131,107)  (81,946)  (131,575)  (103,888)
Acquisition of other long-term assets
  (122,700)  (160,098)  (131,095)  (97,227)
Short-term loans provided
  (79,876)  (50,687)  (62,641)  (63,293)
Long-term loans provided
  (285,654)  (24,235)  (6,388)  (226,350)
Payment for business acquisition, net of cash acquired
  (279,031)  (1,335)  (597,531)  (221,103)
Disposal of trading securities
  7,008,770   9,064,842   15,322,978   5,553,701 
Disposal of short-term financial instruments
  5,045,613   1,705,169   1,516,362   3,998,109 
Disposal of available-for-sale securities
  26,752   9,412   145,990   21,198 
Disposal of long-term financial instruments
  279,610   34,555   113,339   221,561 
Disposal of property, plant and equipment
  53,773   34,958   425,976   42,609 
Collection on short-term loans
  191,251   108,221   64,436   151,546 
Others
  97,252   21,220   (130,557)  77,062 
                 
Net cash used in investing activities
  (5,802,769)  (4,263,712)  (3,363,210)  (4,598,074)
                 
Cash flows from financing activities
                
Proceeds from short-term borrowings
  10,233,819   6,811,282   4,119,189   8,109,207 
Proceeds from long-term debt
  3,454,625   1,054,138   2,160,279   2,737,421 
Proceeds from other long-term liabilities
  49,851   37,060   15,535   39,501 
Disposal of treasury stock
  364,753   406,991   69,779   289,028 
Repayment of current portion of long-term debt
  (491,635)  (278,699)  (1,188,281)  (389,568)
Repayment of short-term borrowings
  (9,042,662)  (6,599,799)  (3,821,014)  (7,165,343)
Repayment of long-term debt
  (369,348)  (248,087)  (165,212)  (292,669)
Payment of cash dividends
  (755,037)  (655,099)  (636,487)  (598,286)
Acquisition of treasury stock
  (36,832)  (1,291,362)  (851,123)  (29,185)
Repayment of other long-term liabilities
  (38,145)  (94,072)  (78,173)  (30,226)
Others
  (252,807)  (143,209)  106,644   (200,322)
                 
Net cash used in financing activities
  3,116,582   (1,000,856)  (268,864)  2,469,558 
                 
Effect of exchange rate changes on cash and cash equivalents
  141,536   30,901   (15,245)  112,152 
                 
Net increase in cash and cash equivalents from changes in consolidated subsidiaries
  55,519   36,815   4,365   43,993 
                 
Net increase in cash and cash equivalents
  1,197,883   356,407   282,550   949,195 
Cash and cash equivalents
                
Cash and cash equivalent at beginning of the year
  1,292,828   936,421   653,871   1,024,428 
                 
Cash and cash equivalent at end of the year (note 3)
 W2,490,711   1,292,828   936,421  $1,973,623 
                 
 
Supplemental cash flow information for the years ended December 31 is as follows:
 
                 
  2008 2007 2006 2008
  (In millions of Korean won and thousands of US dollar)
 
Cash paid for interest
 W319,224   229,113   179,501  $252,951 
Cash paid for income taxes
  1,028,588   1,107,888   1,305,077   815,046 
 
 
See accompanying notes to consolidated financial statements.


F-12


Table of Contents

POSCO and Subsidiaries
 
December 31, 2008 and 2007
 
1.  Consolidated Companies
 
General descriptions of POSCO and its controlled subsidiaries (collectively, the “Company”), which consist of 25 domestic subsidiaries including POSCO Engineering & Construction Co., Ltd. and 48 overseas subsidiaries, whose accounts are included in the consolidated financial statements, and 31 equity-method investees, which are excluded from consolidation, are as follows:
 
The Controlling Company
 
POSCO, the controlling company, is the largest steel producer in Korea which was incorporated on April 1, 1968, under the Commercial Code of the Republic of Korea, to manufacture and distribute steel rolled products and plates in the domestic and foreign markets. Annual production capacity is 33,000 thousand tons: 15,000 thousand tons at the Pohang mill and 18,000 thousand tons at the Gwangyang mill. The shares of POSCO have been listed on the Korea Stock Exchange since 1988. POSCO operates two plants (Pohang mill and Gwangyang mill) and one office in Korea, and seven liaison overseas offices.
 
As of December 31, 2008, POSCO’s shareholders are as follows:
 
         
    Percentage of
  Number of Shares Ownership (%)
 
National Pension Service
  5,516,535   6.33 
Nippon Steel Corporation(*1)
  4,394,712   5.04 
Mirae Asset Investments Co., Ltd. 
  3,620,298   4.15 
SK Telecom Co., Ltd. 
  2,481,310   2.85 
Pohang University of Science and Technology (POSTECH)
  2,000,000   2.29 
Others
  69,173,980   79.34 
         
   87,186,835   100.00 
         
 
 
(*1) Nippon Steel Corporation has American Depository Receipts (ADRs), each of which represents 0.25 share of POSCO’s common share and has par value of W5,000 per share.
 
As of December 31, 2008, the shares of POSCO are listed on the Korea Stock Exchange, while its depository receipts are listed on the New York, London and Tokyo Stock Exchanges.


F-13


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Consolidated Subsidiaries
 
The consolidated financial statements include the accounts of POSCO and its controlled subsidiaries. The following table sets forth certain information with regard to consolidated subsidiaries as of December 31, 2008:
 
                           
    Number of
         Percentage of
  
    Outstanding
 Number of Shares Percentage of
 Ownership of
  
Subsidiaries
 
Primary Business
 Shares POSCO Subsidiaries Total Ownership (%) Subsidiaries (%) Location
 
                           
Domestic
                          
                           
POSCO E & C Co., Ltd. 
 Engineering and construction  30,473,000   27,281,080      27,281,080   89.53   Pohang
                           
Posteel Co., Ltd. 
 Steel sales and service  18,000,000   17,155,000      17,155,000   95.31   Seoul
                           
POSCON Co., Ltd. 
 Electronic control devices manufacturing  3,519,740   3,098,610      3,098,610   88.04   Pohang
                           
POSCO Coated & Color Steel Co., Ltd. 
 Coated steel manufacturing  6,000,000   3,412,000      3,412,000   56.87   Pohang
                           
POSCO Machinery & Engineering Co., Ltd. 
 Steel work maintenance and machinery installation  1,700,000   1,700,000      1,700,000   100.00   Pohang
                           
POSDATA Co., Ltd. 
 Computer hardware and software distribution  81,551,600   50,440,720      50,440,720   61.85   Sungnam
                           
POSCO Research Institute
 Economic research and consulting  3,800,000   3,800,000      3,800,000   100.00   Seoul
                           
Seung Kwang Co., Ltd. 
 Athletic facilities operation  3,945,000   2,737,000   1,208,000   3,945,000   100.00  POSCO E & C
(30.62)
 Suncheon
                           
POSCO Architecs Consultants Co., Ltd. 
 Architecture and consulting  230,000   230,000      230,000   100.00   Seoul
                           
POSCO Specialty Steel Co., Ltd. 
 Specialty steel manufacturing  26,000,000   26,000,000      26,000,000   100.00   Changwon
                           
POSCO Machinery Co., Ltd. 
 Steel work maintenance and machinery installation  1,000,000   1,000,000      1,000,000   100.00   Gwangyang
                           
POSTECH Venture Capital Corp.
 Investment in venture companies  6,000,000   5,700,000      5,700,000   95.00   Pohang
                           
POSCO Refractories & Environment Company Co., Ltd. (POSREC)
 Manufacturing and sellings  5,907,000   3,544,200      3,544,200   60.00   Pohang
                           
POSCO Terminal Co., Ltd. 
 Transporting and warehousing  5,000,000   2,550,000      2,550,000   51.00   Gwangyang
                           
Metapolis Co., Ltd. 
 Construction  10,560,000      4,229,280   4,229,280   40.05  POSCO E & C
(40.05)
 Seoul
                           
POSMATE Co., Ltd.(*1)
 Facilities management  714,286   214,286      214,286   30.00   Seoul
                           
Samjung Packing & Aluminum Co., Ltd. 
 Packing materials manufacturing  3,000,000   270,000   831,756   1,101,756   36.73  Posmate Co., Ltd.
(27.73)
 Pohang
                           
POSCO Power Corp. 
 Generation of Electricity  40,000,000   40,000,000      40,000,000   100.00   Seoul
                           
Postech 2006 Energy Fund(*1)
 Investment in new technology  570      126   126   22.11  POSTECH
Venture Capital
Corp (10.53)
POSCO Power
(11.58)
 Seoul
                           
POSCORE Co., Ltd. 
 Components manufacturing and sales  3,907,151      1,992,647   1,992,647   51.00  Posteel (51.00) Cheonan
                           
PHP Co., Ltd.(*3)
 Rental houses construction and management  400,000      400,000   400,000   100.00  POSCO E & C
(100.00)
 Incheon
                           
PNR Co., Ltd.(*3)
 Steel by-products processing and sales  7,810,980   5,467,686      5,467,686   70.00   Pohang
                           
Megaasset Co., Ltd.(*3)
 Real estate rental and sales  2,000,000      2,000,000   2,000,000   100.00  POSCO E & C
(100.00)
 Cheonan
                           
Daewoo Engineering Company(*3)
 Construction and Engineering service  2,400,000      2,128,701   2,128,701   88.70  POSCO E & C
(88.70)
POSCO E & C
(2 7. 50)
 Sungnam
                           
Universal Studio Resort Development Co., Ltd.(*3)
 Resort development  1,000,000      375,000   375,000   37.50  POSDATA Co.,
Ltd .(10.00)
 Hwaseong


F-14


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                           
    Number of
         Percentage of
  
    Outstanding
 Number of Shares Percentage of
 Ownership of
  
Subsidiaries
 
Primary Business
 Shares POSCO Subsidiaries Total Ownership (%) Subsidiaries (%) Location
 
                           
Overseas
                          
                           
POSCO America Corporation (POSAM)
 Steel trading  356,500   354,531   1,969   356,500   100.00  POSCAN
(0.55)
 USA
                           
POSCO Australia Pty. Ltd. (POSA)
 Steel sellings and mine development  761,775   761,775      761,775   100.00   Australia
                           
POSCO Canada Ltd. (POSCAN)
 Coal trading  1,099,885      1,099,885   1,099,885   100.00  Posteel
(100.00)
 Canada
                           
POSCAN Elkview Coal Ltd. 
 Mine development  304,061      304,061   304,061   100.00  POSCAN
(100.00)
 Canada
                           
POSCO Asia Co., Ltd. (POA)
 Steel trading  9,360,000   9,360,000      9,360,000   100.00   China
(Hong Kong)
                           
VSC POSCO Steel Corporation (VPS)(*2)
 Steel manufacturing              40.00  Posteel
(5.00)
Posteel
(15.00)
 Vietnam
                           
Dalian POSCO - CFM Coated Steel Co., Ltd.(*2)
 Coated steel manufacturing              85.00  POSCO-China
(40.00)
 China
                           
POS-Tianjin Coil Center Co., Ltd.(*2)
 Steel service center              70.00  Posteel
(60.00)
 China
                           
POSMETAL Co., Ltd. 
 Steel service center  9,800      9,310   9,310   95.00  POSCO-Japan
(95.00)
 Japan
                           
Shanghai Real Estate Development Co., Ltd.(*2)
 Real estate rental              100.00  POSCO E&C
(100.00)
 China
                           
IBC Corporation(*2)
 Real estate rental              60.00  POSCO E&C
(60.00)
 Vietnam
                           
POSLILAMA Steel Structure Co., Ltd.(*2)
 Steel structure fabrication and sales              70.00  POSCO E&C
(60.00)
Posteel (10.00)
 Vietnam
                           
Zhangjiagang Pohang Stainless Steel Co., Ltd. (ZPSS)(*2)
 Stainless steel manufacturing              82.48  POSCO-China
(23.88)
 China
                           
POSCO (Guangdong) Steel Co., Ltd.(*2)
 Coated steel manufacturing              96.98  POSCO-China
(10.43)
 China
                           
POSCO Thailand Bangkok Processing Center Co.,Ltd. 
 Steel service center  14,857,921   12,721,734   2,136,187   14,857,921   100.00  Posteel
(14.38)
 Thailand
                           
Myanmar-POSCO Steel Co., Ltd. 
 Coated steel manufacturing and sales  19,200   13,440      13,440   70.00   Myanmar
                           
Zhangjiagang POSHA Steel Port Co., Ltd. (ZPSP)(*2)
 Raw material and steel depot service              90.00  POSCO E&C
(25.00)
ZPSS
(65.00)
 China
                           
POSCO-JOPC Co., Ltd. 
 Steel service center  4,900      2,785   2,785   56.84  POSCO-Japan
(56.84)
 Japan
                           
POSCO Investment Co., Ltd. 
 Finance  5,000,000   5,000,000      5,000,000   100.00   China
(Hong Kong)
                           
POSCO-MKPC SDN BHD
 Steel service center  56,550,200   25,269,900   14,315,238   39,585,138   70.00  Posteel (25.31) Malaysia
                           
Qingdao Pohang Stainless Steel Co., Ltd.(*2)
 Stainless steel manufacturing              100.00  POSCO-China
(10.00)
ZPSS (20.00)
 China
                           
POSCO (Suzhou) Automotive Processing Center Co., Ltd.(*2)
 Steel service center              100.00  POSCO-China
(10.00)
 China
                           
POSEC-Hawaii Inc. 
 Construction and sales  24,400      24,400   24,400   100.00  POSCO E&C
(100.00)
 USA
                           
POS-Qingdao Coil Center Co., Ltd.(*2)
 Steel service center              100.00  Posteel
(100.00)
 China
                           
POS-ORE Pty. Ltd. 
 Iron ore mining and trading  17,500,001      17,500,001   17,500,001   100.00  POSA
(100.00)
 Australia

F-15


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                           
    Number of
         Percentage of
  
    Outstanding
 Number of Shares Percentage of
 Ownership of
  
Subsidiaries
 
Primary Business
 Shares POSCO Subsidiaries Total Ownership (%) Subsidiaries (%) Location
 
                           
POSCO-China Holding Corp.(*2)
 Holding company              100.00   China
                           
POSCO-Japan Co., Ltd. 
 Steel trading  90,438   90,438      90,438   100.00   Japan
                           
POSCO E&C (Zhangjiagang) Engineering & Consulting Co., Ltd.(*2)
 Facilities manufacturing              100.00  POSCO E&C
(100.00)
 China
                           
POS-CD Pty. Ltd. 
 Coal trading  12,550,000      12,550,000   12,550,000   100.00  POSA
(100.00)
 Australia
                           
POS-GC Pty. Ltd. 
 Coal trading  11,050,000      11,050,000   11,050,000   100.00  POSA
(100.00)
 Australia
                           
POSCO-India Private Ltd. 
 Steel manufacturing and sales  225,000,000   225,000,000      225,000,000   100.00   India
                           
POS-India Pune Steel Processing Centre Pvt. Ltd. 
 Steel service center  115,062,470   74,787,080      74,787,080   65.00   India
                           
POSCO-JNPC Co., Ltd. 
 Steel service center  49,000      44,100   44,100   90.00  POSCO-Japan
(90.00)
 Japan
                           
POSCO-Foshan Steel Processing Center Co., Ltd.(*2)
 Steel service center              100.00  POA (24.20)
POSCO-China
(36.20)
 China
                           
POSCO E&C (Beijing) Co., Ltd.(*2)
 Construction and engineering              100.00  POSCO E&C
(100.00)
 China
                           
POS-MPC S.A. de C.V. 
 Steel service center  3,663,289      2,234,607   2,234,607   61.00  POSAM
(61.00)
 Mexico
                           
                        ZPSS (47.30)  
                           
Zhangjigang Pohang Port Co., Ltd.(*2)
 Raw material and steel depot service              100.00  ZPSP (27.70)
POSCO-China
(25.00)
 China
                           
POSCO-Vietnam Co., Ltd.(*2)
 Cold-rolled steel manufacturing and sales              100.00   Vietnam
                           
POSCO-Mexico Co., Ltd. 
 Cold-rolled steel manufacturing and sales  1,541,191,740   1,304,955,672   236,236,068   1,541,191,740   100.00  POSCAN
(15.33)
 Mexico
                           
POSS India Delhi Steel Processing Centre Private Limited
 Steel service center  55,673,970   42,532,980      42,532,980   76.40   India
                           
POS-NP Pty. Ltd. 
 Coal trading  35,000,000      35,000,000   35,000,000   100.00  POSA (100.00) Australia
                           
POSCO-Vietnam Processing Center Co., Ltd.(*2)
 Steel service center              80.00   Vietnam
                           
POSCO (Chongqing) Automotive Processing Center Co., Ltd.(*2,3)
 Steel service center              100.00  POSCO-China
(10.00)
 China
                           
Suzhou POSCORE Technology Co., Ltd.(*2)
 Components manufacturing and sales              100.00  Posteel(15.15)
POA(15.15)
POSCORE(69.70)
 China
                           
POSCO-JYPC Co., Ltd.(*3)
 Steel service center  49,000      31,550   31,550   64.39  POSCO-Japan
(64.39)
 Japan
                           
POSCO-Malaysia SDN. BHD.(*3)
 Steel service center  27,000,000   16,200,000      16,200,000   60.00  POSCAN
(85.00)
 Malaysia
                           
POS-Minerals Corporation(*3)
 Mine development and operation  100      100   100   100.00  Samjung P&A
(15.00)
 USA
                           
POSCO (Wuhu) Automotive Processing Center Co., Ltd.(*2,3)
 Steel service center              100.00  POSCO-China
(31.43)
 China
 
 
(*1) These subsidiaries are included in the consolidated financial statements as the controlling company has control over them in consideration of board of directors and others.
 
(*2) No shares have been issued in accordance with the local laws and regulations.

F-16


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*3) These subsidiaries are newly included in the consolidation.
 
Summary of financial information of consolidated subsidiaries as of and for the year ended December 31, 2008 is as follows:
 
                     
  Summary of Financial Information
          Net Income
Subsidiaries
 Total Assets Total Liabilities Net Assets Sales (Loss)
  (In millions of Korean won) (*)
 
Domestic
                    
POSCO E & C Co., Ltd. 
  4,730,101   3,139,178   1,590,923   4,517,303   161,520 
Posteel Co., Ltd. 
  912,379   460,815   451,564   2,479,568   115,603 
POSCON Co., Ltd. 
  369,372   209,537   159,835   474,757   12,731 
POSCO Coated & Color Steel Co., Ltd. 
  487,758   270,905   216,853   956,381   (48,482)
POSCO Machinery & Engineering Co., Ltd. 
  136,787   79,413   57,374   295,481   3,263 
POSDATA Co., Ltd. 
  308,567   189,995   118,572   384,380   (78,749)
POSCO Research Institute
  26,449   3,077   23,372   19,742   187 
Seung Kwang Co., Ltd. 
  76,929   36,984   39,945   12,620   (2,047)
POSCO Architecs Consultants Co., Ltd. 
  54,481   17,170   37,311   73,021   6,862 
POSCO Specialty Steel Co., Ltd. 
  1,007,588   440,881   566,707   1,679,748   77,316 
POSCO Machinery Co., Ltd. 
  60,925   33,122   27,803   142,125   5,033 
POSTECH Venture Capital Corp.
  35,418   618   34,800   3,137   (2,231)
POSCO Refractories & Environment Co., Ltd. (POSREC)
  233,415   78,686   154,729   446,939   25,181 
POSCO Terminal Co., Ltd. 
  50,200   11,297   38,903   66,420   11,592 
Metapolis Co., Ltd. 
  527,057   423,173   103,884   210,439   42,360 
Posmate Co., Ltd. 
  55,310   19,285   36,025   79,052   2,701 
Samjung Packing & Aluminum Co., Ltd. 
  154,668   97,861   56,807   373,682   (10,031)
POSCO Power Corp. 
  1,181,079   628,510   552,569   744,026   46,910 
Postech 2006 Energy Fund
  29,393   3   29,390   1,184   212 
PHP Co., Ltd. 
  571,862   570,620   1,242      (600)
POSCORE Co., Ltd. 
  92,124   47,928   44,196   180,222   21,235 
PNR Co., Ltd. 
  51,725   12,185   39,540      485 
Megaasset Co., Ltd. 
  58,068   49,961   8,107   1,609   (1,893)
Daewoo Engineering Company
  276,230   144,447   131,783   564,825   27,992 
Universal Studio Resort Development Co., Ltd. 
  10,000      10,000       
Overseas
                    
POSCO America Corporation (POSAM)
  284,442   109,714   174,728   208,846   11,366 
POSCO Australia Pty. Ltd. (POSA)
  348,774   210,739   138,035   122,733   38,523 
POSCO Canada Ltd. (POSCAN)
  361,976   109,719   252,257   289,102   128,813 
POSCAN Elkview Coal Ltd. 
  46,508   2,699   43,809      4,976 


F-17


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                     
  Summary of Financial Information
          Net Income
Subsidiaries
 Total Assets Total Liabilities Net Assets Sales (Loss)
  (In millions of Korean won) (*)
 
POSCO Asia Co., Ltd. (POA)
  71,044   39,624   31,420   1,715,372   3,033 
VSC POSCO Steel Corporation (VPS)
  68,785   50,485   18,300   207,048   1,747 
Dalian POSCO-CFM Coated Steel Co., Ltd. 
  51,822   37,336   14,486   136,075   596 
POS-Tianjin Coil Center Co., Ltd. 
  48,181   33,203   14,978   107,480   566 
POSMETAL Co., Ltd. 
  83,341   69,054   14,287   57,936   287 
Shanghai Real Estate Development Co., Ltd. 
  182,638   56,213   126,425   29,116   15,230 
IBC Corporation
  95,102   62,472   32,630   23,697   11,326 
POSLILAMA Steel Structure Co., Ltd. 
  48,041   66,515   (18,474)  68,147   442 
Zhangjiagang Pohang Stainless Steel Co., Ltd. (ZPSS)
  1,551,082   915,467   635,615   2,206,084   (131,021)
POSCO (Guangdong) Steel Co., Ltd. 
  104,143   67,707   36,436   151,814   (16,200)
POSCO Thailand Bangkok Processing Center Co., Ltd.
  154,531   116,545   37,986   216,693   (10,472)
Myanmar-POSCO Steel Co., Ltd. 
  11,872   6,600   5,272   16,017   415 
Zhangjiagang POSHA Steel Port Co., Ltd. (ZPSP) 
  16,058   45   16,013   1,797   (30)
POSCO-JOPC Co., Ltd. 
  59,706   52,750   6,956   53,691   (268)
POSCO Investment Co., Ltd. 
  492,447   399,848   92,599   12,248   561 
POSCO-MKPC SDN BHD
  95,701   52,983   42,718   122,621   5,708 
Qingdao Pohang Stainless Steel Co., Ltd. 
  256,315   123,582   132,733   449,276   (21,347)
POSCO (Suzhou) Automotive Processing Center Co., Ltd. 
  128,923   73,044   55,879   184,297   2,899 
POSEC-Hawaii Inc. 
  46,117   19,202   26,915   9,891   (2,450)
POS-Qingdao Coil Center Co., Ltd. 
  59,392   44,877   14,515   111,986   117 
POS-Ore Pty. Ltd. 
  68,080   10,492   57,588   81,156   42,268 
POSCO-China Holding Corp
  267,957   15,976   251,981   88,891   (22,653)
POSCO-Japan Co., Ltd. 
  710,982   603,676   107,306   1,253,173   8,377 
POSCO E&C (Zhangjiagang) Engineering & Consulting Co., Ltd.
  4,001   659   3,342   120   (299)
POS-CD Pty. Ltd. 
  31,433   23,459   7,974   5,389   (570)
POS-GC Pty. Ltd. 
  22,823   6,692   16,131   21,777   7,806 
POSCO-India Private Ltd. 
  59,303   331   58,972       
POS-India Pune Steel Processing Centre Pvt. Ltd.
  121,973   87,829   34,144   97,726   (1,394)
POSCO-JNPC Co., Ltd. 
  112,682   106,704   5,978   110,639   1,352 
POSCO-Foshan Steel Processing Center Co., Ltd.
  170,718   137,104   33,614   379,229   3,600 
POSCO E&C (Beijing) Co., Ltd. 
  57,975   35,731   22,244   92,761   748 

F-18


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                     
  Summary of Financial Information
          Net Income
Subsidiaries
 Total Assets Total Liabilities Net Assets Sales (Loss)
  (In millions of Korean won) (*)
 
POS-MPC S.A. de C.V. 
  144,770   119,554   25,216   152,136   (8,140)
Zhangjigang Pohang Port Co., Ltd. 
  32,097   16,502   15,595   4,044   (199)
POSCO-Vietnam Co., Ltd. 
  513,860   282,481   231,379      (5,177)
POSCO-Mexico Co., Ltd. 
  242,643   126,191   116,452      (23,598)
POSS India Delhi Steel Processing Centre Pvt. Ltd.
  52,260   44,032   8,228   40,409   (6,159)
POS-NP Pty. Ltd. 
  48,399   22,450   25,949   16,980   (3,454)
POSCO-Vietnam Processing Center Co., Ltd. 
  37,917   26,684   11,233   32,321   (891)
POSCO (Chongqing) Automotive Processing Center Co., Ltd. 
  46,808   36,893   9,915   26,909   75 
Suzhou POSCORE Technology Co., Ltd. 
  38,187   11,934   26,253   61,879   (15)
POSCO-JYPC Co., Ltd. 
  55,284   51,869   3,415   16,642   (2,203)
POSCO-Malaysia SDN. BHD
  67,415   89,840   (22,425)  50,445   (18,222)
POS-Minerals Corporation
  126,034      126,034      (854)
POSCO (Wuhu) Automotive Processing Center Co., Ltd.
  22,518   4,058   18,460      (417)
 
 
(*) Total assets, total liabilities and net assets of the Company’s overseas subsidiaries are translated at the exchange rate as of the balance sheet date, and sales and net income (loss) are translated at the average exchange rate of the reporting period.
 
Equity-Method Investees
 
The following table sets forth certain information with regard to equity-method investees as of December 31, 2008:
 
                           
    Number of
         Percentage of
  
    Outstanding
 Number of Shares Percentage of
 Ownership of
  
Investees
 
Primary Business
 Shares POSCO Subsidiaries Total Ownership (%) Subsidiaries (%) Location
 
                           
Domestic
                          
                           
eNtoB Corporation
 E-business  3,200,000   560,000   300,000   860,000   26.88  POSCO E&C (3.75)
and Others
 Seoul
                           
MIDAS Information Technology Co., Ltd. 
 Engineering  3,402,000      866,190   866,190   25.46  POSCO E&C (25.46) Seoul
                           
Songdo New City Development Inc.(*2)
 Real estate              29.90  POSCO E&C (29.90) Seoul
                           
Gail International Korea Ltd.(*2)
 Real estate              29.90  POSCO E&C (29.90) Seoul
                           
SNNC Co., Ltd.(*1)
 Material manufacturing  37,000,000   18,130,000      18,130,000   49.00   Gwangyang
                           
Chungju Enterprise City
 Construction  8,000,000      2,008,000   2,008,000   25.10  POSCO E&C (22.00) Chungju
                           
                        POADATA (3.10)  
                           
Taegisan Wind Power Corporation(*1)
 Wind power plant construction and management  1,220,000      610,000   610,000   50.00  POSCO E&C (50.00) Hoengseong
                           
KOREA SOLAR PARK Co., Ltd.(*1)
 Solar power plant construction and management  2,400,000      900,000   900,000   37.50  POSCO E&C (7.50) Postech 2006 Energy Fund (30.00) Youngam

F-19


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                           
    Number of
         Percentage of
  
    Outstanding
 Number of Shares Percentage of
 Ownership of
  
Investees
 
Primary Business
 Shares POSCO Subsidiaries Total Ownership (%) Subsidiaries (%) Location
 
                           
Chungla IBT Co., Ltd.(*2,4)
 Multiplex development              6.30  POSCO E&C (6.3) Incheon
                           
Overseas
                          
                           
KOBRASCO(*1)
 Facilities lease  4,021,438,370   2,010,719,185      2,010,719,185   50.00   Brazil
                           
USS - POSCO Industries (UPI)(*1,2)
 Steel processing              50.00  POSAM (50.00) USA
                           
Poschrome (Proprietary) Limited
 Material manufacturing  86,700   21,675      21,675   25.00   Republic of
South Africa
                           
Guangdong Xingpu Steel Center Co., Ltd.(*2)
 Steel processing              21.00  Posteel (10.50) China
                           
POS-Hyundai Steel Manufacturing India Private Limited
 Steel processing  23,455,600   2,345,558   4,573,842   6,919,400   29.50  Posteel (19.50) India
                           
POSVINA Co., Ltd.(*1,2)
 Steel manufacturing              50.00   Vietnam
                           
PT POSMI Steel Indonesia (POSMI)(*1)
 Steel service center  12,600   1,193   3,579   4,772   37.87  Posteel (28.40) Indonesia
                           
POSCO Bioventures L.P.(*2,3)
 Investment in companies in the bio-tech industry              100.00  POSAM(100.00) USA
                           
CAML Resources Pty. Ltd.(*1)
 Material processing  9,715      3,239   3,239   33.34  POSA(33.34) Australia
                           
Nickel Mining Company SAS(*1)
 Material processing  6,601,426   3,234,698      3,234,698   49.00   New
Caledonia
                           
Liaoning Rongyuan Posco Refractories Co., Ltd.(*1,2)
 Manufacturing and sellings              35.00  POSREC (35.00) China
                           
POSCO-SK Steel Pinghu Processing Center Co., Ltd.(*2)
 Steel service center              20.00   China
                           
Hubei Huaerliang POSCO Silicon Science & Technology Co., Ltd.(*2)
 Material processing              30.00  POSCO-China
(30.00)
 China
                           
POSCO Poland Wroclaw Steel Processing Center Co., Ltd. 
 Steel service center  100,000   30,000      30,000   30.00   Poland
                           
Ah khanh New City Development(*1,2)
 Construction              50.00  POSCO E&C (50.00) Vietnam
                           
Henan Tsingpu Ferro Alloy Co., Ltd.(*1,2)
 Material processing              49.00  ZPSS (49.00) China
                           
United Spiral Pipe, LLC. (USP)(*1,2)
 Steel pipe manufacturing and sales              35.00  POSAM (35.00) USA
                           
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd.(*1,2)
 Steel manufacturing              34.00  POSCO-China
(10.00)
 China
                           
BX Steel POSCO Cold Rolled sheet Co., Ltd.(*2)
 Steel manufacturing              25.00   China
                           
POSCO-SAMSUNG Slovakia Steel Processing Center Co., Ltd.(*2)
 Steel service center              30.00   Slovakia
                           
Eureka Moly LLC.(*2)
 Material processing              20.00  POS-Mineral
(20.00)
 USA
                           
POS UTEK Development(*2)
 Construction              25.00  POSCO E&C (25.00) Russia

F-20


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*1) Although the Company owns over 30% equity interest in these investees, the Company is not their largest shareholder, excluding them from consolidation.
 
(*2) No shares have been issued in accordance with the local laws and regulations.
 
(*3) Subsidiaries are not included in the consolidated financial statements as the controlling company has no control over these subsidiaries, although it is holding 100% of company’s interest.
 
(*4) This investment is accounted for using equity method although the controlling company’s percentage of ownership is below 20%, because it has 40% of the voting rights of the investee and therefore is able to exercise significant influence on the investee.
 
Subsidiaries or Investees Excluded from the Consolidated Financial Statements
 
       
Location
 
Investees
 
Country
 
Reason
 
Domestic
 HJ photovoltaics, Inc. Korea Small company
  Garolim Tidal Power Plant Co., Ltd. Korea Small company
  Daewoo national car Gwangju selling Co., Ltd. Korea Small company
  BASYS INDUSTRY CO., LTD. Korea Small company
  SENTECH KOREA CORP. Korea Small company
  Applied Science Corp. Korea Small company
  POSBRO Co., Ltd. Korea Small company
  POSWITH Co., Ltd. Korea Small company
  Pohang SFC Co., Ltd. Korea Small company
  Poscoenc SongDo International Building Co., Ltd. Korea Small company
  POSTECH BD Newundertaking fund Korea Small company
  Pohang Fuelcell Power Corporation Korea Small company
  AROMA POSTECH RENEWABLE ENERGY, CO., LTD. Korea Non-majority control
  Innovalley Co., Ltd. Korea Non-majority control
  DONGKWANG ELECTRIC CO., LTD. Korea Under liquidation
  MIRAE COMMUNICATION CO., LTD. Korea Under liquidation
  Busan-Gimhae Light Rail Transit Co., Ltd. Korea SOC business(*)
  Suwon Green Environment. Co., Ltd. Korea SOC business(*)
  Uisinseol LRT Co., Ltd. Korea SOC business(*)
  Incheon-Gimpo Highway Korea SOC business(*)
  Jangheung Environment Co., Ltd. Korea SOC business(*)
  Clean Paju Co., Ltd. Korea SOC business(*)
  Pajoo & Viro Korea SOC business(*)
  Green Jangryang Co., Ltd. Korea SOC business(*)
  Green Cheonan Co., Ltd. Korea SOC business(*)
  Universal Studios Resort Asset Management Coporation Korea Small company
Overseas
 POSCO E&C Nigeria Ltd. Nigeria Small company
  DWEMEX, S.A.DE C.V. Mexico Small company
  POS MPC Servicios de C.V. Mexico Small company
  POSCO E&C SMART Mexico Small company


F-21


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
       
Location
 
Investees
 
Country
 
Reason
 
Overseas
 POSCO MEXICO HUMAN TECH Mexico Small company
  POSCO-MESDC Mexico Small company
  &TV Communications, Inc. USA Small company
  HAMOS Vietnam Small company
  Europe Steel Distribution Center (POS-ESDC, Logistics, Trading and Investment d.o.o) Slovenia Small company
  AZER POSCO E&C. LLC. Azerbaijan Small company
  VECTUS LIMITED UK Small company
  POSCO E&C India Private Ltd. India Small company
  PT.POSNESIA Indonesia Under liquidation
  Dalian Poscon Dongbang Automatic Co., Ltd.  China Small company
  San Pu Trading Co., Ltd. China Small company
  Yingkou Posrec Refractories Co., Ltd. China Small company
  Zhangjiagang BLZ Pohang International Trading Co., Ltd. China Small company
  Zhangjiagang Pohang Refractories Co., Ltd. China Small company
  Qingdao Posco Steel Processing Co., Ltd China Small company
  POSCO SeAH Steel Wire (Nantong) Co., Ltd China Small company
  POSCO-SAMSUNG-SUZHOU PROCESSING CENTER(POSS-SZPC) China Small company
  POSDATA-CHINA China Small company
  POSA Cayman Cayman Islands Small company
  DAEWOO TECH THAILAND Thailand Small company
  POSCO Philippine Manila Processing Center, Inc. (POS-PMPC) Philippine Small company
  Miller Pohang Coal Company Pty Ltd. (MPCC) Australia Non-majority control
  POS JK LLC. UAE Small company
  POSCO Gulf Logistics LLC. UAE Small company
 
 
(*) SOC (“Social Overhead Capital”) business represents capital spent on harbor facilities, universities and etc.
 
The above investees are accounted for using cost method in the consolidated financial statement.

F-22


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Changes in Scope of Consolidation
 
     
Investees
 
Location
 
Reason
 
PNR Co., Ltd.
 Pohang The Company made investments to establish
Megaasset Co., Ltd. 
 Cheonan The Company made investments to establish
Universal Studio Resort Development Co., Ltd. 
 Hwasung The Company made investments to establish
Daewoo Engineering Co., Ltd. 
 Sungnam The Company newly acquired more than 50% of interest related to this investment in 2008
PHP Co., Ltd. 
 Incheon Total assets exceeded W7,000 million as of December 31, 2007
POS-Minerals Corporation
 USA The Company made investments to establish
POSCO (Wuhu) Processing Center Co., Ltd. 
 China The Company made investments to establish
POSCO-Malaysia SDN. BHD. 
 Malaysia The Company newly acquired more than 50% of interest related to this investment in 2008
POSCO-JYPC Co., Ltd. 
 Japan Total assets exceeded W7,000 million as of December 31, 2007
POSCO (Chongqing) Automotive Processing Center Co., Ltd. 
 
China
 Total assets exceeded W7,000 million as of December 31, 2007
 
The total assets, shareholders’ equity, sales, and net income of the consolidated financial statements as of and for the year ended December 31, 2008, increased byW1,285,017 million,W325,117 million,W660,430 million, andW2,854 million, respectively.
 
The Effect from Adjustment of Accounting Policy in Consolidated Subsidiaries
 
The effects to the financial statements of consolidated subsidiaries resulting from the application of accounting principles and estimates of the controlling company to its subsidiaries for the years ended December 31, 2008 and 2007 are as follows:
 
             
  2008
  Net Assets Value
 Adjustment
 Net Assets Value
Investees
 Before Adjustment Amount After Adjustment
  (In millions of Korean won)
 
Posteel Co., Ltd. 
 W451,564  W(601) W450,963 
POSCON Co., Ltd. 
  159,835   1,329   161,164 
POSCO Coated & Color Steel Co., Ltd. 
  216,853   (4,107)  212,746 
POSCO Refractories & Environment Co., Ltd. (POSREC)
  154,729   5,544   160,273 
Samjung Packing & Aluminum Co., Ltd. 
  56,808   3,775   60,583 
POSCO Power Corp. 
  552,569   (7,910)  544,659 
POSCO Asia Co., Ltd. 
  31,420   (352)  31,068 
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
  635,615   (71,419)  564,196 
POSCO Investment Co., Ltd. 
  92,599   (3,915)  88,684 
Qingdao Pohang Stainless Steel Co., Ltd. 
  132,733   (21,682)  111,051 
POSCO-Japan Co., Ltd. 
  107,306   (1,097)  106,209 
POS-Qingdao Coil Center Co., Ltd. 
  14,515   (34)  14,481 
POSCO E&C (Beijing) Co., Ltd. 
  22,244   (275)  21,969 
 


F-23


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
             
  2007
  Net Assets Value
 Adjustment
 Net Assets Value
Investees
 Before Adjustment Amount After Adjustment
  (In millions of Korean won)
 
Posteel Co., Ltd. 
  324,736   (626)  324,111 
POSCON Co., Ltd. 
  149,729   901   150,630 
POSCO Coated & Color Steel Co., Ltd. 
  275,322   (2,821)  272,501 
POSCO Refractories & Environment Co., Ltd. (POSREC)
  132,953   6,451   139,404 
Samjung Packing & Aluminum Co., Ltd. 
  77,793   2,362   80,155 
POSCO Power Corp. 
  523,318   (1,509)  521,809 
POSCO Asia Co., Ltd. 
  20,861   (544)  20,317 
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
  569,173   (42,750)  526,423 
POSCO Investment Co., Ltd. 
  68,609   (1,574)  67,036 
Qingdao Pohang Stainless Steel Co., Ltd. 
  83,558   (6,215)  77,344 
POSCO-Japan Co., Ltd. 
  58,188   (545)  57,643 
 
2.  Summary of significant accounting policies and basis of presenting financial statements
 
The Company prepares the consolidated financial statements in accordance with generally accepted accounting principles in the Republic of Korea and applied the same accounting policies that were adopted in the previous year’s consolidated financial statements.
 
The significant accounting policies followed by the Company in the preparation of the accompanying consolidated financial statements are summarized below:
 
Basis of consolidated financial statements presentation
 
POSCO and its domestic subsidiaries maintain their accounting records in Korean won and prepare statutory financial statements in the Korean language in conformity with accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these consolidated financial statements are intended for use by those who are informed about Korean accounting principles and practices. The accompanying consolidated financial statements have been derived and translated into English from the Korean language consolidated financial statements. Certain information attached to the Korean language consolidated financial statements, but not required for a fair presentation of POSCO and its subsidiaries’ financial position, results of operations or cash flows, is not presented in the accompanying consolidated financial statements.
 
Cash and Cash equivalents
 
Management considers short-term deposits with maturities of three months or less on the acquisition date to be cash equivalents. Government grants received before the grants are used for specific purposes from third parties are presented as a reduction of cash and cash equivalents.
 
Revenue recognition
 
The Company’s revenue categories consist of goods sold, services rendered, construction contracts and other income. Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognized when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated

F-24


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
costs and possible return of goods can be estimated reliably, and there is no continuing Company involvement with the goods.
 
Revenue from services provided is recognized by applying the percentage of completion method when the amount of revenue, the costs incurred, the costs to complete and stage of completion of the balance sheet date can be reliably measured, and it is probable that future economic benefits will flow into the Company.
 
Revenue from construction contracts are recognized when the outcome of the contract can be reliably measured. The percentage of completion is assessed by reference to costs incurred for work performed to date to the estimated total contract costs or surveys of work performed. When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized only to the extent of contract costs incurred that are likely to be recoverable. An expected loss on a contract is recognized immediately in the consolidated statement of income.
 
Other income is recognized when the revenue recognition process is completed, the amount of revenue is reliably measured and it is probable that future economic benefits will flow into the Company.
 
Allowance for doubtful accounts
 
Allowance for doubtful accounts is estimated based on an analysis of individual accounts and past experience of collection and presented as a deduction from trade accounts and notes receivable.
 
When the terms of trade accounts and notes receivable (the principal, interest rate or term) are modified, either through a court order, such as a reorganization, or by mutual formal agreement, resulting in a reduction in the present value of the future cash flows due to the Company, the difference between the carrying value of the relevant accounts and notes receivable and the present value of the future cash flows is recognized as bad debt expense.
 
Inventories
 
The costs of inventories are determined using the moving-weighted average or weighted average method whilematerials-in-transitare determined using the specific identification method. Amounts of inventory are written down to net realizable value due to losses occurring in the normal course of business and the allowance is reported as a contra inventory account, while the related charge is recognized in cost of goods sold. Gains and losses pertaining to physical inventory adjustments are also included in cost of goods sold.
 
Investments in Securities
 
Upon acquisition, the Company classifies debt and equity securities (excluding investments in investees and joint ventures) into the following categories:held-to-maturity,available-for-saleor trading securities. This classification is reassessed at each balance sheet date.
 
Investments in debt securities which the Company has the intent and ability to hold to maturity are classified asheld-to-maturity.Securities that are acquired principally for the purpose of selling in the short term are classified as trading securities. Investments not classified as eitherheld-to-maturityor trading securities are classified asavailable-for-salesecurities.
 
A security is recognized initially at its acquisition cost, which includes the market value of the consideration given and any other transaction costs. After initial recognition,held-to-maturitysecurities are accounted for at amortized costs in the balance sheet and trading andavailable-for-salesecurities are accounted for at their fair values. However, non-marketable securities are accounted for at their acquisition costs if their fair values cannot be reliably estimated. The fair value of marketable securities is determined using quoted market prices as of the period end.


F-25


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Trading securities are subsequently carried at fair value. Gains and losses arising from changes in the fair value of trading securities are included in the consolidated statement of income in the period in which they arise.Available-for-salesecurities are subsequently carried at fair value.
 
Cumulative unrealized gains and losses arising from changes in the fair value ofavailable-for-salesecurities are recognized as accumulated other comprehensive income (loss), net of tax, directly in equity.Held-to-maturityinvestments are carried at amortized cost with interest income and expense recognized in the income statement using the effective interest method.
 
Management reviews investments in securities whenever events or changes in circumstances indicate that the carrying amount of the investments may not be recoverable. Impairment losses are recognized when the estimated recoverable amounts are less than the carrying amount and it is not obviously evidenced that impairment is unnecessary.
 
Trading securities are presented as current assets.Available-for-salesecurities, which mature within one year from the balance sheet date or where the likelihood of disposal within one year from the balance sheet date is probable, are presented as current assets.Held-to-maturitysecurities, which mature within one year from the balance sheet date, are presented as current assets.
 
Equity method investments
 
Investments in equity securities of companies, over which the Company has the ability to exercise a significant influence, are recorded using the equity method of accounting. Under the equity method, the Company records changes in its proportionate ownership in the book value of the investees in current operations, as capital adjustments, as adjustments to retained earnings or adjustments to equity in earnings or losses of equity method accounted investees, depending on the nature of the underlying change in the book value of the investee. When the Company’s share of losses in investees equals or exceeds its interest in the investees, including preferred stock or other long term loans and receivables issued by the investees, the Company does not recognize further losses, unless it has obligations or made payments on behalf of the investees. Gains and losses on transactions between the Company and its investees are eliminated to the extent of the Company’s interest in each investee.
 
The excess of the acquisition cost of an investment in an investee over the Company’s share of the fair value of the identifiable net assets acquired is amortized using the straight-line method over a period not exceeding 20 years. When acquisition cost of investments in an investee is less than the Company’s interest on the fair value of the identifiable net assets acquired, such difference is recognized using the straight-line method as a gain over the weighted average period of useful lives of the depreciable and amortizable non-monetary assets. The remainder over the fair value of identifiable non-monetary assets is recognized as a gain in the period of acquisition. Also, the Company’s interest on the difference between fair value and carrying value of identifiable assets and liabilities of a investee, at the time of acquisition, is depreciated or reversed in accordance with accounting policies of related assets or liabilities of an investee.
 
Foreign currency financial statements of equity method investees are translated into Korean won using the exchange rates in effect as of the balance sheet date for assets and liabilities (the exchange rates on the acquisition date for capital accounts), and annual average exchange rates for income and expenses. Cumulated translation gains or losses are included in accumulated other comprehensive income, a component of shareholders’ equity.
 
The Company’s proportionate unrealized profit arising from sales by the Company to equity method investees, sales by the equity method investees to the Company or sales between equity method investees are eliminated to the extent of the Controlling Company’s ownership.


F-26


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost except for certain assets subject to upward revaluations in accordance with the Asset Revaluation Law. Assets acquired by investment in kind or gift are stated at its fair value.
 
Depreciation is computed using the straight-line method or declining-balance method over the estimated useful lives of the assets, as follows:
 
   
  
Estimated Useful Lives
 
Buildings and structures
 5 - 60 years
Machinery and equipment
 3 - 25 years
Vehicles
 3 - 10 years
Tools
 4 - 10 years
Furniture and fixtures
 3 - 10 years
Capital lease asset (*)
 18 years
 
 
(*) Capital lease asset is depreciated over the shorter of the lease term or the estimated useful lives of the asset.
 
The Company recognizes interest costs and other financial charges on borrowings associated with the production, acquisition, construction or development of property, plant and equipment as an expense in the period in which they are incurred.
 
Significant additions or improvements extending useful lives of assets are capitalized. Normal maintenance and repairs are charged to expense as incurred.
 
Management reviews property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the expected estimated undiscounted future net cash flows from the use of the asset and its eventual disposal are less than its carrying amount. However, if the recoverable amount of a tangible asset, for which impairment loss was recognized in prior periods, exceeds its carrying amount in subsequent periods, the amount of impairment loss recognized shall be reversed to the extent of an increased carrying amount of the asset that does not exceed the carrying amount that would have been determined, net of depreciation, if no impairment loss were recognized in prior periods.
 
Leases
 
The Company classifies and accounts for leases as either operating or capital, depending on the terms. Leases where the Company assumes substantially all of the risks and rewards of ownership are classified as capital leases. All other leases are classified as operating leases.


F-27


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Intangible assets
 
Intangible assets are stated at cost, which includes acquisition cost, production cost and other costs required to prepare the asset for its intended use. Intangible assets are stated net of accumulated amortization computed using the straight-line method and others over the estimated useful lives as described below.
 
   
  Estimated Useful Lives
 
Goodwill
 5 - 20 years
Negative goodwill
 5 - 10 years
Intellectual property rights
 5 - 10 years
Research and development cost(*1)
 3 - 10 years
Port facilities usage rights(*2)
 3 - 75 years
Long - term electricity supply contract rights(*3)
 9 - 15 years
Other intangible assets
 2 - 25 years
 
 
(*1) The costs incurred in relation to the development of new products and new technologies, including the development cost of internally used software and related costs, are recognized as development costs only if it is probable that future economic benefits that are attributable to the asset will flow into the entity and the cost of the asset can be measured reliably. The useful life of development costs is based on its estimated useful life, not to exceed 20 years from the date when the asset is available for use.
 
(*2) As of December 31, 2008, port facilities usage rights are related to the quay and inventory yard donated by POSCO since April 1987 to the local bureaus of the Maritime Affairs and Fisheries in Kwangyang, Pohang, Pyoungtaek and Masan.
 
(*3) The Company recognized the electricity supply contract initially at fair value as an identifiable intangible asset when the Company acquired POSCO Power Corp.. The electricity supply contract which was related to existing agreement of supplying electric power to Korea Electric Power Corporation met the criteria of recognizing identifiable intangible assets at acquisition date.
 
Management assesses the potential impairment of intangible assets when there is evidence that events or changes in circumstances have made the recovery of an asset’s carrying value to be unlikely. The carrying value of the intangible asset is reduced to the estimated realizable value, and an impairment loss is recorded as a reduction in the carrying value of the related asset and charged to current operations.
 
Discounts on debentures
 
Discounts on debentures are amortized over the term of the debenture using the effective interest rate method. Amortization of the discount is recorded as interest expense.
 
Accrued severance benefits
 
Employees and directors with at least one year of service are entitled to receive a lump-sum payment upon termination of their employment, based on their length of service and rate of pay at the time of termination. Accrued severance benefits represent the amount which would be payable assuming all eligible employees and directors were to terminate their employment as of the balance sheet date. POSCO and its domestic subsidiaries have partially funded the accrued severance benefits through group severance insurance and the amounts funded under these insurance deposits are classified as a deduction from the accrued severance benefits liability. The Company made deposits to the National Pension Service in accordance with the National Pension Act of the Republic of Korea. Accordingly, accrued severance benefits in the accompanying balance sheet are presented net of this deposit.


F-28


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Restructuring of receivables
 
When the difference between the carrying value of receivables and the present value of future cash flows is material arising from variation of the terms of receivables (the principle, interest rate or term), either through a court order, such as a reorganization, or by mutual agreement, future cash flows expected to be earned are valued at their present value using an appropriate discount rate. The present value discounts are recovered using the effective interest rate method and are recognized as interest income.
 
Foreign currency transactions and translation
 
Monetary assets and liabilities denominated in foreign currencies are re-measured into Korean won at the exchange rates in effect at the balance sheet date, and resulting gains and losses are recognized in the income statement.
 
Derivative financial instruments
 
All derivative financial instruments are accounted for at their fair value according to the rights and obligations associated with the contracts. The resulting changes in fair value of derivative financial instruments are recognized either in the statement of income or shareholders’ equity, depending on whether the derivative financial instruments qualify as a cash flow hedge. The effective portion of changes in the fair value of derivative financial instruments that are designated and qualify as cash flow hedges is recognized in shareholders’ equity as accumulated other comprehensive income (loss).
 
Fair value hedge accounting is applied to a derivative financial instrument purchased with the purpose of hedging the exposure to changes in the fair value of an asset or a liability or a firm commitment that is attributable to a particular risk. Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the statement of income, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
 
An embedded derivative financial instrument is separated from the host contract and accounted for as a derivative financial instrument when the economic characteristics and risks of the embedded derivative financial instrument are not clearly and closely related to the economic characteristics and risks of the host contract.
 
Provisions and contingent liabilities
 
A provision is a liability of uncertain timing or amount and shall be recognized when all of the following conditions are met:
 
1) An entity has a present obligation (legal or constructive) as a result of a past event;
 
2) It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and
 
3) A reliable estimate can be made of the amount of the obligation
 
However, when such outflow is dependent upon a future event, is not certain to occur, or cannot be reliably estimated, only disclosure regarding the contingent liability is made in the notes to the financial statements.
 
Treasury stock
 
In accordance with the cost method, the acquisition cost of the Company’s treasury stock is recorded as an adjustment to shareholders’ equity. Gain on disposal of treasury stock is recorded as other capital surplus and loss on disposal of treasury stock is first deducted from gain on disposal of treasury stock recorded in other capital surplus, with the remainder as a capital adjustment and then offset against retained earnings in accordance with the order of disposition of deficit.


F-29


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Sale of receivables
 
The Company sells or discounts certain amounts of notes receivable to financial institutions and accounts for these transactions as a sale of the receivables if the rights and obligations relating to the receivables sold are substantially transferred to the buyers. The losses from the sale of the receivables are charged to operations as incurred.
 
Income tax and deferred income tax
 
Income tax on the income or loss for the year comprises current and deferred tax. Income tax is recognized in the statement of income except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
 
Current income tax is the expected tax payable on the taxable income for the year, using the enacted tax rates.
 
Deferred income tax is provided using the asset and liability method and is recognized for the future tax consequences attributable to the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The amount of deferred income tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.
 
A deferred income tax asset is recognized only to the extent that it is probable that future taxable income will be available against which the unused tax losses and credits can be utilized. Deferred income tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
 
Use of estimates
 
Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year-end and the reported amounts of revenues and expenses during the year. Significant items subject to such estimates and assumptions include useful lives, salvage values and recovery of property, plant and equipment; recoverability of goodwill and intangible assets; valuation allowances for receivables, inventories and realization of deferred income tax assets and fair values of derivatives. Actual results could differ materially from the estimates and assumptions used.
 
Elimination of the investments of investing company and the stockholders’ equity of the investees
 
In eliminating the investment of the investing company and the stockholders’ equity of the investee, the portion of the investee’s stockholders’ equity that belongs to minority interest is separately presented. The elimination of the investments of the investing company and the stockholders’ equity of the investees are recorded as of the date of acquisition of controlling interest. The nearest closing date from acquisition of controlling interest is deemed to be the acquisition date when the acquisition date of interest of subsidiaries is different from the closing date of subsidiaries.
 
Elimination of inter-company transactions
 
Inter-company transactions of the company are eliminated and related unrealized inter-company gain and losses are treated as follows:
 
(a) Calculation of unrealized gains and losses
 
Unrealized gains or losses to be eliminated with respect to Company’s inventory, fixed assets and intangible assets are computed based upon average gross profit ratio of the concerned transaction. When the actual gross profit


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
ratio is deemed materially different from the average gross profit ratio, the actual gross profit ratio of the concerned transaction is used.
 
(b) Elimination of unrealized gains and losses
 
Unrealized gains or losses arising from downstream intercompany transactions are fully eliminated and it is attributed to the Company’s investment. Unrealized gains or losses arising from upstream transactions are fully eliminated and it is attributed to the Company’s investment proportionately to the equity interest of the company and minority interest.
 
Translation of Foreign Subsidiary’s Financial Statements
 
In translation of the subsidiary’s financial statement denominated in foreign currencies, the balance sheet items are translated at the exchange rates in effect at the balance sheet date (but, historical exchange rates should be used for the equity items) and the profit and loss items are translated at the current year’s average exchange rates. Differences arising in translation are treated as translation gain or loss from foreign operation and it is proportionately attributed to the company’s equity interest, recorded in accumulated other comprehensive income (loss), and minority interest by equity interest owned.
 
Consolidated Financial Statement Date
 
The fiscal year-end of the controlling company and all consolidated subsidiaries is December 31, except Myanmar POSCO Steel Co., Ltd., POSCO-India Private Ltd., POS-India Pune Steel Processing Centre Pvt. Ltd., POSCO India Delhi Steel Processing Centre Private Limited. The Company uses reliable financial statements of these four subsidiaries as of and for the years ended December 31 for the periods represented for the purpose of the accompanying consolidated financial statements.
 
Reclassification
 
Certain reclassifications have been made to the 2006 and 2007 consolidated financial statements to conform to the 2008 presentation.
 
US Dollar Convenience Translation
 
The December 31, 2008 consolidated financial statements are expressed in Korean won and have been translated into U.S. dollars at the rate of W1,262.0 to US$1, the noon buying rate in the City of New York for cable transfers in Korean won as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2008, solely for the convenience of the reader. These translations should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
3.  Cash and Cash Equivalents, and Financial Instruments
 
Cash and cash equivalents, and short-term and long-term financial instruments as of December 31, 2008 and 2007 are as follows:
 
             
  Annual Interest Rate (%)  2008  2007 
  (In millions of Korean won) 
 
Cash and cash equivalents
            
Cash on hand and bank deposits
  0.00~3.00  W74,657   95,292 
Checking accounts
  0.00~1.00   3,160   16,103 
Corporate bank deposits
  0.00~7.43   459,023   558,267 
Time deposits
  5.01~6.70   598,000    
Time deposits in foreign currency and others
  0.47~6.70   517,561   286,679 
Maintained by overseas affiliates
  0.00~12.00   838,309   336,487 
             
       2,490,710   1,292,828 
Less: Government grants
      (446)  (247)
             
      W2,490,264   1,292,581 
             
Short-term financial instruments
            
Time deposits
  2.25~7.15  W1,049,535   839,257 
Installment accounts
        160 
Specified money in trust
     80,455   3,002 
Certificates of deposit
  5.50~7.40   529,000   769,430 
Commercial papers
  7.00~7.70   20,000   14,587 
Others
  0.10~12.50   93,351   54,902 
Maintained by overseas affiliates
  1.00~15.60   55,109   61,741 
             
      W1,827,450   1,743,079 
             
Long-term financial instruments
            
Installment accounts
  5.00~10.00  W16,355   16,952 
Guarantee deposits for opening accounts
     107   113 
             
      W16,462   17,065 
             
 
The financial assets pledged as collateral include short-term financial instruments amounting toW21,940 million andW4,932 million as of December 31, 2008 and 2007, respectively, in relation to performance guarantee deposits, short-term borrowings, long-term debts and others; short-term financial instruments amounting toW5,887 million andW5,140 million as of December 31, 2008 and 2007, respectively, in relation to government-appropriated projects; and long-term financial instruments amounting to W107 million andW113 million as of December 31, 2008 and 2007, respectively, in relation to maintaining deposits for opening checking accounts (note 13).


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
4.  Trading Securities
 
Trading securities as of December 31, 2008 and 2007 are as follows:
 
                 
  2008  2007 
  Acquisition Cost  Fair Value  Book Value  Book Value 
  (In millions of Korean won) 
 
Beneficiary certificates and others
 W1,222,077   1,238,261   1,238,261   1,286,939 
                 
 
5.  Accounts and Notes Receivable, and Others
 
(a) Accounts and notes receivable, and their allowance for doubtful accounts and present value discounts as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Trade accounts and notes receivable
 W6,158,066   4,290,213 
Less: Allowance for doubtful accounts
  (263,802)  (254,417)
Less: Present value discount
  (171)  (194)
         
  W5,894,093   4,035,602 
         
Other accounts and notes receivable
 W555,902   248,601 
Less: Allowance for doubtful accounts
  (17,153)  (33,287)
Less: Present value discount
  (239)  (358)
         
  W538,510   214,956 
         
Long-term trade accounts and notes receivable
 W29,623   58,411 
Less: Allowance for doubtful accounts
  (4,528)  (16,187)
Less: Present value discount
  (1,831)  (2,305)
         
  W23,264   39,919 
         
Long-term loans receivable
 W97,793   43,201 
Less: Allowance for doubtful accounts
  (17,448)  (2,650)
Less: Present value discount
  (58)  (77)
         
  W80,287   40,474 
         


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(b) Accounts stated at present value under long-term deferred payment term and others as of December 31, 2008 are as follows:
 
                   
     Present
         
     Value
       Discount
 
  Face Value  Discount  Book Value  Maturity Rate (%) 
  (In millions of Korean won) 
 
Other accounts receivable
                  
BNG Steel Co., Ltd. 
 W10,000   239   9,761  2009  5.6 
                   
  W10,000   239   9,761       
                   
Long-term loans receivable
                  
Lee Dongjoon and others
 W212   32   180  2017  7.5 
Riviera C.C
  260   27   233  2011  3.7 
                   
  W472   59   413       
                   
Long-term trade accounts and notes receivable
                  
BNG Steel Co., Ltd.(*)
 W12,900   926   11,974  2009  8.6 
DK Dongsin Co., Ltd.(*)
  9,087   383   8,704  2010  4.7 
Others
  25,993   2,001   23,992  2011 2016  4.7 - 6.5 
                   
  W47,980   3,310   44,670       
                   
 
 
(*) Discount at present value incurred from restructured receivables under work-out plans is presented as allowance for doubtful accounts.
 
(c) Valuation and qualifying accounts for allowance for doubtful accounts for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
                     
    Additions    
  Balance at
 Charged to
 Changes in
   Balance at
  Beginning of
 Costs and
 Scope of
   the End of
Description
 Period Expenses Consolidation Deductions (*) Period
  (In millions of Korean won)
 
Year ended December 31, 2008:
                    
Reserves deducted in the balance sheet from the assets to which they apply:
                    
Allowance for doubtful accounts
 W341,766  W28,186  W1,072  W30,699  W340,325 
Year ended December 31, 2007:
                    
Reserves deducted in the balance sheet from the assets to which they apply:
                    
Allowance for doubtful accounts
  385,755   37,237      81,226   341,766 
Year ended December 31, 2006:
                    
Reserves deducted in the balance sheet from the assets to which they apply:
                    
Allowance for doubtful accounts
  263,111   173,932   572   51,860   385,755 
 
 
(*) Deduction for allowance for doubtful accounts includes amount written off as uncollectible and others.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
6.  Inventories
 
Inventories as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Finished goods
 W2,003,646   1,064,036 
By-products
  41,841   24,983 
Semi-finished goods
  2,389,245   1,387,703 
Raw materials
  2,077,569   1,177,880 
Fuel and materials
  563,136   520,882 
Materials-in-transit
  1,698,042   786,278 
Others
  8,251   3,706 
         
   8,781,730   4,965,468 
Less: Provision for valuation loss
  (120,009)  (63,452)
         
  W8,661,721   4,902,016 
         
 
Loss on valuation of inventories for the years ended December 31, 2008 and 2007 amounted toW120,009 million andW63,452 million, respectively.
 
7.  Investment Securities
 
Investment securities, net of current portion, as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Available-for-salesecurities
 W4,257,625   4,511,569 
Held-to-maturitysecurities
  87,321   62,542 
Equity-method investments
  832,536   604,612 
         
  W5,177,482   5,178,723 
         
 
Available-for-SaleSecurities
 
(a) Available for sale securities as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Current portion ofavailable-for-salesecurities
        
Investments in bonds
 W30,888   32,113 
         
Available-for-salesecurities
        
Marketable equity securities
  2,917,595   3,888,043 
Non-marketable equity securities
  1,306,739   599,414 
Investments in bonds
  8,467   3,762 
Equity investments
  24,824   20,350 
         
   4,257,625   4,511,569 
         
  W4,288,513   4,543,682 
         


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(b) Investments in marketable equity securities as of December 31, 2008 and 2007 are as follows:
 
                         
  2008  2007 
  Number of
  Percentage of
  Acquisition
  Fair
  Book
  Book
 
Company
 Shares  Ownership (%)  Cost  Value  Value(*1)  Value 
  (In millions Korean of won) 
 
SK Telecom Co., Ltd.(*1)
  4,297,549   5.29  W1,208,677  W891,835  W891,835  W1,061,740 
Hana Financial Group Inc.
  4,663,776   2.20   29,998   90,943   90,943   235,054 
Nippon Steel Corporation(*1)
  238,352,000   3.50   719,622   963,486   963,486   1,374,491 
Hyundai Heavy Industries Co., Ltd.
  1,477,000   1.94   343,505   294,661   294,661   653,572 
Hanil Iron & Steel Co., Ltd. 
  206,798   10.14   2,413   1,596   1,596   5,811 
HI Steel Co., Ltd. 
  135,357   9.95   1,609   1,766   1,766   2,430 
Munbae Steel Co., Ltd. 
  1,849,380   9.02   3,588   3,921   3,921   8,230 
Dong Yang Steel Pipe Co., Ltd. 
  1,564,250   2.45   3,911   1,400   1,400   2,831 
Korea Line Corp.
  217,373   1.89   8,067   14,347   14,347   35,867 
Shinhan Financial Group Inc. 
  3,815,676   0.96   219,467   113,326   113,326   204,139 
SeAH Steel Corp. 
  540,000   10.11   18,792   23,490   23,490   26,028 
Thainox Stainless Public Company Limited
  1,200,000,000   15.00   42,301   40,299   40,299   46,243 
Union Steel Co. , Ltd.
  1,005,000   9.80   40,212   14,472   14,472   23,618 
Macarthur Coal Limited(*2)
  21,215,700   10.00   420,805   55,927   55,927    
Hanjin shipping Co., Ltd.
  68,260   0.08   2,652   1,236   1,236    
KB Financial Group Inc.
  8,379,888   2.35   300,150   282,402   282,402    
LG Powercom Corporation(*3)
  6,300,000   5.00   246,000   39,000   39,000    
DC Chemical Co., Ltd. 
  3,404      149   749   749   854 
Muchison Metals Ltd.
  50,567,000   12.25   22,620   27,737   27,737   114,212 
Cockatoo Coal Ltd.
  73,595,835   19.99   21,750   21,129   21,129   40,574 
Sandfire Resources NL
  16,498,339   19.90   5,741   1,292   1,292    
Silicon Motion Technology Corp. 
  136,925   0.42   3,052   394   394   2,284 
Pixelplus Co., Ltd.(*4)
  159,156   4.78   2,606   62   62   346 
KOSES Co., Ltd. 
  328,857   6.13   617   401   401   1,483 
Aromasoft Corp Co., Ltd. 
  685,459   11.25   654   877   877   2,300 
i-Components Co., Ltd.
  100,000   2.13   300   290   290    
Maruichi Steel Tube Ltd. 
  345,100   0.37   13,942   11,906   11,906   7,995 
FuelCell Energy, Inc.
  3,822,630   5.61   27,141   18,651   18,651   35,577 
Others
                 2,364 
                         
          W3,710,341  W2,917,595  W2,917,595  W3,888,043 
                         
 
 
(*1) Certain portion of those investments have been pledged as collateral. (note 10)
 
(*2) The Company recognized excess of the acquisition cost of MacArthur Coal Limited over the fair value at the acquisition date amounting to W 96,785 million as impairment losses.
 
(*3) LG Powercom Corporation listed on the Korea Stock Exchange since November 2008 and i-Components Co., Ltd. listed on the KOSDAQ since December 2008 were reclassified to marketable equity securities from non-marketable equity securities.
 
(*4) Impairment loss of W2,544 million was recognized in 2008 because there was an objective evidence that the recoverable amount is less than the carrying amount of the investment.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(c) Investments in non-marketable equity securities as of December 31, 2008 and 2007 are as follows:
 
                     
  2008 2007
  Number of
 Percentage of
 Acquisition
 Book
 Book
Company
 Shares Ownership (%) Cost Value Value
  (In millions of Korean won)
 
The Siam United Steel(*1)
  11,071,000   12.30  W34,658  W58,367  W34,658 
Big Jump Energy Participacoes S.A. 
     16.20   667,824   667,824    
GLOBAL UNITY LTD. 
  70,649   13.33   710   710   710 
PT-POSNESIA(*2)
  29,610,000   70.00   9,474   1,567   1,567 
The Korea economic daily
  28,728   0.15   309   309   309 
The Seoul Shinmun Co., Ltd. 
  1,614,000   19.40   7,479       
THE KOREA METAL
                    
JOURNAL Co., Ltd. 
  2,000   2.67   20   20   20 
Pohang Steelers Co., Ltd. 
  35,200   14.67   176   176   200 
Chunnam Dragons Football Club Co., Ltd. 
  19,799   13.20   99   99   99 
POSHOME Co., Ltd. 
  10,000   3.69   50   50   50 
Kihyup Technology Banking Corp. 
  600,000   10.34   3,000   3,000   3,000 
Samwon steel Co., Ltd. 
  1,786,000   19.00   8,930   8,930   8,930 
POSWITH Co., Ltd.(*2)
  320,000   100.00   1,600   1,600   1,600 
Woori DCI Co., Ltd. 
  5,653   18.84   28   28   28 
RCC Co., Ltd.
  9,053   18.11   45   45   45 
MTS Korea Inc. 
  11,076   18.46   55   55   55 
Taihan ST Corp., Ltd. 
  796,000   19.90   13,930   13,930   13,930 
WUHAN Excellent Steel Center (WESC)(*3)
     5.00   432   432   432 
POSCO-SAMSUNG Suzhou Processing Center (POSS-SZPC)(*2,*3)
     30.00   1,608   1,608   1,608 
POSCO MEXICO HUMAN TECH(*2,*3)
     80.00   3   3   3 
Europe Steel Distribution Center (POS-ESDC, Logistics, Trading and Investment d.o.o)(*2,*3)
     50.00   1,893   1,893   1,893 
HAMOS(*2,*3)
     20.00   998   998   998 
Keo Yang Shipping Co., Ltd.(*5)
              780 
LG Powercom Corporation(*6)
              93,398 
ESCO Professionals., Ltd. 
              21 
TFS Global Co., Ltd. 
              26 
CTA Co., Ltd. 
              37 
POSCO-SK STEEL Pinghu Processing Center Co., Ltd.(*4)
              1,869 
POSCO Poland Steel Processing Center Co., Ltd.(*4)
              3,803 
POSCO (Chongqing) Automotive
                    
Processing Center Co., Ltd.(*7)
              6,201 
POSCO-SAMSUNG Slovakia
                    
Steel Processing Center Co., Ltd.(*4)
              1,794 
Airport Railroad Co., Ltd.(*1)
  22,101,940   11.90   110,510   179,026   179,026 
Daejeon Cogeneration Plant Co., Ltd. 
              11,196 
Busan Gimhae Light Rail Transit Co., Ltd.(*2)
  9,160,000   20.85   45,800   45,800   17,954 
 


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                     
  2008  2007 
  Number of
  Percentage of
  Acquisition
  Book
  Book
 
Company
 Shares  Ownership (%)  Cost  Value  Value 
  (In millions of Korean won) 
 
Seoul Metro Line9 Corporation
  4,090,985   12.25  W20,455  W20,455  W17,030 
Korea Athletic Promotion Association
  839,964   16.42   8,627   8,476   8,627 
VECTUS LIMITED(*2)
  2,211,837   99.59   8,220   3,227   7,006 
U-Space Co., Ltd. 
  2,800,000   10.00   14,000   14,000   14,000 
Sinbundang Railroad Co., Ltd. 
  2,189,948   7.14   11,114   11,114   10,305 
Kenertec Co., Ltd.(*3)
     0.00   10,000   10,000   10,000 
Eco-City Corporation
  1,596,000   19.00   7,980   7,980   7,980 
Pohang Youngil New Port Corporation
  1,123,200   7.20   5,616   5,616   5,616 
Gyeong Su Highway Co., Ltd. 
  992,000   3.20   4,960   4,960   4,960 
Dream Hub Project Financial Investment Co., Ltd. 
  2,400,000   1.20   12,000   12,000    
Enk Co., Ltd. 
  500,000   9.70   10,000   10,000    
& TV Communications, Inc.(*2)
  582,000   68.70   6,096   7,510    
Others
        234,032   204,931   127,650 
                     
          W1,262,731  W1,306,739  W599,414 
                     
 
 
(*1) The fair value of The Siam United Steel was based on the valuation report of a public rating services company. Except for The Siam United Steel, investments are recorded at cost since fair value is not readily determinable.
 
(*2) Those investments were not accounted for using the equity method as either they are under liquidation proceedings as of December 31, 2008 or their total assets are less thanW 7 billion as of December 31, 2007.
 
(*3) No shares have been issued in accordance with the local laws or regulations.
 
(*4) Those investments were reclassified to equity-method investments fromavailable-for-salesecurities since their total assets are greater thanW 7 billion as of December 31, 2007.
 
(*5) Keo Yang Shipping Co., Ltd. which merged with Han Jin Shipping Co., Ltd. was reclassified to marketable equity securities from non-marketable equity securities.
 
(*6) LG Powercom Corporation listed on the Korea Stock Exchange since November, 2008 was reclassified to marketable equity securities from non-marketable equity securities.
 
(*7) Those investments were reclassified to consolidated subsidiaries fromavailable-for-salesecurities since their total assets are greater thanW 7 billion as of December 31, 2007.

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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(d) Available-for-salesecurities are stated at fair market value, and the difference between the acquisition cost and fair market value is accounted for in the accumulated other comprehensive income. The movements of such differences for the years ended December 31, 2008 and 2007 are as follows:
 
                         
  2008  2007 
  Beginning
  Increase
  Ending
  Beginning
  Increase
  Ending
 
Company
 Balance  (Decrease)  Balance  Balance  (Decrease)  Balance 
  (In millions of Korean won) 
 
SK Telecom Co., Ltd. 
 W(98,383) W(148,754) W(247,137) W(185,185) W86,802  W(98,383)
Hana Financial Group Inc. 
  148,666   (101,129)  47,537   143,594   5,072   148,666 
Nippon Steel Corporation
  474,780   (284,566)  190,214   412,453   62,327   474,780 
Hyundai Heavy Industries Co., Ltd. 
  224,798   (262,896)  (38,098)     224,798   224,798 
Hanil Iron & Steel Co., Ltd. 
  2,464   (3,273)  (809)  1,467   997   2,464 
HI Steel Co., Ltd. 
  595   (472)  123   404   191   595 
Munbae Steel Co., Ltd. 
  3,365   (3,275)  90   (865)  4,230   3,365 
Dong Yang Steel Pipe Co., Ltd. 
  (782)  (1,176)  (1,958)  (2,092)  1,310   (782)
Korea Line Corp. 
  20,155   (15,257)  4,898   1,952   18,203   20,155 
Shinhan Financial Group Inc. 
  (11,114)  (71,676)  (82,790)     (11,114)  (11,114)
SeAH Steel Corp. 
  5,246   (1,582)  3,664      5,246   5,246 
Thainox Stainless Public Company Limited
  2,858   (4,420)  (1,562)     2,858   2,858 
Union Steel Co., Ltd. 
  (12,031)  (8,046)  (20,077)     (12,031)  (12,031)
MacArthur Coal Limited
     (209,113)  (209,113)         
Hanjin Shipping Co., Ltd. 
     (1,105)  (1,105)         
KB Financial Group Inc. 
     (13,843)  (13,843)         
LG Powercom Corporation
  (92,314)  (69,146)  (161,460)  (100,887)  8,573   (92,314)
The Siam United Steel
     18,493   18,493          
Others
  112,181   (94,807)  17,374   10,932   101,249   112,181 
                         
  W780,484  W(1,276,043) W(495,559) W281,773  W498,711  W780,484 
                         
 
(e) Investments in bonds as of December 31, 2008 and 2007 are as follows:
 
               
  2008    
    Acquisition
     2007 
  Maturity Cost  Book Value  Book Value 
  (In millions of Korean won) 
 
Government bonds
 Less than 1 year W494  W494  W4,694 
  1-5 years  97   97   76 
  5-10 years        48 
Corporate debt securities
 Less than 1 year  30,394   30,394   27,419 
  1-5 years  8,370   8,370   3,638 
               
     39,355   39,355   35,875 
Less: Current portion
    (30,888)  (30,888)  (32,113)
               
    W8,467  W8,467  W3,762 
               


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(f) Equity investments as of December 31, 2008 and 2007 are as follows:
 
             
  2008  2007 
  Acquisition
       
  Cost  Book Value  Book Value 
  (In millions of Korean won) 
 
Contractor financial fund
 W14,705  W17,676  W15,635 
Others
  5,862   7,148   4,715 
             
  W20,567  W24,824  W20,350 
             
 
(g) Details of gross unrealized gains and losses onavailable-for-salesecurities for the years ended December 31, 2008 and 2007 are as follows:
 
                                 
  2008  2007 
     Gross
  Gross
        Gross
  Gross
    
  Amortized
  Unrealized
  Unrealized
  Fair
  Amortized
  Unrealized
  Unrealized
  Fair
 
  Cost (*)  Gains  Losses  Value  Cost (*)  Gains  Losses  Value 
  (In millions of Korean won) 
 
Debt securities:
                                
Government and municipal bonds
 W591  W  W  W591  W4,818  W  W  W4,818 
Other bonds
  38,764         38,764   31,118   419   (480)  31,057 
                                 
   39,355         39,355   35,936   419   (480)  35,875 
                                 
Equity securities:
                                
Marketable equity securities
  3,611,012   322,218   (1,015,635)  2,917,595   2,711,958   1,357,567   (181,482)  3,888,043 
Non-marketable equity securities
  1,239,894   108,445   (41,600)  1,306,739   643,390   123,409   (167,385)  599,414 
Investment in capital
  20,567   4,257      24,824   17,367   2,983      20,350 
                                 
   4,871,473   434,920   (1,057,235)  4,249,158   3,372,715   1,483,959   (348,867)  4,507,807 
                                 
  W4,910,828  W434,920  W(1,057,235) W4,288,513  W3,408,651  W1,484,378  W(349,347) W4,543,682 
                                 
 
 
(*) Acquisition cost less impairment loss
 
For the years ended December 31, 2008, 2007 and 2006, proceeds from sales ofavailable-for-salesecurities amounted to W26,752 million,W9,412 million andW145,990 million, respectively. Gross realized gains and losses amounted toW7,436 million andW907 million, respectively, for the years ended December 31, 2008 and 2007.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
Held-To-MaturitySecurities
 
(a) Held-to-maturitysecurities as of December 31, 2008 and 2007 are as follows:
 
               
  2008  2007 
    Acquisition
  Book
  Book
 
  Maturity Cost  Value  Value 
  (In millions of Korean won) 
 
Current portion ofheld-to-maturitysecurities Government bonds
 Less than 1 year W20,613  W20,613  W192,393 
               
Held-to-maturitysecurities Government bonds
 1-5 years  92,563   86,756   31,635 
  5-10 years  565   565   30,907 
               
     93,128   87,321   62,542 
               
    W113,741  W107,934  W254,935 
               
 
 
(*) Certain portion of the government bonds has been pledged as collateral for the consolidated subsidiaries. (note 10)


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
Equity-Method Investments
 
(a) Equity-method investments as of December 31, 2008 and 2007 are as follows:
 
                         
  2008 2007
  Number of
 Percentage of
 Acquisition
 Net Asset
 Book
 Book
Investees(*1)
 Shares Ownership (%) Cost Value Value Value
  (In millions of Korean won)
 
eNtoB Corporation(*3)
  860,000   28.44  W5,550  W7,717  W7,519  W6,149 
Midas IT Co., Ltd. 
  866,190   25.46   433   6,945   6,926   5,321 
Songdo Cosmopolitan City Development Inc.(*3,6)
     29.90   6,674   (104,929)      
Gale International Korea Inc.(*3)
     29.90   427   7,080   6,983   11,385 
SNNC Co., Ltd. 
  18,130,000   49.00   90,650   65,782   59,020   87,762 
Chungju Enterprise City
  2,008,000   25.10   10,040   7,715   7,686   9,576 
Taegisan Wind Power Corporation(*2)
  610,000   50.00   3,050   2,787   5,273    
KOREA SOLAR PARK Co., Ltd.(*2)
  900,000   37.50   2,250   798   1,847    
Chungla International Business Town Co., Ltd.(*3,4)
     6.27   3,910   3,392   3,354    
KOBRASCO(*2)
  2,010,719,185   50.00   32,950   68,736   57,656   41,143 
USS-POSCO Industries (UPI)(*2,3)
     50.00   244,532   77,816   51,330   59,771 
Poschrome (Proprietary) Limited
  21,675   25.00   4,859   12,386   5,004   5,165 
Guangdong Xingpu Steel Center Co., Ltd.(*3)
     21.00   1,852   5,579   5,422   3,026 
POS-Hyundai Steel Manufacturing India Private Limited
  6,919,400   29.50   3,136   4,657   4,657   4,025 
POSVINA Co., Ltd.(*2,3)
     50.00   1,527   2,605   2,455   2,192 
PT POSMI Steel Indonesia (POSMI)(*2)
  4,772   37.87   3,187   4,166   3,767   3,177 
POSCO Bioventures L.P.(*3,5)
     100.00   46,102   39,584   39,584   35,190 
CAML Resources Pty. Ltd.(*2)
  3,239   33.34   40,388   24,209   31,959   28,155 
Nickel Mining Company SAS(*2)
  3,234,698   49.00   157,585   254,402   220,553   200,622 
Liaoning Rongyuan Posco
                        
Refractories Co., Ltd.(*2,3)
     35.00   1,105   2,336   2,175   1,380 
POSCO-SK Steel Pinghu Processing Center Co., Ltd.(*3)
     20.00   1,869   2,947   2,845    
Hubei Huaerliang POSCO Silicon Science & Technology Co., Ltd.(*3)
     30.00   3,236   10,526   10,552   4,385 
POSCO Poland Wroclaw Steel Processing Center Co., Ltd. 
  30,000   30.00   3,803   3,796   3,225    
Ah khanh New City Development(*2,3)
     50.00   20,429   21,184   21,184   10,893 
Henan Tsingpu Ferro Alloy Co., Ltd.(*2,3)
     49.00   8,846   4,945   5,084   8,470 
United Spiral Pipe, LLC. (USP)(*2,3)
     35.00   29,108   31,718   32,260    
 


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                         
  2008  2007 
  Number of
  Percentage of
  Acquisition
  Net Asset
  Book
  Book
 
Investees(*1)
 Shares  Ownership (%)  Cost  Value  Value  Value 
  (In millions of Korean won) 
 
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd.(*2,3)
     34.00  W9,517  W17,135  W16,944  W10,043 
BX Steel POSCO Cold Rolled sheet Co., Ltd.(*3)
     25.00   61,961   81,199   90,776   66,782 
POSCO-SAMSUNG Slovakia Steel Processing Center Co., Ltd.(*3)
     30.00   1,794   3,027   2,879    
Eureka Moly LLC.(*3)
     20.00   121,209   26,760   121,209    
POS UTEK Development(*3)
     25.00   2,664   2,408   2,408    
                         
          W924,643  W699,408  W832,536  W604,612 
                         
 
 
(*1) Due to the difference in the closing schedule of December 31, 2008, the equity method of accounting is applied based on the most recent available financial information, which has not been audited or reviewed.
 
(*2) Although the Company owns over 30% equity interest in these subsidiaries, the Company is not their major shareholder, excluding them from consolidation.
 
(*3) No shares have been issued in accordance with the local laws or regulations.
 
(*4) Subsidiaries are included in the consolidated financial statement as it is deemed to be substantially influenced by the controlling company, delegated the 40% of voting rights from other major shareholders.
 
(*5) POSCO Bioventures L.P. is not included in the consolidated financial statement as it is not substantially controlled by the controlling company while the company holds 100% of equity interest.
 
(*6) The equity method of accounting has been suspended for investment in Songdo New City Development Inc. as the Company’s net investments have been reduced to zero. Unrecorded changes in equity interest in Songdo New City Development Inc. in 2008 amounted toW65,379 million and the accumulated unrecorded changes in equity interest prior to 2008 amounted toW39,550 million.

F-43


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(b) Details on the elimination of unrealized gain or loss from inter-company transactions for the years ended December 31, 2008 and 2007 are as follows:
 
                         
  2008  2007 
     Property, Plant
        Property, Plant
    
     and Equipment,
        and Equipment,
    
     and Intangible
        and Intangible
    
Investee
 Inventories  Assets  Total  Inventories  Assets  Total 
  (In millions of Korean won) 
 
eNtoB Corporation
 W123  W10  W133  W(340) W(18) W(358)
Midas IT Co., Ltd. 
     (2)  (2)     (13)  (13)
SNNC Co., Ltd. 
  3,094   (5,938)  (2,844)     (1,709)  (1,709)
KOREA SOLAR PARK Co., Ltd. 
     (65)  (65)         
KOBRASCO
  (12,450)     (12,450)  3,000      3,000 
USS-POSCO Industries (UPI)
  (6,268)     (6,268)  8,558      8,558 
Poschrome (Proprietary) Limited
  (7,674)     (7,674)  (615)     (615)
Guangdong Xingpu Steel Center Co., Ltd. 
  (66)     (66)  254      254 
POSVINA Co., Ltd. 
  (77)     (77)  14      14 
PT POSMI Steel Indonesia (POSMI)
  (393)     (393)  125      125 
Nickel Mining Company SAS
  (10,508)     (10,508)         
POSCO-SK Steel Pinghu Processing Center Co., Ltd. 
  (168)     (168)         
Henan Tsingpu Ferro Alloy Co., Ltd. 
  27      27   127      127 
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd. 
  (167)     (167)         
                         
  W(34,527) W(5,995) W(40,522) W11,123  W(1,740) W9,383 
                         


F-44


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(c) Details of differences between the initial purchase price and the Company’s initial proportionate ownership in the book value of the investees for the years ended December 31, 2008 and 2007 are as follows:
 
                             
  Dec. 31
        Dec. 31
        Dec. 31
 
  2006
  Increase
     2007
  Increase
     2008
 
Investee
 Balance  (Decrease)  Amortization  Balance  (Decrease)  Amortization  Balance 
  (In millions of Korean won) 
 
eNtoB Corporation
 W  W670  W(80) W590  W244  W(138) W696 
SNNC Co., Ltd. 
     209   (21)  188      (42)  146 
KOREA SOLAR PARK Co., Ltd. 
              1,392   (278)  1,114 
POSMMIT Steel Centre SDN BHD
  19   (19)               
PT POSMI Steel Indonesia
  221      (187)  34      (10)  24 
CAML Resources Pty Ltd. 
  19,279      (5,764)  13,515      (5,764)  7,751 
POSCO Poland Wroclaw Steel Processing Center Co., Ltd. 
              243   (243)   
BX Steel POSCO Cold Rolled sheet Co., Ltd. 
     13,363   (1,114)  12,249      (2,672)  9,577 
POSCO-SAMSUNG Slovakia Steel Processing Center Co., Ltd. 
              98   (98)   
                             
  W19,519  W14,223  W(7,166) W26,576  W1,977  W(9,245) W19,308 
                             


F-45


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(d) The movements of equity method investments as of and for the years ended December 31, 2008 and 2007 are as follows:
 
                             
     Equity
        Equity
       
  Dec. 31
  Method
  Other
  Dec. 31
  Method
  Other
  Dec. 31
 
  2006
  Profits
  Increase
  2007
  Profits
  Increase
  2008
 
Investees
 Balance  (Losses)  (Decrease) (*)  Balance  (Losses)  (Decrease) (*)  Balance 
  (In millions of Korean won) 
 
eNtoB Corporation
 W4,399  W488  W1,262  W6,149  W748  W622  W7,519 
Midas IT Co., Ltd. 
  4,292   1,002   27   5,321   1,788   (183)  6,926 
Songdo Cosmopolitan City
                     
Gale International Korea Inc. 
  2,070   11,408   (2,093)  11,385   3,308   (7,710)  6,983 
SNNC Co., Ltd. 
  18,816   (2,637)  71,583   87,762   (28,742)     59,020 
Chungju Enterprise City
     (464)  10,040   9,576   (1,847)  (43)  7,686 
Teajisan Wind Power Generation
              2,413   2,860   5,273 
KOREA SOLAR PARK Co., Ltd. 
              (433)  2,280   1,847 
Chungla International Business Town Co., Ltd. 
              (539)  3,893   3,354 
KOBRASCO
  32,622   18,947   (10,426)  41,143   35,385   (18,872)  57,656 
POSCO-JOPC Co., Ltd. 
  835      (835)            
USS - POSCO Industries (UPI)
  49,380   (10,096)  20,487   59,771   308   (8,749)  51,330 
Poschrome (Proprietary) Limited
  4,826   2,793   (2,454)  5,165   3,288   (3,449)  5,004 
Guangdong Xingpu Steel Center Co., Ltd. 
  2,487   319   220   3,026   886   1,510   5,422 
POS-Hyundai Steel Manufacturing India Private Limited
  2,780   827   418   4,025   231   401   4,657 
POSVINA Co., Ltd. 
  2,066   172   (46)  2,192   (29)  292   2,455 
POSMMIT Steel Centre SDN BHD
  3,891      (3,891)            
PT POSMI Steel Indonesia (POSMI)
  3,205   (65)  37   3,177   147   443   3,767 
POSCO Bio ventures L.P. 
  33,931   (1,066)  2,325   35,190   (8,288)  12,682   39,584 
CAML Resources Pty. Ltd. 
  37,717   (11,500)  1,938   28,155   3,617   187   31,959 
Nickel Mining Company SAS
     32,229   168,393   200,622   (35,918)  55,849   220,553 
Liaoning Rongyuan Posco Refractories Co., Ltd. 
     252   1,128   1,380   347   448   2,175 
POSCO-SK Steel Pinghu Processing Center Co., Ltd. 
              (34)  2,879   2,845 
Hubei Huaerliang POSCO Silicon Science & Technology Co., Ltd. 
  3,186   913   286   4,385   4,000   2,167   10,552 
POSCO Poland Wroclaw Steel Processing Center Co., Ltd. 
              (1,037)  4,262   3,225 
Ah khanh New City Development
     (353)  11,246   10,893   (2,697)  12,988   21,184 
Henan Tsingpu Ferro Alloy Co., Ltd. 
     (1,489)  9,959   8,470   (5,043)  1,657   5,084 
United Spiral Pipe, LLC. (USP)
              (1,393)  33,653   32,260 
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd. 
     (216)  10,259   10,043   2,361   4,540   16,944 
POSCO-CORE
     (1,043)  1,043             
BX Steel POSCO Cold Rolled sheet Co., Ltd. 
     2,213   64,569   66,782   3,261   20,733   90,776 
POSCO-SAMSUNG Slovakia Steel Processing Center Co., Ltd. 
              273   2,606   2,879 
Eureka Moly LLC
                 121,209   121,209 
POS UTEK Development
              (225)  2,633   2,408 
                             
  W206,503  W42,634  W355,475  W604,612  W(23,864) W251,788  W832,536 
                             


F-46


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*) Other increase or decrease represents the changes in investment securities due to acquisitions (disposals), dividends received, changes in capital adjustments arising from translations of financial statements of overseas investees and others.
 
(e) Summary of financial information on equity-method investees as of and for the year ended December 31, 2008 is as follows:
 
                 
        Net Income
Investee
 Total Assets Total Liabilities Sales (Loss)
  (In millions of Korean won)
 
eNtoB Corporation
 W79,825  W52,688  W756,983  W2,624 
Midas IT Co., Ltd. 
  42,991   15,716   29,113   5,637 
Songdo Cosmopolitan City Development Inc. 
  1,980,494   2,331,426   785,032   (75,565)
Gale International Korea Inc. 
  30,609   6,931   47,154   21,680 
SNNC Co., Ltd. 
  409,132   274,883   34,358   (47,959)
Chungju Enterprise City
  66,026   35,289      (7,512)
Teajisan Wind Power Generation Co., Ltd. 
  75,391   69,817   255   (266)
KOREA SOLAR PARK Co., Ltd. 
  20,555   18,426   1,771   (239)
Chungla International Business Town Co., Ltd. 
  119,367   65,524      (7,859)
KOBRASCO
  248,692   111,220   309,199   93,868 
USS-POSCO Industries (UPI)
  650,816   495,185   1,325,532   44,098 
Poschrome (Proprietary) Limited
  54,718   5,173   86,844   36,931 
Guangdong Xingpu Steel Center Co., Ltd. 
  66,788   40,220   96,503   4,048 
POS-Hyundai Steel Manufacturing India Private Limited
  20,799   5,011   22,842   783 
POSVINA Co., Ltd. 
  8,925   3,716   39,753   96 
PT POSMI Steel Indonesia (POSMI)
  90,171   79,171   97,725   1,252 
POSCO Bio ventures L.P. 
  39,584         (9,940)
CAML Resources Pty. Ltd. 
  158,624   86,013   154,983   34,534 
Nickel Mining Company SAS
  627,425   108,238   159,080   (1,077)
Liaoning Rongyuan Posco Refractories Co., Ltd. 
  16,874   10,201   19,511   1,190 
POSCO-SK Steel (Pinghu) Processing Center Co., Ltd. 
  60,965   46,229   68,863   623 
Hubei Huaerliang POSCO Silicon Science & Technology Co., Ltd. 
  53,292   18,206   87,453   13,333 
POSCO Poland Wroclaw Steel Processing Center Co., Ltd. 
  64,854   52,200   55,459   (2,478)
Ah khanh New City Development
  136,575   94,208      (5,352)
Henan Tsingpu Ferro Alloy Co., Ltd. 
  42,420   32,328   118,639   (10,878)
United Spiral Pipe, LLC. (USP)
  98,274   7,650      (3,980)
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd. 
  125,521   75,125   137,991   6,802 
BX Steel POSCO Cold Rolled sheet Co., Ltd. 
  1,203,363   878,567   1,026,640   23,732 
POSCO-SAMSUNG Slovakia Steel Processing Center Co., Ltd. 
  43,465   33,374   32,512   1,238 
Eureka Moly
  143,080   9,281      (3,405)
POS UTEK Development
  9,631         (900)


F-47


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
8.  Property, Plant and Equipment
 
(a) Property, plant and equipment as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Buildings and structures
 W7,629,084  W7,004,719 
Machinery and equipment
  28,854,834   27,312,692 
Vehicles
  205,973   196,939 
Tools
  467,142   425,335 
Furniture and fixtures
  302,801   258,670 
Capital lease assets
  11,900   11,466 
         
   37,471,734   35,209,821 
Less: Accumulated depreciation
  (24,156,260)  (22,318,851)
Less: Accumulated impairment loss
  (2,810)   
Less: Government grants
  (2,000)  (2,271)
         
   13,310,664   12,888,699 
Land
  1,861,451   1,509,189 
Construction-in-progress
  2,896,984   1,183,877 
         
  W18,069,099  W15,581,765 
         
 
The value of land based on the posted price issued by the Korean tax authority amounted toW4,107,522 million andW3,481,264 million as of December 31, 2008 and 2007, respectively.
 
As of December 31, 2008 and 2007, property, plant and equipment are insured against fire and other casualty losses for up to W12,140,982 million andW8,876,226 million, respectively. In addition, the Company carries general insurance for vehicles and accident compensation insurance for its employees.
 
In accordance with the Asset Revaluation Law, POSCO and certain subsidiaries revalued a substantial portion of their property, plant and equipment, and increased the related amount of assets by W3,942 billion as of December 31, 2000, the latest revaluation date. The revaluation surplus amounting to W3,225 billion, net of related tax and transfers to capital stock, was credited to capital surplus, a component of shareholders’ equity.
 
Through a resolution of the Board of Directors in May 1998, the construction on the Minimill was temporarily suspended due to the economic situation in the Republic of Korea and the Asia Pacific region. The continuing unstable economic condition and related decrease in the selling price of products, resulting in the deterioration in profitability, drove the management’s operation committee to cease the construction on the No. 2 Minimill in April 2002. In June 2006, the Company entered into a contract with Al-Tuwairqi Trading & Contracting Establishment in Saudi Arabia to sell the No. 2 Minimill equipment for USD 96 million. As of December 31, 2008, the Company completed the disposal of property, plant and equipment which was recorded as other investment assets as of December 31, 2007 and 2006 (note 11).


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(b) The changes in the carrying value of property, plant and equipment for the year ended December 31, 2008, are as follows:
 
                             
                 Elimination of
    
  Beginning
              Intercompany
  Ending
 
  Balance  Acquisition(*1)  Disposal  Depreciation(*2)  Others(*3)  Transactions  Balance 
  (In millions of Korean won) 
 
Land
 W1,509,189  W119,753  W(26,404) W  W260,018  W(1,105) W1,861,451 
Buildings
  2,623,024   231,885   (11,123)  (216,416)  405,973   (177,441)  2,855,902 
Structures
  1,546,816   152,673   (5,687)  (130,600)  104,876   (77,847)  1,590,231 
Machinery and equipment
  8,526,549   1,479,351   (29,270)  (1,795,165)  978,965   (524,831)  8,635,599 
Vehicles
  36,946   10,928   (2,064)  (15,040)  4,038   (885)  33,923 
Tools
  75,383   54,086   (548)  (43,896)  10,306   (935)  94,396 
Furniture and fixtures
  69,152   48,066   (733)  (34,838)  13,859   (5,472)  90,034 
Capital Lease assets
  10,829   403      (687)  34      10,579 
Construction-in-progress
  1,183,877   4,014,374   (33,483)     (2,018,206)  (249,578)  2,896,984 
                             
  W15,581,765  W6,111,519  W(109,312) W(2,236,642) W(240,137) W(1,038,094) W18,069,099 
                             
 
 
(*1) Includes asset transfer fromconstruction-in-progress.
 
(*2) Includes depreciation expense of idle property.
 
(*3) Includes foreign currency translation adjustments, asset transfers and adjustments resulting from the effect of changes in the scope of consolidation, etc.
 
The changes in the carrying value of property, plant and equipment for the year ended December 31, 2007, were as follows:
 
                             
                 Elimination of
    
  Beginning
              Intercompany
  Ending
 
  Balance  Acquisition  Disposal  Depreciation  Others  Transactions  Balance 
  (In millions of Korean won) 
 
Land
 W1,311,755  W67,228  W(2,462) W  W132,742  W(74) W1,509,189 
Buildings
  2,400,099   366,769   (16,560)  (193,798)  232,302   (165,788)  2,623,024 
Structures
  1,366,558   361,420   (10,862)  (122,054)  29,130   (77,376)  1,546,816 
Machinery and equipment
  6,674,178   3,391,203   (370,812)  (1,585,314)  976,260   (558,966)  8,526,549 
Vehicles
  44,101   12,442   (8,382)  (15,832)  6,149   (1,532)  36,946 
Tools
  84,134   32,598   (5,262)  (43,284)  8,565   (1,368)  75,383 
Furniture and fixtures
  76,879   10,184   (8,623)  (35,858)  30,966   (4,396)  69,152 
Capital Lease assets
     11,466      (637)        10,829 
Construction-in-progress
  2,685,416   2,937,680   (73,678)     (4,174,278)  (191,263)  1,183,877 
                             
  W14,643,120  W7,190,990  W(496,641) W(1,996,777) W(2,758,164) W(1,000,763) W15,581,765 
                             


F-49


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(c) The Company entered into a capital lease contract with Ilshin Shipping Co., Ltd. for a Ro-Ro (roll-on roll-off) ship for transporting plates and others. As of December 31, 2008, minimum lease payments are as follows:
 
     
  Minimum
 
  Lease Payments 
  (In millions of Korean won) 
 
Less 1 year
 W1,478 
1~5 years
  5,180 
Over 5 years
  7,192 
     
  W13,850 
     
 
9.  Intangible Assets
 
(a) Intangible assets, net of accumulated amortization, as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Goodwill
 W270,842  W75,556 
Negative goodwill
  (575)  (1,243)
Intellectual property rights
  18,266   1,811 
Research and development costs, net of government grants
  82,221   91,965 
Port facilities usage rights
  116,078   130,234 
Long-term electricity supply contract rights
  55,170   61,857 
Others
  181,765   210,599 
         
  W723,767  W570,779 
         
 
(b) The changes in the carrying value of intangible assets for the year ended December 31, 2008 are as follows:
 
                             
  For the Year Ended December 31, 2008 
                 Elimination of
    
  Beginning
        Amortization
     Intercompany
  Ending
 
  Balance  Acquisition  Disposal  (Recovery)  Others(*1)  Transactions  Balance 
  (In millions of Korean won) 
 
Goodwill
 W75,556  W230,489  W  W(33,327) W(1,876) W  W270,842 
Negative goodwill
  (1,243)        406   262      (575)
Intellectual property rights
  1,811   2,625   (360)  (1,237)  15,427      18,266 
Research and development costs, net of government grants(*3)
  91,965   40,066   (2,037)  (18,071)  (29,214)  (488)  82,221 
Port facilities usage rights
  130,234   7,562      (21,604)  362   (476)  116,078 
Long-term electricity supply contract rights
  61,857         (6,687)        55,170 
Others(*2)
  210,599   72,532   (8,795)  (66,896)  (22,700)  (2,975)  181,765 
                             
  W570,779  W353,274  W(11,192) W(147,416) W(37,739) W(3,939) W723,767 
                             
 
 
(*1) Includes transfers of an asset, adjustments arising from foreign currency translations and changes in consolidation scope, and others.
 
(*2) The Company has recorded expenses related to the ERP system and production innovation as other intangible assets.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*3) For the year ended December 31, 2008, the Company recognized impairment loss on development cost amounting toW45,890 million includingW45,362 million of impairment loss recognized by POSDATA Co., Ltd. as it is assumed that the future economic benefits will not flow into the Company.
 
The changes in the carrying amount of intangible assets for the year ended December 31, 2007 were as follows:
 
                             
  For the Year Ended December 31, 2007 
                 Elimination of
    
  Beginning
        Amortization
     Intercompany
  Ending
 
  Balance  Acquisition  Disposal  (Recovery)  Others  Transactions  Balance 
  (In millions of Korean won) 
 
Goodwill
 W90,105  W7,698  W  W(22,247) W   W  W75,556 
Negative goodwill
  (1,388)        406   (261)     (1,243)
Intellectual property rights
  1,221   3,260      (1,067)  (1,603)     1,811 
Research and development costs, net of government grants
  67,862   42,749   (75)  (14,684)  (3,469)  (418)  91,965 
Port facilities usage rights
  112,102   37,153      (18,658)  (1)  (362)  130,234 
Long-term electricity supply contract rights
  68,544         (6,687)        61,857 
Others
  218,636   62,411   (518)  (71,627)  6,281   (4,584)  210,599 
                             
  W557,082  W153,271  W(593) W(134,564) W947  W(5,364) W570,779 
                             
 
(c) The amortization expenses for the years ended December 31, 2008 and 2007 are classified under the following:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Cost of goods sold
 W75,826   77,911 
Selling and administrative expenses
  71,590   56,653 
         
  W147,416   134,564 
         
 
(d) Details of significant intangible assets are as follows:
 
               
          Residual
 
  
Description
 2008  2007  Useful Life 
    (In millions of Korean won) 
 
Goodwill
 Excess investment amount over fair value in POSCO Power Corp.  W47,682  W68,894   2 years 
  Excess investment amount over fair value in Daewoo Engineering Company  209,461      19 years 
 
(e) Research and development costs expensed for the years ended December 31, 2008 and 2007 areW455,912 million andW343,076 million, respectively. Research and development costs amounting toW361,341 million andW290,230 million are classified to cost of goods sold, while W94,571 million andW52,846 million are classified to selling and administrative expenses for the years ended December 31, 2008 and 2007, respectively.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
10.  Pledged assets
 
(a) Details of assets pledged as collateral for short-term borrowings and long-term debts, as well as for performance guarantee, as of December 31, 2008 and 2007 are as follows:
 
           
  
Beneficiaries
 2008  2007 
    (In millions of Korean won) 
 
Land (note 8)
 Mizuho Bank and others W225,628  W253,096 
Buildings and structures (note 8)
 Woori Bank and others  172,159   187,611 
Machinery and equipment (note 8)
 The Korea Development Bank and others  431,626   392,230 
Short-term financial instruments (note 3)
 The Korea Development Bank and others  3,000   4,000 
Trade accounts and notes receivable (note 5)
 YAMAGUCHI Bank and others  84,557   47,268 
Available-for-salesecurities(*1) (note 7)
 Exchangeable bond holder and others  2,033,862   685,402 
Held-to-maturitysecurities(*2) (note 7)
 Gyeongsangbuk-do provincial office  31,553   31,440 
Equity investments (note 7)
 Related creditors  7,196    
           
    W2,989,581  W1,601,047 
           
 
 
(*1) As of December 31, 2008, 1,955,978 shares, equivalent to 17,603,801 ADRs of SK Telecom Co., Ltd. have been pledged as collateral for the exchangeable bonds issued (note 13) and 194,025,000 shares of Nippon Steel Corporation have been pledged as collateral for the 1st samuri bonds issued. In addition, 2,341,569 shares of SK Telecom Co., Ltd. and 410,000 shares of Hyundai Heavy Industries Co., Ltd. have been pledged as collateral for the indulgence of income tax prepayment.
 
(*2) As of December 31, 2008, government bonds and bonds issued by Seoul Metropolitan Rapid Transit Corp, amounting toW29,693 million andW1,860 million, respectively, were provided as collateral to the Gyungsangbuk-do Province Office as guarantee for environmental remediation of POSCO No. 4 disposal site.
 
(b) Details of loans from foreign financial institutions guaranteed by Korea Development Bank as of December 31, 2008 and 2007 are as follows:
 
                 
  2008  2007 
  Foreign
  Won
  Foreign
  Won
 
Financial Institution
 Currency  Equivalent  Currency  Equivalent 
     (In millions of Korean won)    
 
Korea Development Bank
  EUR 4,600,591  W8,171   EUR 5,236,941  W7,234 
                 
 
The Company has been paid Korea Development Bank a consideration to obtain a guarantee.
 
(c) As of December 31, 2008, POSCO and its subsidiaries are provided with guarantees amounting toW1,144,166 million from Korea Exchange Bank and others for their contract commitments.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
11.  Other Assets
 
Other assets as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Other current assets
        
Short-term loans receivable (note 28)
 W95,918   54,985 
Accrued income
  58,003   53,600 
Prepaid expenses
  82,891   58,319 
Others(*)
  150,016   86,237 
         
   386,828   253,141 
Less: Allowance for doubtful accounts
  (34,086)  (34,436)
         
  W352,742   218,705 
         
Other long-term assets
        
Other investment assets
 W294,033   116,409 
Less: Allowance for doubtful accounts
  (3,308)  (789)
Less: Present value discount
     (503)
         
  W290,725   115,117 
         
 
 
(*) The amount of others as of December 31, 2008 mainly represents current derivative assets amounting toW129,738 million (note 23). Among other investment assets, W150,053 million as of December 31, 2008 is related to derivative assets (note 23).
 
12.  Short-Term Borrowings and Current Portion of Long-Term Debts
 
(a) Short-term borrowings as of December 31, 2008 and 2007 are as follows:
 
                       
  Annual Interest
      
Financial Institutions
 Rate (%) 2008  2007 
  (In millions of Korean won) 
 
Won currency borrowings
                      
ABN and others
 0.72~8.77  KRW   509,129  W509,129   247,598   247,598 
Foreign currency borrowings
                      
Bank of America
 2.60  USD   125,196,920   157,435   8,644,609   8,110 
Shinhan Bank and others
 0.83~17.00  AUD   374,657,835   2,587,791   60,000,000   1,316,312 
     CNY   41,537,351,633       2,828,126,153     
     INR   60,104,572            
     JPY   3,888,813,928       33,100,000,000     
     MMK   2,619,618,058       1,629,025,320     
     MYR   617,346,480       92,161,065     
     THB   203,334,260       1,142,600,000     
     USD   507,400,000       601,453,111     
     VND   517,359,889,314            
                       
             2,745,226       1,324,422 
                       
            W3,254,355       1,572,020 
                       


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(b) Current portion of long-term debts as of December 31, 2008 and 2007 are as follows:
 
                       
  Annual Interest
      
Financial Institutions
 Rate (%) 2008  2007 
  (In millions of Korean won) 
 
Debentures
                      
Domestic and foreign debentures
 4.02~5.60  KRW   332,102  W332,102   460,192   460,192 
                       
Less: Discount on debentures issued
            (205)      (527)
                       
                       
             331,897       459,665 
                       
Won currency borrowings
                      
Korea Exchange Bank and others
 1.00~6.98  KRW   9,475   9,475   3,147   3,147 
Foreign currency borrowings
                      
Development Bank of Japan and others
 0.55~7.04  CNY   29,000,000   427,640   51,758,999     
     JPY   2,267,000,000       892,000,000     
     MYR               
     THB               
     USD   309,624,451       6,000,000   19,711 
                       
             437,115       22,858 
                       
Loans from foreign financial institutions NATIXIS
 2.00  EUR   636,350   1,130   636,350   879 
                       
            W770,142       483,402 
                       
 
13.  Long-Term Debts
 
(a) Debentures as of December 31, 2008 and 2007 are as follows:
 
                                 
        Annual
       
  Issue date  Maturity  Interest Rate  2008  2007 
  (In millions of Korean won) 
 
Domestic Debentures
  10/21/2004~   10/04/2008~   4.02~6.55   KRW   2,584,102  W3,137,102   1,883,515   1,967,953 
   08/05/2013   08/05/2013       USD   340,000,000       90,000,000     
               JPY   29,000,000,000            
9th Samurai Bonds(Public)
  06/28/2006   06/28/2013   2.05   JPY   50,000,000,000   696,945   50,000,000,000   416,665 
1st Samurai Bonds(Private)
  12/29/2008   12/29/2011   Tibor +1.6   JPY   50,000,000,000   696,945       
1st FRN
  11/11/2008   11/11/2013   Tibor +2.6   JPY   20,000,000,000   278,778       
1st Euro Bonds
          5.88   USD   300,000,000   377,250   300,000,000   281,460 
Exchangeable Bonds
  08/20/2003   08/20/2008      JPY         51,622,000,000   430,182 
Exchangeable Bonds(*)
  08/19/2008   08/19/2013      JPY   52,795,000,000   735,904       
                                 
                       5,922,924       3,096,260 
Add: Premium on bond redemption
                      11,112        
Less: Current portion
                      (332,102)      (460,192)
Less: Discount on debentures issued
                      (74,990)      (12,194)
                                 
                      W5,526,944       2,623,874 
                                 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*) The Company issued exchangeable bonds, which are exchangeable with 17,603,801 SK Telecom Co., Ltd. ADRs, on August 19, 2008. Details of exchangeable bonds are as follows:
 
   
Issuance date:
 August 19, 2008
Maturity date:
 August 19, 2013
Rate:
 Interest rate of zero percent
Face value:
 JPY 52,795,000,000
Issuance price:
 JPY 52,424,229,136
Primium on bond redemption
 JPY 797,204,500 (redeemed on put date or maturity date)
Exchangeable price:
 JPY 2,999.11/ADR
Fair value of exchangeable right
 JPY 2,867,605,334
Exercise period of exchangeable right:
 Commencing ten business days following the issuance date until ten business days prior to maturity date
Exercisable date of put by bondholders:
 August 19, 2011
 
(b) Long-term borrowings as of December 31, 2008 and 2007 are as follows:
 
                     
Financial Institutions
 Annual Interest Rate (%) 2008  2007 
  (In millions of Korean won) 
 
Won currency borrowings
                    
The Korea Resources Corporation
 Representative Borrowing Rate(*1) - 2.25 KRW  49,308  W49,308   45,100   45,100 
The Korea Development Bank and others
 1.00~7.10 KRW  595,037   595,037   155,259   155,259 
                     
Less: Current portion
          (9,475)      (3,147)
                     
           634,870       197,212 
                     
Foreign currency borrowings(*2)
                    
The Korea Resources Corporation and others
 Representative Borrowing Rate(*1) - 2.25 CNY  29,000,000   1,154,647   138,758,999   498,757 
    JPY  12,099,500,000       8,244,000,000     
    MYR  140,000,000            
    THB         298,347     
    USD  745,808,410       439,330,045     
                     
Less: Current portion
          (427,640)      (19,711)
                     
           727,007       479,046 
                     
Loans from foreign financial institutions
                    
NATIXIS
 2.00 EUR  4,600,591   8,171   5,236,941   7,234 
                     
Less: Current portion
          (1,130)      (879)
                     
           7,041       6,355 
                     
          W1,368,918       682,613 
                     


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*1) The average yield of3-yeargovernment bond is utilized for the annual interest rate calculation. The average yield of3-yeargovernment bond is rounded off to the nearest 0.25%
 
(*2) Foreign currency borrowings include long-term borrowings amounting to W2,923 million, the repayment of which depends on the result of the oil exploration in the Aral Sea in Uzbekistan with Korea National Oil Corporation. (note 16)
 
(c) Aggregate maturities of long-term debts as of December 31, 2008 are as follows:
 
                     
        Foreign Currency
  Loans from Foreign
    
Period
 Debentures(*)  Borrowings  Borrowings  Financial Institutions  Total 
  (In millions of Korean won) 
 
2009
 W332,102  W9,475  W427,640  W1,130  W770,347 
2010
  265,175   147,552   243,535   1,130   657,392 
2011
  2,983,786   77,265   38,775   1,130   3,100,956 
2012
  500,000   21,580   22,072   1,130   544,782 
Thereafter
  1,852,973   388,473   422,625   3,651   2,667,722 
                     
  W5,934,036  W644,345  W1,154,647  W8,171  W7,741,199 
                     
 
 
(*) The amount includes premium on bond redemption.
 
14.  Accrued Severance Benefits
 
(a) The changes in accrued severance benefits for the years ended December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Estimated severance benefits at the beginning of period
 W986,956   834,047 
Provision for severance benefits
  314,156   214,720 
Payment
  (125,374)  (63,264)
Others(*)
  332   1,453 
         
Estimated severance benefits at the end of period
 W1,176,070   986,956 
Transfer to National Pension Fund
  (1,959)  (2,275)
Deposit for severance benefits trust
  (790,393)  (648,586)
         
Net balance at the end of period
 W383,718   336,095 
         
 
 
(*) Includes foreign currency adjustments, changes in consolidation scope and others.
 
(b) The Company expects to pay the following future benefits to its employees upon their normal retirement age:
 
     
Period
 Amount 
  (In millions of Korean won) 
 
2009
 W19,662 
2010
  28,611 
2011
  36,628 
2012
  44,686 
2013~2018
  453,190 
     
  W582,777 
     


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
The above amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before their normal retirement age.
 
15.  Other Liabilities
 
Other liabilities as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Other current liabilities
        
Unearned revenue
 W2,292   1,725 
Derivatives liabilities
  225,137   9,069 
Others
  61,736   45,016 
         
  W289,165   55,810 
         
Other long-term liabilities
        
Reserve for allowance
 W35,558   29,176 
Derivatives liabilities
  52,896   3,711 
Liability related to stock appreciation rights
  38,147   123,479 
Deposit received
  70,274   45,225 
Others
  60,867   33,267 
         
  W257,742   234,858 
         
 
16.  Commitments and Contingencies
 
(a) As of December 31, 2008, contingent liabilities for outstanding guarantees provided for the repayment of loans of affiliated companies are as follows:
 
                 
Grantors
 Entity Being Guaranteed Financial Institution Amount  Won Equivalent 
  (In millions of Korean won) 
 
POSCO
 BX STEEL POSCO Cold Rolled Sheet Co., Ltd. Bank of China and others  CNY   423,440,000  W77,951 
       USD   15,840,000   19,919 
  Zhangjiagang Pohang
Stainless Steel Co., Ltd.
 Bank of China and others  USD   199,925,000   251,406 
  POSCO Investment Co., Ltd. Bank of Tokyo-Mitsubishi and others  CNY   29,000,000   5,339 
       USD   142,000,000   178,565 
       MYR   180,000,000   65,072 
  POSCO-Vietnam Co., Ltd. The Export-Import Bank of Korea  USD   200,000,000   251,500 
POSCO E&C Co., Ltd. 
 Taegisan Wind Power Corporation SC Korea First Bank            
       KRW   48,000   48,000 
  IBC Corporation The Export-Import Bank of Korea  USD   20,000,000   25,150 
  POSLILAMA Steel Structure Co., Ltd. The Export-Import Bank of Korea and others  USD   55,155,000   69,357 
  Daewoo Engineering Company   USD   217,440,000   273,431 
Posteel Co., Ltd. 
 POSCO Canada Ltd. Shinhan Bank  USD   12,484,500   15,699 
Zhangjiagang Pohang
Stainless Steel Co., Ltd.
 Qingdao Pohang Stainless Steel Co., Ltd. China Construction Bank Corporation  USD   14,000,000   17,605 
POSCO E&C
(Zhangjiagang) Engineering & Co., Ltd.
 POSCO E&C (Beijing) Co., Ltd. Korea Exchange Bank  CNY   8,000,000   1,473 
POSCO Investment Co., Ltd. 
 Zhangjiagang Pohang Stainless Steel Co., Ltd. ING and others  USD   120,000,000   150,900 
  Qingdao Pohang Stainless Steel Co., Ltd. Bank of Tokyo-Mitsubishi  USD   42,000,000   52,815 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                 
Grantors
 Entity Being Guaranteed Financial Institution Amount  Won Equivalent 
  (In millions of Korean won) 
 
  POSCO-Mexico Co., Ltd. HSBC  USD   100,000,000   125,750 
  POSCO-MPC S.A. de. C.V. Bank of Tokyo-Mitsubishi  USD   30,600,000   38,480 
  POSCO Poland Wroclaw Steel
Processing Center Co., Ltd.
 HSBC            
       USD   5,929,690   7,457 
  Zhongyue POSCO HSBC            
  (Qinhuangdao)
Tinplate Industrial Co., Ltd.
    USD   3,693,120   4,644 
  POSCO-Malaysia SDN BHD HSBC and others  USD   63,306,150   79,607 
POSCO-Japan Co., Ltd. 
 POSMETAL Co., Ltd. Mizuho Bank and others  JPY   1,740,000,000   24,254 
  POSCO-JOPC Co., Ltd. Mizuho Bank and others  JPY   2,800,000,000   39,029 
  POSCO-JNPC Co., Ltd. Mizuho Bank and others  JPY   4,800,000,000   66,907 
  POSCO-JYPC Co., Ltd. Mizuho Bank and others  JPY   3,100,000,000   43,211 
                 
              W1,933,521 
                 
 
As of December 31, 2007, contingent liabilities on outstanding guarantees provided for the payment of loans of affiliated companies amounted toW577,487 million.
 
(b) As of December 31, 2008, contingent liabilities on outstanding guarantees provided to non-affiliated companies for the repayment of loans are as follows:
 
                 
  Entity Being
   Amount
    
Grantors
 Guaranteed Financial Institution Guaranteed  Won Equivalent 
    (In millions of Korean won)         
 
POSCO
 DC Chemical Co., Ltd. E1 Coporation  KRW   320  W320 
  Zeus Related creditors  JPY   52,795,000,000   735,904 
POSCO E & C Co., Ltd. 
 The first district of Minrak, Busan Kookmin Bank  KRW   38,680   38,680 
  Association of the first
district of Mokdong, Daejeon
 Woori Bank  KRW   5,060   5,060 
  Pan Pacific Corp. Korea Exchange Bank  KRW   10,998   10,998 
Posteel Co., Ltd. 
 GIPI Qutar National Bank and others  USD   12,000,000   15,090 
  Asia Speciality Steel Co., Ltd. Yamaguchi Bank and others  JPY   2,700,000,000   37,635 
POSCON Co., Ltd. 
 Dalian Poscon Dongbang
Automatic Co., Ltd.
 STX Construction (dalian) Co., Ltd.
and others
  KRW   1,878   1,878 
POSCO Machinery
& Engineering Co., Ltd. 
 Jaesan Energy Co., Ltd. Hana Bank  KRW   7,189   7,189 
 
 Changhwan Dep. Co., Ltd. Hana Bank  KRW   6,980   6,980 
  Halla Precision Eng. Co., Ltd. Shinhan Bank            
       KRW   5,712   5,712 
Samjung Packing &
Aluminum Co., Ltd. 
 Pyungsan Si Co., Ltd. Seoul Guarantee Insurance Company  KRW   963   963 
Daewoo Engineering
Company
 Dongwon Systems Corporation Korean National Housing            
    Coporation  KRW   17,100   17,100 
  Vasis Corp. Hyundai Rotem Company and others  KRW   754   754 
  Sen Structural Engineers Co., Ltd. Youngdong Construction Co., Ltd.            
    and others  KRW   69   69 
  Kocen Co., Ltd. Korea Power Engineering Co., Inc. and others  KRW   13,121   13,121 
  Hyundai ENG Co., Ltd. Samsung C&T Corporation and others  KRW   44,915   44,915 
                 
              W942,368 
                 
 
As of December 31, 2007, the Company has outstanding payment guarantees for non-affiliated companies and others amounting to W526,304 million.

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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(c) As of December 31, 2008, the Company and certain subsidiaries acquired certain tools and equipment under operating lease agreements with Macquarie Capital Korea Co., Ltd. The Company’s lease expenses, with respect to the above lease agreements, amounted toW7,937 million for the year ended December 31, 2008. Future lease payments under the above lease agreements are as follows:
 
     
Period
 Amount 
  (In millions of Korean won) 
 
2009
 W6,467 
2010
  3,453 
2011
  1,210 
2012
  376 
2013
  8 
Thereafter
  2 
     
  W11,516 
     
 
(d) As of December 31, 2008, the Company and certain subsidiaries are defendants in legal actions arising from the normal course of business. Details are as follows:
 
         
Company
 Plaintiff Amount  Description
  (In millions of Korean won)
 
POSCO
 Songdo Construction Co., Ltd. and others  6,898  9 lawsuits including claim for operation damages due to loss of the sands at beach
POSCO E & C Co., Ltd. 
 National Tax Service and others  42,339  Litigation on penalties levied and 47 other litigations
POSCO Machinery & Engineering Co., Ltd. 
 Wonwoo Construction Co., Ltd.  188  Claims on fees payable for the construction provided
Daewoo Engineering Company
 Dong Yang Cement Corp.  5,792  Provision for construction warranty of Dong-Yang Cement Power Plant.
POSCO Architects & Consultants Co., Ltd. 
 Miwha Concrete Co., Ltd.  38  Claims on consulting fees payable
POSCON Co., Ltd. 
 Korea Labor Welfare Corporation  106  Claims on indemnity
POS-Tianjin Coil Center Co., Ltd. 
 Beijing Tian Yu  93  Claim of accounts receivable collection.
 
The Company believes that although the outcome of these matters is uncertain, they would not result in a material loss for the Company.
 
(e) POSCO entered into long-term contracts to purchase iron ore, coal, nickel, chrome and stainless steel scrap. These contracts generally have terms of five to ten years and provide for periodic price adjustments to the market price. As of December 31, 2008, 384 million tons of iron ore and 51 million tons of coal remained to be purchased under such long-term contracts.
 
(f) On July 1, 2005, POSCO entered into an agreement with Tangguh Liquefied Natural Gas (LNG) Consortium in Indonesia regarding the commitment to purchase 550 thousand tons of LNG annually for 20 years. Purchase price is subject to change, following change of monthly standard oil price (JCC) and also price of ceiling is applicable.
 
(g) POSCO entered into a commitment of foreign currency long-term borrowings which is limited up to the amount of USD6.86 million. The borrowing is related to the exploration of gas hydrates in Aral Sea, Uzbekistan and


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
the repayment of which depends on the success of the project. POSCO is not liable for the repayment of full or part of money borrowed if the project fails and also POSCO has agreed to pay certain portion of its profits under certain conditions as defined by borrowing agreement.
 
(h) POSCO Power Corp. provides its whole capacity to Korea Electric Power Corp. in accordance with a long term contract. The price of electric power provided by POSCO Power Corp. is decided using the method of compensating fixed payments and expenses for the cost of production and the investment on electric power production equipment based on the contract. In addition, the Company has been provided with payment guarantee of W36,160 million from Seoul Guarantee Insurance as electric power supply collateral to Korea Electric Power Corp.
 
(i) As of December 31, 2008, commitments and other contingencies for outstanding guarantees provided to non-affiliated companies are as follows:
 
1) As of December 31, 2008, POSCO has bank overdraft agreements of up to W310,000 million with Woori Bank and other six banks. In addition, POSCO entered into a credit purchase loan agreement with Industrial Bank of Korea and five other banks for credit lines of up toW205,000 million and short-term borrowing agreement of up to W25,000 million with Woori Bank and four other banks. POSCO has an agreement with Woori Bank and others to open letters of credit, documents against acceptance and documents against payment amounting to USD1,520 million and to borrow USD320 million in foreign short-term borrowings. The accounts receivables in foreign currency sold to financial institutions and outstanding as of December 31, 2008, amount to USD89 million for which POSCO is contingently liable upon the issuers’ default.
 
2) As of December 31, 2008, POSCO E&C Co., Ltd. has provided 20 blank promissory notes, seven blank checks and nine notes amounting to W116,804 million Korea Housing Guarantee Co., Ltd. and others as collateral for agreements and outstanding loans.
 
3) POSCO E&C Co., Ltd. has provided the completion guarantees for Samsung Corporation amounting toW1,572,712 million while Samsung Corporation provides the completion guarantees and payment guarantees on customers’ borrowings on behalf of POSCO E&C Co., Ltd. amounting toW1,150,167 million as of December 31, 2008. Also, POSCO E&C Co., Ltd. has provided the guarantee of debts for Sejin Major Inc. and 14 other companies amounting to W1,444,832 million and USD22 million.
 
4) As of December 31, 2008, Posteel Co., Ltd. has entered into local and foreign credit agreements, of up toW681,546 million and with Hana Bank and other banks of which W390,656 million remains unused. In addition, Posteel Co., Ltd. has an outstanding document against acceptance amounting to USD64 million, an unsettled document against payment in relation to exports amounting to USD17 million and balance of usance amounting to USD3 million.
 
5) As of December 31, 2008, POSCON Co., Ltd. has credit purchase loan agreements with Shinhan Bank and other banks for credit lines of up toW113,411 million and USD14 million and revolving loan agreements of whichW106,697 million and USD9 million remains unused. Additionally, as of December 31, 2008, POSCON Co., Ltd. has provided a note amounting toW1,518 million to Gyeonggi CES Co., Ltd. as a guarantee for its execution of a contract.
 
6) As of December 31, 2008, POSCO Coated & Color Steel Co., Ltd. has provided a blank promissory note to Korea Zinc Company Ltd. as a guarantee for its repayment of loan. In addition, POSCO Coated Steel Co., Ltd. has local credit loan agreements, credit purchase loan agreements and letters of credit in relation to trade of up toW14,000 million and USD0.5 million with Shinhan Bank and other banks. POSCO Coated Steel Co., Ltd. has entered into an agreement with the Export and Import Bank of Korea for export financing of up toW50,000 million, and has entered into an agreement to discount accounts receivables of up toW1,000 million with Hana Bank.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
7) As of December 31, 2008, POSCO Machinery & Engineering Co., Ltd. has entered into a local credit loan agreements, credit purchase loan agreements and foreign credit loan agreement of up toW44,000 million with Shinhan Bank andW38,709 million remains unused. In addition, POSCO Machinery & Engineering Co., Ltd. has entered into an agreement with Shinhan Bank for NTD up toW600 million andW147 million remains unused. POSCO Machinery & Engineering Co., Ltd. has entered into an agreement to open a foreign letter of credit up to USD10 million and USD3 million are used as of December 31, 2008.
 
8) As of December 31, 2008, POSDATA Co., Ltd. entered into loan on bills agreements of up toW155,000 million and USD10 million with Shinhan Bank and other four banks, and has usedW58,844 million.
 
9) As of December 31, 2008, POSCO Architects & Consultants Co., Ltd. has entered into an agreement of discounting notes receivables of up toW3,000 million, credit facility to purchase inventories of up toW2,000 million and guarantees provided of up to USD1 million.
 
10) As of December 31, 2008, POSCO Specialty Steel Co., Ltd. has a loan agreement, secured by trade accounts receivable, of up to W80,000 million with Woori Bank and POSCO Specialty Steel Co., Ltd. has usedW38,085 million of this loan agreement. In addition, POSCO Specialty Steel Co., Ltd. has agreements with Woori Bank and seven other banks for opening letters of credit of up to USD54.5 million, and for a loan of up toW150,000 million and POSCO Specialty Steel Co., Ltd. has used USD4.4 million, JPY203 million and EUR0.3 million.
 
11) As of December 31, 2008, POSCO Refractories & Environment Co., Ltd. has a bank overdraft agreement and has entered into a credit purchase loan, foreign letter of credit of up toW24,000 million and USD8 million with Bu-San Bank.
 
12) As of December 31, 2008, POSMATE Co., Ltd. has provided a blank promissory note to Hyundai Motor Service as a guarantee for the maintenance of vehicles. In addition, POSMATE Co., Ltd. has a bank overdraft agreements of up toW3,000 million with Woori Bank.
 
13) As of December 31, 2008, Samjung Packing & Aluminum Co., Ltd. has a credit purchase loan of up to W45,000 million with Woori Bank and another bank and has entered into loan on bills agreement of up to USD20 million with Export and Import Bank of Korea related to investment to mine of molybden. Samjung Packing & Aluminum Co., Ltd. has entered into an agreement with Woori Bank and another bank for usance transaction in relation to trade of up to USD60 million. Also, Samjung Packing & Aluminum Co., Ltd. has a loan agreement with Korea Exchange Bank of up toW9,000 million and a B2B loan agreement with Woori Bank of up to W7,000. The accounts receivable in foreign currency sold to financial institutions and outstanding as of December 31, 2008 amount toW10,175 million for which Samjung Packing & Aluminum Co., Ltd. is contingently liable upon the issuers’ default.
 
14) As of December 31, 2008, POSCORE Co., Ltd. entered into credit purchase loan agreements of up toW31,000 million with Kookmin Bank and other two banks, and trade account receivables discounting agreements of up to W4,060 million with Hana Bank and another bank. The accounts receivable in foreign currency sold to financial institutions and outstanding as of December 31, 2008 amount toW1,516 million for which Poscore Co., Ltd. is contingently liable upon the issuers’ default. As of December 31, 2008, 7 promissory notes and a check were provided by POSCORE Co., Ltd. however it is not contingently liable associated with the related promissory notes and check as of December 31, 2008.
 
15) As of December 31, 2008, Daewoo Engineering Company has provided four notes, approximately amounting toW5,752 million, to other financial institutions as collateral for agreements. In addition, Daewoo Engineering Company has overdraft agreements and credit purchase loan agreements of up to W64,612 million, and loan agreement up to W28,700 million with Citibank Korea Inc. Daewoo Engineering Company has a loan agreement of up to W10,000 million with Korea Exchange Bank.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
16) As of December 31, 2008, POSCO America Corporation has loan agreements of up to USD85 million with Bank of America and other banks and has used USD78.5 million.
 
17) As of December 31, 2008, POSCO Asia Co., Ltd. has loan agreements of up to USD230 million with Bank of America and other banks and has used USD71 million.
 
18) As of December 31, 2008, POS-Tianjin Coil Center Co., Ltd. has loan agreements of up to CNY 90 million and USD7 million with HSBC and has used CNY 66 million and USD7 million, respectively.
 
19) As of December 31, 2008, IBC Corporation has loan agreements of up to USD43 million with Export and Import Bank of Korea.
 
20) As of December 31, 2008, Zhangjiagang Pohang Stainless Steel Co., Ltd. has loan agreements of up to CNY6,490 million and USD320 million with Bank of China and other banks.
 
21) As of December 31, 2008, Qingdao Pohang Stainless Steel Co., Ltd. has a loan agreement up to CNY1,150 million with Bank of China and others, and has outstanding balance of USD60 million and CNY100 million.
 
22) As of December 31, 2008, POSCO (Suzhou) Automotive Processing center Co., Ltd. has a loan agreement up to USD71 million with China Agriculture Bank and has outstanding balance of USD31 million.
 
23) As of December 31, 2008, POS-Qingdao Coil Center Co., Ltd. has a loan agreement up to USD16 million and CNY63 million with HSBC and others, and has outstanding balance of USD16 million and CNY9 million.
 
24) As of December 31, 2008, POSCO-Japan Co., Ltd. has bank overdraft agreements for working capital of up to JPY54,420 million with MIZUHO bank and has outstanding balance of JPY40,073 million.
 
25) As of December 31, 2008, POSCO-Foshan steel processing center Co., Ltd. has a loan agreement up to USD170 million and has outstanding balance of USD32 million.
 
26) As of December 31, 2008, POS-MPC S.A. de C.V. has a loan agreement up to USD60.6 million with Standard Chartered and has outstanding balance of USD45.6 million.
 
17  Capital Stock
 
Under the Articles of Incorporation, the Company is authorized to issue 200 million shares of capital stock with a par value of W5,000 per share. As of December 31, 2008, exclusive of retired stock, 87,186,835 shares of common stock have been issued.
 
The Company is authorized, with the Board of Directors’ approval, to retire treasury stock in accordance with applicable laws up to the maximum amount of certain undistributed earnings. The 9,293,790 shares of common stock were retired with the Board of Directors’ approval.
 
As of December 31, 2008, ending balance of capital stock is amounted to W482,403 million; however, it is different from par value amounted toW435,934 million due to retirement of treasury stock.
 
As of December 31, 2008, total shares of ADRs are 62,994,368 shares, equivalent to 15,748,592 of common shares.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
18  Capital Surplus
 
Capital surplus as of December 31, 2008 and 2007 are as follows:
 
         
 
 2008  2007 
  (In millions of Korean won) 
 
Additional paid-in capital
 W463,825   463,205 
Revaluation surplus
  3,224,770   3,224,770 
Others
  630,488   488,617 
         
  W4,319,083   4,176,592 
         
 
19.  Retained Earnings
 
Retained earnings as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Appropriated
        
Legal reserve
 W241,202   241,202 
Appropriated retained earnings for business rationalization
  918,300   918,300 
Reserve under Korean Tax Law
  1,071,667   1,445,000 
Voluntary reserve
  18,739,895   15,513,068 
         
   20,971,064   18,117,570 
Unappropriated
  4,422,182   3,649,732 
         
  W25,393,246   21,767,302 
         
 
20.  Dividends
 
(a) Details of interim and year-end dividends for the years ended December 31, 2008, 2007 and 2006, are as follows:
 
Interim Cash Dividends
 
                         
  2008  2007  2006 
  Dividend
  Dividend
  Dividend
  Dividend
  Dividend
  Dividend
 
  Ratio (%)  Amount  Ratio (%)  Amount  Ratio (%)  Amount 
  (In millions of Korean won) 
 
Common shares
  50  W188,485   50  W189,541   40  W155,561 
                         
 
Year-end Cash Dividends
 
                         
  2008  2007  2006 
  Dividend
  Dividend
  Dividend
  Dividend
  Dividend
  Dividend
 
  Ratio (%)  Amount  Ratio (%)  Amount  Ratio (%)  Amount 
  (In millions of Korean won) 
 
Common shares
  150  W574,274   150  W566,552   120  W465,558 
                         


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Notes to Consolidated Financial Statements — (Continued)
 
(b) Details of the dividend payout ratios and dividend yield ratios for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
                         
  2008 2007 2006
  Dividend Payout
 Dividend Yield
 Dividend Payout
 Dividend Yield
 Dividend Payout
 Dividend Yield
  Ratio(%) Ratio (%) Ratio (%) Ratio (%) Ratio (%) Ratio (%)
 
Common shares
  17.42   2.63   21.25   1.74   18.74   2.59 
 
21.  Capital Adjustments
 
(a) Capital adjustments as of December 31, 2008 and 2007 are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Treasury stock Others
 W(2,502,014)  (2,715,964)
   (7,067)  (11,183)
         
  W(2,509,081)  (2,727,147)
         
 
(b) Treasury stocks which are maintained for stabilization of stock price in accordance with decision made by the Board of Directors as of December 31, 2008 and 2007 are as follows:
 
             
  2008  2007 
  Number of Shares  Book Value  Book Value 
  (In millions of Korean won) 
 
Treasury stock
  8,255,034  W1,760,819   2,011,601 
Specified money in trust
  2,361,885   741,195   704,363 
             
   10,616,919  W2,502,014   2,715,964 
             
 
The voting rights of treasury stock are restricted in accordance with the Korean Commercial Code of the Republic of Korea. In addition, the Company sold 402,520 shares of its treasury stock to the association of employee stock ownership on October 28, 2008, as approved by the Board of Directors on October 10, 2008, and the difference between the fair value and the proceeds from the sale was recognized as other employee benefit expense.
 
22.  Stock Appreciation Rights
 
(a) The Company granted stock appreciation rights to its executive officers in accordance with the stock appreciation rights plan approved by the Board of Directors. The details of the stock appreciation rights granted are as follows:
 
               
  1st Grant 2nd Grant 3rd Grant 4th Grant 5th Grant 6th Grant Total
 
Before the modifications(*)
            
Number of shares
 498,000 shares 60,000 shares 22,000 shares 141,500 shares 218,600 shares 90,000 shares 1,030,100 shares
Exercise price
 W98,400 per share W135,800 per share W115,600 per share W102,900 per share W151,700 per share W194,900 per share  
After the modifications(*)
            
Grant date
 July 23, 2001 April 27, 2002 September 18, 2002 April 26, 2003 July 23, 2004 April 28, 2005  
Exercise price
 W98,900 per share W136,400 per share W116,100 per share W102,900 per share W151,700 per share W194,900 per share  
Number of shares granted
 453,576 shares 55,896 shares 20,495 shares 135,897 shares 214,228 shares 90,000 shares 970,092 shares
Number of shares cancelled
 19,409 shares     19,409 shares  
Number of shares exercised
 434,167 shares 50,511 shares 6,931 shares 118,909 shares 79,684 shares 62,000 shares 752,202 shares
Number of shares outstanding
  5,385 shares 13,564 shares 16,988 shares 134,544 shares 28,000 shares 198,481 shares
Exercise period
 July 24, 2003 April 28, 2004 Sept. 19, 2004 April 27, 2005 July 24, 2006 April 29, 2007  
  — July 23, 2008 — April 27, 2009 — Sept 18, 2009 — April 26, 2010 — July 23, 2011 — April 28, 2012  


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
 
(*) The Company modified the number of shares granted under the stock appreciation rights and the exercise price, as presented above (1st, 2nd, 3rd, 4th and 5th), in accordance with the resolutions of the Board of Directors on April 26, 2003, October 17, 2003 and October 22, 2004.
 
(b) Stock appreciation rights are all related to POSCO and these stock appreciation rights were fully vested.
 
(c) Expense (or income) related to stock appreciation rights granted to executives incurred for the year ended December 31, 2008 are as follows:
 
                             
  1st Grant  2nd Grant  3rd Grant  4th Grant  5th Grant  6th Grant  Total 
  (In millions of Korean won) 
 
Prior periods
 W60,825  W14,050  W7,837  W35,145  W88,823  W34,000  W240,680 
Current period
  (880)  (3,249)  (2,994)  (5,375)  (34,143)  (8,514)  (55,155)
                             
  W59,945  W10,801  W4,843  W29,770  W54,680  W25,486  W185,525 
                             
 
As of December 31, 2008 and 2007, liabilities related to stock appreciation rights amounted to W42,779 million and W123,479 million, respectively.
 
(d) The following table summarizes information about appreciation rights granted:
 
                         
  2008  2007  2006 
  Number of Stock
  Weighted-Average
  Number of Stock
  Weighted-Average
  Number of Stock
  Weighted-Average
 
Stock Appreciation
 Appreciation
  Exercise Price per
  Appreciation
  Exercise Price per
  Appreciation
  Exercise Price per
 
Rights Outstanding
 Rights  Share  Rights  Share  Rights  Share 
  (In Korean Korean won) 
 
Beginning of year
  279,472  W145,170   460,335  W145,238   534,642  W140,258 
Granted
                  
Excercised
  (80,991)  115,715   (180,863)  145,344   (74,307)  109,404 
Canceled
                  
Forfeited
                  
                         
Stock appreciation rights outstanding, end of year
  198,481   150,770   279,472   145,170   460,335   145,238 
                         
Exercisable at the year end
  198,481  W150,770   279,472  W145,170   370,335  W133,169 
                         
Weighted-average fair value at grant date
     W140,206      W116,176      W116,176 
                         
 
(e) The following table summarizes information about stock appreciation rights outstanding at December 31, 2008:
 
             
  Appreciation Rights Outstanding 
     Weighted-Average
  Weighted-Average
 
     Remaining
  Exercise Price
 
Exercise Prices
 Shares  Contractual Life  per Share 
  (In Korean won) 
 
136,400
  5,385   0.32 years  W136,400 
116,100
  13,564   0.72 years   116,100 
102,900
  16,988   1.32 years   102,900 
151,700
  134,544   2.56 years   151,700 
194,900
  28,000   3.33 years   194,900 
             
   198,481   2.37 years  W150,770 
             


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
23.  Derivative Financial Instruments
 
The Company has entered into cross currency swap agreements to reduce interest rates and currency risks and currency forward contracts with financial institutions to hedge the fluctuation risk of future cash flows. The gains and losses on currency swap and currency forward contracts for the years ended December 31, 2008 and 2007 and related contracts outstanding as of December 31, 2008 and 2007 are as follows:
 
                                   
        Valuation Gain/Loss    
           Comprehensive
  Transaction Gain/Loss 
        Income Statement  Income (*2)  Income Statement 
Company
 Type of Transaction Purpose of Transaction Financial Institutions 2008  2007  2008  2007  2006  2008  2007 
  (In millions of Korean won) 
 
POSCO
 Currency forward Hedge Woori Bank and others W  W301  W     W  W830  W7,638 
  Embedded derivative (*1) Exchangeable Bonds Related creditors                            
         17,985                   
POSCO E&C Co., Ltd. 
 Currency forward Fair market value hedge HSBC and others  (124,870)  (1,394)        (790)  (53,070)  185 
  Currency Swap Cash flow hedge Calyon Bank and others  72,182      (4,634)        1,718    
  Valuation of Fixed contract Fair market value hedge   177,940                   
Posteel Co.,Ltd. 
 Currency forward Trading SC Korea First Bank                 2,659   (3)
POSCO Coated & Color Steel Co., Ltd. 
 Currency forward Trading Shinhan Bank                 (3,325)  49 
  Currency Option Trading SC Korea First Bank and others  (138,472)  1,329         1,844   (19,228)  2,860 
  Currency Swap Trading SC Korea First Bank and others  10,451   58            9,570    
POSCO Machinery & Engineering Co., Ltd.
 Currency forward Trading Korea Exchange Bank and others  (2,482)              (3,606)   
POSDATA Co., Ltd.
 Currency forward Cash flow hedge Korea Exchange Bank                    (10)
POSCO Specialty Steel Co., Ltd. 
 Currency forward Trading SC Korea First Bank  (2)  1         (17)     (47)
  Currency Swap Fair market value hedge SC Korea First Bank     65                
  Currency Swap Cash flow hedge SC Korea First Bank           (524)     9,186    
Samjung Packing & Aluminum Co., Ltd. 
 Currency future Trading Woori Bank and others  215                   
POSCO Power Corp. 
 Currency forward Trading Nong Hyup Bank and others                 (1,365)  431 
  Currency Swap Cash flow hedge Calyon Bank and others  28,737   1,368   (6,035)  (3,510)        274 
  Currency Swap Cash flow hedge Bank of Tokyo-Mitsubishi UFJ  23,063      (131)            
Daewoo Engineering Company
 Currency forward Trading Citi Bank  (5,886)              (5,385)   
POSCO Austria Pty. Ltd. 
 Derivatives Trading MML  (584)  7,359                
POS-MPC S.A. de C.V.
 Currency future Cash flow hedge Standard Chartered     37            (149)   
                                   
        W58,277  W9,124  W(10,800) W(4,034) W1,037  W(62,165) W11,377 
                                   
 
 
(*1) The Company applied derivative accounting as exchangeable right to investors related to exchangeable bond issued in August 19, 2008 met the criteria of embedded derivatives. Fair values of exchangeable right areW27,184 million (JPY 2,867,605,334) at the date of issue and W9,199 million (JPY 659,937,500) as of December 31, 2008. This exchangeable right is included in other long-term liabilities. (note 13)
 
(*2) Unrealized gain and loss on derivative financial instruments designated as cash flow hedges are recorded as other comprehensive income, net of tax effect.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
24.  Selling and Administrative Expenses
 
Selling and administrative expenses for the years ended December 31, 2008, 2007 and 2006, are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Transportation and storage
 W781,425  W619,499  W539,589 
Salaries
  256,959   218,206   183,943 
Welfare
  159,732   123,584   111,666 
Depreciation and amortization
  106,271   87,257   72,983 
Fees and charges
  124,123   97,100   62,610 
Advertising
  98,780   103,979   87,666 
Research and development expenses
  94,571   52,846   54,035 
Severance benefits
  52,433   44,779   26,109 
Sales commissions
  83,057   54,955   42,644 
Travel
  30,537   25,870   21,468 
Rent
  24,204   19,389   16,313 
Repairs
  13,135   12,693   8,846 
Training
  24,397   20,094   18,496 
Office supplies
  8,482   9,053   6,957 
Provision for doubtful accounts
  24,033   62,026   117,337 
Meeting
  11,612   10,240   9,368 
Taxes and public dues
  29,595   29,519   18,936 
Vehicle expenses
  4,626   3,947   2,941 
Membership fees
  8,312   8,593   7,273 
Sales promotions
  7,638   5,651   22,471 
Entertainment
  12,542   10,561   7,904 
Others
  49,904   165,376   116,860 
             
  W2,006,368  W1,785,217  W1,556,415 
             
 
25.  Income Taxes
 
(a) Income tax expense for the years ended December 31, 2008, 2007 and 2006, are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Current income taxes(*)
 W2,181,238  W1,341,252  W1,086,215 
Deferred income taxes
  (358,250)  51,397   28,531 
Carryforward income tax
  (9,976)  2,714   3,948 
Items charged directly to shareholders’ equity
  (50,923)  (61,559)  (19,180)
Tax effect due to consolidation entries
  (28,106)  (59,578)  (177,563)
             
  W1,733,983  W1,274,226  W921,951 
             
 
 
(*) Additional tax payments (or tax refunds) arising from finalized tax assessment are added or deducted in current income taxes.


F-67


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
Deferred tax assets and liabilities are computed on temporary differences by applying enacted or substantively enacted statutory tax rates applicable to the years when such differences are expected to reverse. The effect of enacted tax rate changes amounting to W74,493 million was recorded in income tax expenses.
 
(b) The following table reconciles the expected amount of income tax expense based on statutory rates to the actual amount of taxes recorded by the Company for the years ended December 31, 2008, 2007 and 2006:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Net income before income tax expense
 W6,095,639  W4,898,931  W4,284,591 
Income tax expense computed at statutory rate
  1,676,301   1,347,206   1,178,260 
Adjustments:
            
Tax credit
  (167,962)  (159,816)  (181,739)
Effect of changes in tax rate
  74,493       
Others, net (*)
  151,151   86,836   (74,570)
             
Income tax expense
 W1,733,983  W1,274,226  W921,951 
             
Effective rate (%)
  28.4   26.0   21.5 
             
 
 
(*) Others mainly consist of changes in deferred tax assets subject to possibility of realization amounting toW119,632 million for the year ended December 31, 2008.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(c) Changes in temporary differences and deferred income taxes for the years ended December 31, 2008 and 2007 are as follows:
 
                         
  Temporary Differences  Deferred Income Tax 
  Dec. 31, 2007  Inc. (dec.)  Dec. 31, 2008  Dec. 31, 2007  Inc. (dec.)  Dec. 31, 2008 
  (In millions of Korean won) 
 
Deductible temporary differences:
                        
Reserve for special repairs
 W(301,751) W19,926  W(281,825) W(82,982) W20,560  W(62,422)
Allowance for doubtful accounts
  292,763   (192)  292,571   80,532   (16,746)  63,786 
Reserve for technology developments
  (1,101,734)  1,092,270   (9,464)  (302,976)  300,826   (2,150)
Dividend income from related companies
  366,233   65,264   431,497   100,714   (5,785)  94,929 
Depreciation expense
  (147,993)  (126,675)  (274,668)  (40,115)  (20,079)  (60,194)
Valuation of equity method investments
  (1,296,880)  (79,165)  (1,376,045)  (274,370)  63,566   (210,804)
Prepaid expenses
  34,431   34,796   69,227   9,467   6,822   16,289 
Impairment loss on property, plant and equipment
  420,085   (294,058)  126,027   121,483   (78,816)  42,667 
Gain/Loss on foreign currency
     634,028   634,028      140,283   140,283 
Accrued severance benefits
  161,926   13,312   175,238   44,574   (5,198)  39,376 
Group severance insurance deposits
  (44,275)  (70,466)  (114,741)  (12,175)  (13,746)  (25,921)
Provision for construction losses
  21,227   15,016   36,243   5,836   2,276   8,112 
Provision for construction warranty
  21,065   5,530   26,595   5,794   58   5,852 
Appropriated retained earnings for technological development
  (2,833)  833   (2,000)  (780)  318   (462)
Accrued income
  (8,328)  8,396   68   (2,313)  2,328   15 
Accrued on valuation of Inventories
  695   11,426   12,121   190   2,754   2,944 
Others
  293,860   (18,491)  275,369   73,419   (41,171)  32,248 
                         
  W(1,291,509) W1,311,750  W20,241  W(273,702) W358,250  W84,548 
                         
Deferred tax from tax credit and others:
                        
Tax credit
 W22,725  W(4,424) W18,301  W19,949  W(3,478) W16,471 
Deficit carried forward
  9,188   26,326   35,514   2,526   5,287   7,813 
Others
           (8,167)  8,167    
                         
  W31,913  W21,902  W53,815  W14,308  W9,976  W24,284 
                         
Deferred income taxes recognized directly to equity:
                        
Capital adjustment arising from equity method investments
 W(272,948) W(448,800) W(721,748) W(75,060) W(84,440) W(159,500)
Gain on valuation of available-for-sale securities
  (1,315,772)  975,546   (340,226)  (364,373)  290,151   (74,222)
Loss on valuation of available-for-sale securities
  239,451   723,091   962,542   65,891   146,249   212,140 
Others
  4,276   10,342   14,618   1,176   2,023   3,199 
                         
  W(1,344,993) W1,260,179  W(84,814) W(372,366) W353,983  W(18,383)
                         
Tax effect on elimination of intercompany profit
              237,683   28,106   265,789 
                         
              W(394,077) W750,315  W356,238 
                         


F-69


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                         
  Temporary Differences  Deferred Income Tax 
  Dec. 31, 2006  Inc. (dec.)  Dec. 31, 2007  Dec. 31, 2006(*1)  Inc. (dec.)  Dec. 31, 2007 
  (In millions of Korean won) 
 
Deductible temporary differences:
                        
Reserve for special repairs
 W(403,384) W101,633  W(301,751) W(110,930) W27,948  W(82,982)
Allowance for doubtful accounts
  345,789   (53,026)  292,763   94,977   (14,445)  80,532 
Reserve for technology developments
  (1,484,767)  383,033   (1,101,734)  (408,311)  105,335   (302,976)
Dividend income from related companies
  304,162   62,071   366,233   83,644   17,070   100,714 
Depreciation expense
  7,091   (155,084)  (147,993)  2,684   (42,799)  (40,115)
Valuation of equity method investments
  (718,357)  (578,523)  (1,296,880)  (166,730)  (107,640)  (274,370)
Prepaid expenses
  42,084   (7,653)  34,431   11,555   (2,088)  9,467 
Impairment loss on property, plant and equipment
  516,305   (96,220)  420,085   147,973   (26,490)  121,483 
Accrued severance benefits
  124,582   37,344   161,926   34,298   10,276   44,574 
Group severance insurance deposits
  (37,376)  (6,899)  (44,275)  (10,278)  (1,897)  (12,175)
Provision for construction losses
  15,133   6,094   21,227   4,161   1,675   5,836 
Provision for construction warranty
  18,935   2,130   21,065   5,154   640   5,794 
Appropriated retained earnings for technological development
  (3,500)  667   (2,833)  (963)  183   (780)
Accrued income
  (7,952)  (376)  (8,328)  (2,206)  (107)  (2,313)
Accrued on valuation of Inventories
  441   254   695   121   69   190 
Accrued on guarantee loss securities
  41,300   (41,300)     11,358   (11,358)   
Others
  333,308   (39,448)  293,860   81,188   (7,769)  73,419 
                         
  W(906,206) W(385,303) W(1,291,509) W(222,305) W(51,397) W(273,702)
                         
Deferred tax from tax credit and others:
                        
Tax credit
 W20,137  W2,588  W22,725  W19,004  W945  W19,949 
Deficit carried forward
  12,487   (3,299)  9,188   3,434   (908)  2,526 
Others
           (5,416)  (2,751)  (8,167)
                         
  W32,624  W(711) W31,913  W17,022  W(2,714) W14,308 
                         
Deferred income taxes recognized directly to equity:
                        
Capital adjustment arising from equity method investments
 W(112,643) W(160,305) W(272,948) W(30,975) W(44,085) W(75,060)
Gain on valuation of available-for-sale securities
  (751,593)  (564,179)  (1,315,772)  (206,689)  (157,684)  (364,373)
Loss on valuation of available-for-sale securities
  394,401   (154,950)  239,451   108,319   (42,428)  65,891 
Others
     4,276   4,276      1,176   1,176 
                         
  W(469,835) W(875,158) W(1,344,993) W(129,345) W(243,021) W(372,366)
                         
Tax effect on elimination of intercompany profit
              178,105   59,578   237,683 
                         
              W(156,523) W(237,554) W(394,077)
                         
 
26.  Earnings Per Share
 
Basic and diluted earnings per share for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won except per share information) 
 
Net income attributable to controlling interest
 W4,378,751  W3,558,660  W3,314,181 
Weighted-average number of common shares outstanding (*)
  75,493,523   75,952,869   78,694,181 
             
Basic and diluted earnings per share
 W58,002  W46,854  W42,115 
             


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(*) Basic and diluted earnings per share is computed by dividing net income allocated to common stock, by the weighted-average number of common shares outstanding for the years ended December 31, 2008, 2007 and 2006 :
 
             
  2008  2007  2006 
 
Total number of common shares issued
  87,186,835   87,186,835   87,186,835 
Weighted-average number of treasury shares
  (11,693,312)  (11,233,966)  (8,492,654)
             
Weighted-average number of common shares outstanding
  75,493,523   75,952,869   78,694,181 
             
 
27.  Comprehensive income
 
Comprehensive income for the years ended December 31, 2008, 2007 and 2006 is as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Net income
 W4,350,104  W3,677,964  W3,353,082 
Other comprehensive income
            
Gain (loss) on valuation of available-for-sale securities, net
  (1,714,939)  690,805   602,121 
Less: tax effect
  427,512   (192,094)  (169,652)
Changes in capital adjustments arising from equity method accounted investments
  48,139   27,243   9,931 
Less: tax effect
  (11,903)  (34,698)  1,705 
Foreign currency translation adjustments
  576,489   99,408   (51,839)
Less: tax effect
  (75,291)  (11,451)  5,753 
Gain on valuation of derivative instruments
  (9,175)  (5,365)   
Less: tax effect
  1,868   1,331    
             
   (757,300)  575,179   398,019 
             
Comprehensive income
 W3,592,804  W4,253,143  W3,751,101 
             
Controlling interest
 W3,571,832  W4,118,011  W3,721,622 
Minority interest
 W20,972  W135,132  W29,479 


F-71


Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
28.  Assets and Liabilities Denominated in Foreign Currencies
 
Monetary assets and liabilities denominated in foreign currencies as of December 31, 2008 and 2007 are as follows:
 
                     
  2008  2007 
     Won
     Won
 
  Foreign Currency(*2)  Equivalent  Foreign Currency(*2)  Equivalent 
  (In millions of Korean won, other currencies in thousands) 
 
Assets
                    
Cash and cash equivalents and financial instruments
 USD  129,977  W163,447  USD  231,556  W217,246 
  JPY  574,721   8,011  JPY  74,355   620 
  EUR  2,313   4,109  EUR  27   37 
  Foreign
subsidiaries
  728,786   916,448  Foreign
subsidiaries
  430,853   404,226 
Trade accounts and notes receivable
 USD  370,388   465,763  USD  323,175   303,203 
  JPY  6,855,809   95,562  JPY  6,042,643   50,355 
  EUR  14,802   26,292  EUR  7,796   10,768 
  Foreign
subsidiaries
  807,654   1,015,625  Foreign
subsidiaries
  773,033   725,259 
Other accounts and notes receivable
 USD  5,740   7,218  USD  5,235   4,499 
  JPY  8,879   124  JPY  16,960   141 
  EUR       EUR  11   15 
  Foreign
subsidiaries
  101,680   127,863  Foreign
subsidiaries
  73,300   68,770 
Short-term and long-term loans receivable
 Foreign
subsidiaries
  331,900   417,365  Foreign
subsidiaries
  186,380   174,862 
Long-term trade accounts and notes receivable
 Foreign
subsidiaries
  71   89  Foreign
subsidiaries
  71   66 
Investment securities(*1)
 Foreign
subsidiaries
  96,983   121,956  Foreign
subsidiaries
  205,885   193,161 
Guarantee deposits
 USD  553   695  USD  427   401 
  EUR  129   229  EUR  41   57 
  Foreign
subsidiaries
  7,355   9,249  Foreign
subsidiaries
  6,955   6,526 
                     
        W3,380,045        W2,160,212 
                     
 
 
(*1) Presented at face value.
 
(*2) Currencies other than US dollars, Japanese yen, and Euros are converted into US dollars. The amounts of overseas subsidiaries are converted into US dollars.
 


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                     
  2008  2007 
     Won
     Won
 
  Foreign Currency(*2)  Equivalent  Foreign Currency(*2)  Equivalent 
  (In millions of Korean won, other currencies in thousands) 
 
Liabilities
                    
Trade accounts and notes payable
 USD  432,531  W543,907  USD  410,215  W384,863 
  JPY  5,308,193   73,990  JPY  1,509,059   12,576 
  EUR  3,455   6,136  EUR  1,042   1,440 
  Foreign
subsidiaries
  439,043   552,097  Foreign
subsidiaries
  520,780   488,595 
Other accounts and notes payable
 USD  37,652   47,347  USD  45,304   42,505 
  JPY  2,861,507   39,886  JPY  636,330   5,302 
  EUR  9,256   16,441  EUR  446   617 
  Foreign
subsidiaries
  76,183   95,800  Foreign
subsidiaries
  44,335   41,595 
Accrued expenses
 USD  1,573   1,977  USD  2,552   2,394 
  JPY  2,322   32  JPY      
  Foreign
subsidiaries
  26,472   33,289  Foreign
subsidiaries
  27,297   25,610 
Short-term borrowings
 USD  304,956   383,482  USD  194,394   182,380 
  Foreign
subsidiaries
  1,926,753   2,422,892  Foreign
subsidiaries
  1,355,638   1,271,860 
Withholdings
 USD  19,349   24,331  USD  5,122   4,805 
  JPY  161,870   2,256  JPY  145,910   1,216 
  EUR  5,179   9,199  EUR  2,047   2,828 
  Foreign
subsidiaries
  3,688   4,638  Foreign
subsidiaries
  2,864   2,687 
Debentures(*1,3)
 USD  640,000   804,800  USD  390,000   365,898 
  JPY  182,592,205   2,545,134  JPY  101,622,000   846,847 
  Foreign
subsidiaries
  15,776   19,838  Foreign
subsidiaries
      
Long-term borrowings(*3)
 USD  36,134   45,439  USD  34,829   32,677 
  JPY  192,000   2,676  JPY  384,000   3,200 
  Foreign
subsidiaries
  923,439   1,161,224  Foreign
subsidiaries
  538,323   505,055 
Loans from foreign financial institutions(*3)
 EUR  4,601   8,172  EUR  5,237   7,234 
                     
        W8,844,983        W4,232,184 
                     
 
 
(*1) Presented at face value.
 
(*2) Currencies other than US dollars, Japanese yen, and Euros are converted into US dollars. The amounts of overseas subsidiaries are converted into US dollars.
 
(*3) Includes current portion of long-term debts.

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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
29.  Related Party Transactions
 
(a) As of December 31, 2008, the subsidiaries of the Company are as follows:
 
Domestic (25)POSCO E&C Co., Ltd., Posteel Co., Ltd., POSCON Co., Ltd., POSCO Coated & Color Steel Co., Ltd., POSCO Machinery & Engineering Co., Ltd., POSDATA Co., Ltd., POSCO Research Institute, Seung Kwang Co., Ltd., POSCO Architects & Consultants Co., Ltd., POSCO Specialty Steel Co., Ltd., POSCO Machinery Co., Ltd., POSTECH Venture Capital Corp, POSTECH 2006 Energy Fund, POSCO Refractories & Environment Co., Ltd. (POSREC), POSCO Terminal Co., Ltd., POSMATE Co., Ltd., Samjung Packing & Aluminum Co., Ltd., POSCO Power Corp., PHP Co., Ltd., PNR Co., Ltd., Megaasset Co., Ltd., Daewoo engineering Company, Metapolis Co., Ltd., POSCORE Co., Ltd. Universal Studio Resort Development Co., Ltd.
 
Overseas (48)POSCO America Corporation(POSAM), POSCO Australia Pty. Ltd.(POSA), POSCO Canada Ltd.(POSCAN), POSCAN Elkview Coal Ltd., POSCO Asia Co., Ltd.(POA), VSC POSCO Steel Corporation(VPS), Dalian POSCO-CFM Coated Steel Co., Ltd., POS-Tianjin Coil Center Co., Ltd., POSMETAL Co., Ltd., Shanghai Real Estate Development Co., Ltd., IBC Corporation, POSLILAMA Steel Structure Co., Ltd., Zhangjiagang Pohang Stainless Steel Co., Ltd., POSCO (Guangdong) Steel Co., Ltd., POSCO Thailand Bangkok Processing Center Co., Ltd., Myanmar POSCO Steel Co., Ltd., Zhangjiagang POSHA Steel Port Co., Ltd.(ZPSP), POSCO-JOPC Co., Ltd., POSCO Investment Co., Ltd., POSCO-MKPC SDN BHD, Qingdao Pohang Stainless Steel Co., Ltd., POSCO(Suzhou) Automotive Processing Center Co., Ltd., POSEC-Hawaii Inc., POS-Qingdao Coil Center Co., Ltd., POS-Ore Pty. Ltd., POSCO-China Holding Corp., POSCO-Japan Co., Ltd., POSCO E&C(Zhangjiagang) Engineering & Consulting Co., Ltd., POS-CD Pty. Ltd, POS-GC Pty. Ltd, POSCO-India Private Ltd.,POS-IndiaPune Steel Processing Centre Pvt. Ltd., POSCO-JNPC Co., Ltd., POSCO-Foshan Steel Processing Center Co.,Ltd., POSCO E&C (Beijing) Co., Ltd., POS-MPC S. A. de C.V., Zhangjigang Pohang Port Co., Ltd., POSCO-Vietnam Co., Ltd., POSCO-Mexico Co., Ltd., POSS India Delhi Steel Processing Centre Private Limited, POS-NP Pty. Ltd., POSCO Vietnam Processing Center Co., Ltd., POSCO(Chongqing) Automotive Processing Center Co, Ltd., Suzhou POSCORE Technology Co., Ltd., POSCO-JYPC Co., Ltd., POSCO-Malaysia SDN. BHD., POS-Minerals Corporation, POSCO(Wuhu) Automotive Processing Center Co., Ltd.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(b) Significant transactions, which occurred in the ordinary course of business, with consolidated subsidiaries for the years ended December 31, 2008, 2007 and 2006, and the related account balances as of December 31, 2008 and 2007 are as follows:
 
                         
  Sales and Others(*1)  Purchases and Others(*1) 
  2008  2007  2006  2008  2007  2006 
  (In millions of Korean won) 
 
POSCO E&C Co., Ltd. 
 W13,626  W20,000  W12,134  W1,121,335  W984,030  W1,618,205 
Posteel Co., Ltd. 
  1,455,354   1,072,032   966,254   244,908   220,459   93,315 
POSCON Co., Ltd. 
  105   120   177   229,119   244,365   219,602 
POSCO Coated & Color Steel Co., Ltd. 
  609,377   436,206   367,443   1,916   1,327   853 
POSCO Machinery & Engineering Co., Ltd. 
  4,309   157   1,908   158,275   152,844   125,996 
POSDATA Co., Ltd. 
  1,685   4,516   2,290   187,186   173,660   175,046 
POSCO Research Institute
  3   3      18,946   17,280   18,553 
Seung Kwang Co., Ltd. 
  3         89   69   6 
POSCO Architects & Consultants Co., Ltd. 
  936   862   732   29,455   24,298   30,546 
POSCO Specialty Steel Co., Ltd. 
  3,697   5,175   2,844   27,122   88,258   70,299 
POSCO Machinery Co., Ltd. 
  15,302   3,480   1,929   79,549   114,378   76,189 
POSCO Refractories & Environment Co., Ltd. (POSREC)
  57,189   250   166   350,153   213,753   211,122 
POSTECH Venture Capital Co., Ltd. 
  83   94   77          
POSCO America Corporation (POSAM)
  168,663   130,150   84,227   93   686   277 
POSCO Australia Pty. Ltd. (POSA)
  27,695   18,206   17,821   71   231   2,235 
POSCO Canada Ltd. (POSCAN)
  40   40      289,015   71,120   91,502 
POSCO Asia Co., Ltd. (POA)
  951,867   600,059   440,078   215,318   121,098   73,353 
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
  3,145   22,474   487,037          
POSCO — Japan Co., Ltd. 
  1,191,222   831,711   566,208   23,233   50,939   75,170 
Others
  720,997   273,214   328,329   318,164   271,594   253,698 
                         
  W5,225,298  W3,418,749  W3,279,654  W3,293,947  W2,750,389  W3,135,967 
                         
 


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                 
  Receivables(*2)  Payables(*2) 
  2008  2007  2008  2007 
  (In millions of Korean won) 
 
POSCO E&C Co., Ltd. 
 W396,743  W186  W249,792  W105,178 
Posteel Co., Ltd. 
  220,360   104,624   21,651   12,386 
POSCON Co., Ltd. 
  62,895   7   62,943   24,842 
POSCO Coated & Color Steel Co., Ltd. 
  48,785   40,431   71   119 
POSCO Machinery & Engineering Co., Ltd. 
  18,770   6   26,054   20,431 
POSDATA Co., Ltd. 
  1,103   10   27,322   31,614 
POSCO Research Institute
  54   1   3,780   6,394 
Seung Kwang Co., Ltd. 
  1,631          
POSCO Architects Consultants Co., Ltd. 
  235   1   5,470   2,001 
POSCO Specialty Steel Co., Ltd. 
  1,843   40   4,522   8,067 
POSCO Machinery Co., Ltd. 
  5,032   50   16,401   10,445 
POSCO Refractories & Environment (POSREC)
  19,064   9   57,788   24,265 
POSTECH Venture Capital Co., Ltd. 
        68   66 
POSCO America Corporation (POSAM)
  2,818   4,447       
POSCO Australia Pty. Ltd. (POSA)
  18          
POSCO Canada Ltd. (POSCAN)
  20   21      9,635 
POSCO Asia Co., Ltd. (POA)
  27,224   24,323   2,978   1,922 
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
            
POSCO — Japan Co., Ltd. 
  21,040   30,952   1,104   6 
Others
  98,821   18,974   31,566   25,711 
                 
  W926,456  W224,082  W511,510  W283,082 
                 
 
Significant transactions, which occurred in the ordinary course of business, with equity method investees for the years ended December 31, 2008, 2007 and 2006, and related account balances as of December 31, 2008 and 2007, are as follows:
 
                         
  Sales and Others(*1)  Purchases and Others(*1) 
  2008  2007  2006  2008  2007  2006 
  (In millions of Korean won) 
 
eNtoB Corporation
 W  W  W  W288,604  W216,920  W134,703 
KOBRASCO
  4,115         63,968   72,514   141,859 
Poschrome (Proprietary) Limited
  98   35      91,467   41,735   35,009 
POSVINA Co., Ltd. 
  12,550   5,056   2,684          
USS — POSCO Industries (UPI)
  428,092   245,814   356,190          
Guangdong Xingpu Steel Center Co., Ltd. 
  10,011   3,094   10,295          
SNNC Co., Ltd. 
  2,245   343      33,867       
POSCO-SK Steel Pinghu
Processing Center Co., Ltd. 
  1                
                         
  W457,112  W254,342  W369,169  W477,906  W331,169  W311,571 
                         
 

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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
                 
  Receivables(*2)  Payables(*2) 
  2008  2007  2008  2007 
  (In millions of Korean won) 
 
eNtoB Corporation
 W  W  W6,016  W2,999 
KOBRASCO
  4,115         4,048 
USS — POSCO Industries (UPI)
     8       
Guangdong Xingpu Steel Center Co., Ltd. 
  1,825   4,276       
SNNC Co., Ltd. 
  19   1   1,926     
                 
  W5,959  W4,285  W7,942  W7,047 
                 
 
 
(*1) Sales and others include sales, non-operating income and others; purchases and others include purchases, overhead expenses and others.
 
(*2) Receivables include trade accounts, other accounts receivable and others; payables include trade accounts, other accounts payable and others.

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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(c) Eliminations of inter-company revenues and expenses for the years ended December 31, 2008, 2007 and 2006, and receivables and payables as of December 31, 2008, 2007 and 2006, are as follows:
 
                 
  Sales and
  Purchases and
       
  Others(*1)  Others(*1)  Receivables(*2)  Payables(*2) 
  (In millions of Korean won) 
 
Subsidiaries
                
POSCO
 W5,225,298  W3,293,947  W926,456  W511,510 
POSCO E&C Co., Ltd. 
  1,711,219   200,040   330,325   769,571 
Posteel Co., Ltd. 
  479,042   1,739,816   103,151   227,596 
POSCON Co., Ltd. 
  285,717   25,021   90,499   82,757 
POSCO Coated & Color Steel Co., Ltd. 
  140,313   615,459   5,590   51,098 
POSCO Machinery & Engineering Co., Ltd. 
  177,064   11,920   36,241   21,271 
POSDATA Co., Ltd. 
  226,459   6,860   41,184   1,891 
POSCO Specialty Steel Co., Ltd. 
  118,480   52,415   9,498   17,051 
POSCO Machinery Co., Ltd. 
  88,118   17,828   21,622   6,280 
POSCO Refractories & Environment Co., Ltd. (POSREC)
  365,429   59,201   64,168   19,304 
POSMATE Co., Ltd. 
  54,946   3,627   7,460   246 
Samjung Packing & Aluminum Co., Ltd. 
  287,345   27,610   31,779   2,684 
POSCORE Co., Ltd. 
  213   138,654   13   20,330 
POSCO America Corporation (POSAM)
  9,731   201,742   2,782   2,827 
POSCO Canada Ltd. (POSCAN)
  289,015   40      20 
POSCO Asia Co., Ltd. (POA)
  690,482   1,209,891   40,363   32,170 
Zhangjiagang Pohang Stainless Steel Co., Ltd. 
  484,395   16,632   25,987   1,121 
Qingdao Pohang Stainless Steel Co., Ltd. 
  186,536   380,401   2,407   16,418 
POSCO — Japan Co., Ltd. 
  213,715   1,226,022   59,667   23,235 
POSS-India Delhi Steel Processing Centre Private Limited
     21,553      4,930 
Others
  407,165   2,192,003   659,458   646,340 
                 
2008
 W11,440,682  W11,440,682  W2,458,650  W2,458,650 
                 
2007
  8,153,327   8,153,327   1,125,494   1,125,494 
2006
  7,680,520   7,680,520   929,390   929,390 
 
 
(*1) Sales and others include sales, non-operating income and others; purchases and others include purchases, overhead expenses and others.
 
(*2) Receivables include trade accounts, other accounts receivable and others; payables include trade accounts, other accounts payable and others.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(d) For the years ended December 31, 2008 and 2007, details of compensation to key management officers are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Salaries
 W46,142   36,740 
Severance benefits
  11,481   13,053 
Management achievement awards
  37,347   27,865 
Stock compensation expense
  (55,155)  123,881 
         
Total
 W39,815   201,539 
         
 
Key management officers include directors (including non-standing directors), executive officials and fellow officials who have significant influence and responsibilities in the Company’s business and operations.
 
30.  Significant non-cash Transaction
 
Significant non-cash transaction for the year ended December 31, 2008 includes increase in inventories which were transferred to the Company as settlement for trade accounts receivable in relation to POSCO E&C Co., Ltd., in the amount of W272,496 million.
 
31.  Segment and Regional Information
 
(a) The following table provides information on the significant financial status of each operating segment of the consolidated subsidiaries as of and for the year ended December 31, 2008:
 
                         
     Engineering and
        Consolidation
    
  Steel  Construction  Trading  Others  Adjustment  Consolidated 
  (In millions of Korean won) 
 
Sales
                        
Total sales
 W38,448,113   5,528,105   5,656,959   3,749,459   (11,640,000) W41,742,636 
Inter-company sales
  (6,547,017)  (1,855,696)  (1,392,356)  (1,844,931)  11,640,000    
                         
Net sales
 W31,901,096   3,672,409   4,264,603   1,904,528     W41,742,636 
                         
Operating income
 W6,628,789   283,973   49,117   488,078   (276,028) W7,173,929 
Inventories
 W7,569,508   847,481   323,164   219,574   (298,006) W8,661,721 
Investments (non-current)
  8,722,560   1,067,694   603,289   1,027,891   (6,143,269)  5,278,165 
Equity method investments
  5,094,239   659,363   537,533   688,493   (6,147,092)  832,536 
Property, plant and equipment
  17,393,603   614,477   231,164   1,637,042   (1,807,187)  18,069,099 
Intangible assets(*1)
  223,177   21,825   957   157,206   320,602   723,767 
Goodwill
  13,698   209,461      47,683      270,842 
Total Assets
 W42,884,329   6,324,810   1,976,797   4,916,085   (9,140,739) W46,961,282 
Depreciation and amortization(*2)
 W2,171,387   17,710   5,660   150,177   35,124  W2,380,058 
Capital expenditure
  3,922,096   289,775   88,405   320,417   (527,380)  4,093,313 
Stock compensation expenses
 W              W 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
The following table provides information on the significant financial status of each operating segment of the consolidated subsidiaries as of and for the year ended December 31, 2007:
 
                         
     Engineering and
        Consolidation
    
  Steel  Construction  Trading  Others  Adjustment  Consolidated 
  (In millions of Korean won) 
 
Sales
                        
Total sales
 W29,184,546   3,801,882   4,018,003   2,715,242   (8,111,932) W31,607,741 
Inter-company sales
  (4,757,641)  (1,092,309)  (874,520)  (1,387,462)  8,111,932    
                         
Net sales
 W24,426,905   2,709,573   3,143,483   1,327,780     W31,607,741 
                         
Operating income
 W4,534,201   284,632   31,068   187,613   (117,652) W4,919,862 
Inventories
 W4,258,206   454,338   126,182   145,708   (82,418) W4,902,016 
Investments (non-current)
  8,205,751   565,983   333,688   775,105   (4,641,501)  5,239,026 
Equity method investments
  4,344,174   229,022   286,404   382,443   (4,637,431)  604,612 
Property, plant and equipment
  15,110,911   142,157   198,856   1,341,015   (1,211,174)  15,581,765 
Intangible assets(*1)
  246,932   25,152   897   166,992   130,806   570,779 
Goodwill
           75,556      75,556 
Total Assets
 W34,634,495   3,246,818   1,195,492   3,530,588   (6,332,630) W36,274,763 
Depreciation and amortization(*2)
 W1,940,677   16,527   5,591   140,059   24,578  W2,127,432 
Capital expenditure
  2,787,662   79,961   919   241,643   (217,939)  2,892,246 
Stock compensation expenses
 W123,881              W123,881 
 
The following table provides information on the significant financial status of each operating segment of the consolidated subsidiaries as of and for the year ended December 31, 2006:
 
                         
     Engineering and
        Consolidation
    
  Steel  Construction  Trading  Others  Adjustment  Consolidated 
  (In millions of Korean won) 
 
Sales
                        
Total sales
 W24,281,677   3,752,233   3,046,127   2,432,735   (7,670,446) W25,842,326 
Inter-company sales
  (3,998,412)  (1,631,547)  (632,841)  (1,407,646)  7,670,446    
                         
Net sales
 W20,283,265   2,120,686   2,413,286   1,025,089     W25,842,326 
                         
Operating income
 W4,080,066   282,489   24,202   251,214   (248,824) W4,389,147 
Inventories
 W3,667,714   225,378   127,600   100,923   (103,410) W4,018,205 
Investments (non-current)
  5,871,650   434,047   276,560   523,104   (3,393,443)  3,711,918 
Equity method investments
  3,123,562   149,497   229,357   282,043   (3,577,956)  206,503 
Property, plant and equipment
  14,182,060   75,712   201,797   1,252,523   (1,068,972)  14,643,120 
Intangible assets(*1)
  262,442   25,889   430   121,579   146,742   557,082 
Goodwill
           90,105      90,105 
Total Assets
 W29,975,590   2,255,377   1,026,031   2,990,563   (5,098,488) W31,149,073 
Depreciation and amortization(*2)
 W1,719,028   12,284   5,967   135,782   (89,299) W1,783,762 
Capital expenditure
  4,043,973   26,966   233   59,300   (421,050)  3,709,422 
Stock compensation expenses
 W49,885              W49,885 
 
 
(*1) Includes goodwill.
 
(*2) Includes depreciation expense of idle property.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
 
(b) Substantially all of the Company’s operations are for the production of steel products. Net sales for the years ended December 31, 2008, 2007 and 2006, and property, plant and equipment by geographic location as of December 31, 2008 and 2007, are as follows:
 
                     
           Property, Plant
 
  Sales(*1)  and Equipment 
Customer Location
 2008  2007  2006  2008  2007 
  (In millions of Korean won) 
 
Korea
 W26,886,852  W19,969,637  W17,250,163  W15,487,750  W14,112,173 
Japan
  2,043,819   1,741,972   1,311,685   252,277   103,968 
China
  4,875,784   4,503,900   3,070,422   1,350,731   1,026,810 
Asia/Pacific, excluding Japan and China
  3,138,884   2,041,587   1,486,331   665,155   232,731 
North America
  800,817   732,002   610,240   19,703   17,800 
Others
  3,996,480   2,618,643   2,113,485   293,483   88,283 
                     
  W41,742,636  W31,607,741  W25,842,326  W18,069,099  W15,581,765 
                     
 
 
(*1) Represents revenues, net of consolidation adjustments, incurred based on customers’ locations instead of the Company and subsidiaries’ locations.
 
(c) Condensed consolidated balance sheets as of December 31, 2008 and 2007 categorized by type of business are as follows:
 
                 
  Non-Financial Institution  Financial Institution 
  2008  2007  2008  2007 
  (In millions of Korean won) 
 
Assets
                
Current assets
 W21,819,672   14,315,689  W377,961   77,844 
Non-Current assets
  24,588,267   21,748,269   175,382   132,961 
Investment assets
  5,106,522   5,109,363   171,643   129,663 
Property, plant and equipment
  18,069,079   15,581,387   20   378 
Intangible assets
  723,724   570,724   43   55 
Other non-current assets
  688,942   486,795   3,676   2,865 
                 
Total Assets
  46,407,939   36,063,958   553,343   210,805 
                 
                 
Liabilities
                
Current liabilities
  10,609,425   6,533,867   399,967   90,748 
Non-Current liabilities
  7,607,183   4,532,167   502   241 
                 
Total Liabilities
 W18,216,608   11,066,034  W400,469   90,989 
                 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(d) Condensed consolidated statements of income for the years ended December 31, 2008 and 2007 categorized by type of business are as follows:
 
                 
  Non-Financial Institution  Financial Institution 
  2008  2007  2008  2007 
  (In millions of Korean won) 
 
Sales
 W41,727,093   31,594,856  W15,543   12,885 
Cost of goods sold
  32,555,721   24,896,387   6,618   6,276 
Selling and administrative expenses
  1,999,701   1,781,474   6,667   3,743 
                 
Operating income
  7,171,671   4,916,995   2,258   2,866 
Non-operating income
  2,368,851   805,060   1,025   13,447 
Non-operating expenses
  3,441,729   834,844   6,437   4,593 
                 
Net income before income tax expense
  6,098,793   4,887,211   (3,154)  11,720 
Income tax expense
  1,734,095   1,273,328   (112)  898 
Net income of Subsidiaries before purchasing
  11,552   (53,259)      
                 
Net income
 W4,353,146   3,667,142  W(3,042)  10,822 
                 
Controlling interest
 W4,381,793   3,547,838  W(3,042)  10,822 
Minority interest
 W(28,647)  119,304  W    


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
32.  Significant Differences between Korean GAAP and U.S. GAAP
 
Reconciliation to U.S. Generally Accepted Accounting Principles
 
The consolidated financial statements of the Company are prepared in accordance with generally accepted accounting principles in the Republic of Korea (“Korean GAAP”), which differs in certain significant respects from generally accepted accounting principles in the United States of America (“U.S. GAAP”). Application of U.S. GAAP would have affected the balance sheets as of December 31, 2008 and 2007 and the net income for the three years ended December 31, 2008, 2007 and 2006 to the extent described below.
 
A description of the significant differences between Korean GAAP and U.S. GAAP as they relate to the Company is discussed in detail below.
 
(a)  Reconciliation of net income from Korean GAAP to U.S. GAAP
 
             
  Adjustments Before
  Deferred Income Tax
  Net Adjustments
 
  Deferred Income Tax  Effect  to Net Income 
  (In millions of Korean won, except share data) 
 
For the year ended December 31, 2008
            
Net income attributable to controlling interest under Korean GAAP
         W4,378,751 
Adjustments:
            
Fixed asset revaluation
 W11,793  W(2,593)  9,200 
Capitalized costs
  14,143   (3,112)  11,031 
Capitalized repairs
  (993)  218   (775)
Investment securities
  (442,568)  97,365   (345,203)
Amortization of goodwill
  40,124   (8,826)  31,298 
Derivatives
  (57,907)  12,740   (45,167)
Others, net
  (16,316)  3,589   (12,727)
             
  W(451,724) W99,381  W(352,343)
Effects of changes in tax rates
          14,225 
Tax effects resulting from intercompany transactions
          65,257 
             
          W(272,861)
             
Net income in accordance with U.S. GAAP
         W4,105,890 
             
Basic and diluted earnings per share in accordance with U.S. GAAP
         W54,387 
             
Weighted-average shares outstanding
          75,493,523 
             
 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
             
  Adjustments Before
  Deferred Income Tax
  Net Adjustments
 
  Deferred Income Tax  Effect  to Net Income 
  (In millions of Korean won, except share data) 
 
For the year ended December 31, 2007
            
Net income attributable to controlling interest under Korean GAAP
         W3,558,660 
Adjustments:
            
Fixed asset revaluation
 W16,985  W(4,671)  12,314 
Capitalized costs
  23,853   (6,560)  17,293 
Capitalized repairs
  (882)  243   (639)
Investment securities
  511   (141)  370 
Amortization of goodwill
  29,160   (8,019)  21,141 
Derivatives
  (71,011)  19,529   (51,482)
Others, net
  10,193   (2,803)  7,390 
             
  W8,809  W(2,422) W6,387 
             
Net income in accordance with U.S. GAAP
         W3,565,047 
             
Basic and diluted earnings per share in accordance with U.S. GAAP
         W46,938 
             
Weighted-average shares outstanding
          75,952,869 
             
 
             
  Adjustments Before
  Deferred Income Tax
  Net Adjustments
 
  Deferred Income Tax  Effect  to Net Income 
  (In millions of Korean won, except share data) 
 
For the year ended December 31, 2006
            
Net income attributable to controlling interest under Korean GAAP
         W3,314,181 
Adjustments:
            
Fixed asset revaluation
 W20,152  W(5,542)  14,610 
Capitalized costs
  35,435   (9,745)  25,690 
Capitalized repairs
  (1,269)  349   (920)
Investment securities
  54,070   (14,869)  39,201 
Amortization of goodwill
  25,322   (6,964)  18,358 
Others, net
  (4,588)  1,263   (3,325)
             
  W129,122  W(35,508) W93,614 
             
Net income in accordance with U.S. GAAP
         W3,407,795 
             
Basic and diluted earnings per share in accordance with U.S. GAAP
         W43,304 
             
Weighted-average shares outstanding
          78,694,181 
             

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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(b)  Reconciliation of shareholders’ equity from Korean GAAP to U.S. GAAP
 
             
  Adjustments Before
  Deferred Income Tax
  Net Adjustments
 
  Deferred Income Tax Effect  Effect  to Shareholders’ Equity 
  (In millions of Korean won) 
 
As of December 31, 2008
            
Total shareholders’ equity under Korean GAAP
         W28,344,205 
Minority interest
          (680,540)
             
           27,663,665 
             
Adjustments:
            
Fixed asset revaluation
 W(124,678) W9,438   (115,240)
Capitalized costs
  359,639   (79,121)  280,518 
Capitalized repairs
  580   (128)  452 
Investment securities
  (140,181)  30,840   (109,341)
Amortization of goodwill
  103,480   (22,766)  80,714 
Derivatives
  (128,918)  30,564   (98,354)
Others, net
  (10,652)  2,344   (8,308)
Tax effects resulting from intercompany transactions
     65,257   65,257 
             
  W59,270  W36,428  W95,698 
             
Shareholders’ equity in accordance with U.S. GAAP
         W27,759,363 
             
 
             
  Adjustments Before
  Deferred Income Tax
  Net Adjustments
 
  Deferred Income Tax Effect  Effect  to Shareholders’ Equity 
  (In millions of Korean won) 
 
As of December 31, 2007
            
Total shareholders’ equity under Korean GAAP
         W25,117,740 
Minority interest
          (633,657)
             
           24,484,083 
Adjustments:
            
Fixed asset revaluation
 W(136,471) W15,041   (121,430)
Capitalized costs
  345,496   (95,011)  250,485 
Capitalized repairs
  1,573   (433)  1,140 
Investment securities
  (71,762)  19,735   (52,027)
Amortization of goodwill
  63,356   (17,423)  45,933 
Derivatives
  (71,011)  19,529   (51,482)
Others, net
  5,664   (1,558)  4,106 
             
  W136,845  W(60,120) W76,725 
             
Shareholders’ equity in accordance with U.S. GAAP
         W24,560,809 
             


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(c)  Fixed asset revaluation
 
Under Korean GAAP, certain fixed assets were subject to upward revaluations in accordance with the Asset Revaluation Law, with the revaluation increment credited to capital surplus. As a result of this revaluation, depreciation expense on these assets was adjusted to reflect the increased basis. Under U.S. GAAP, such a revaluation is not permitted and depreciation expense should be based on historical cost. As a result, the gain or loss on sale of fixed assets determined in accordance with U.S. GAAP is different from the amount determined under Korean GAAP.
 
(d)  Capitalized costs
 
Under Korean GAAP, the Company capitalizes certain foreign exchange gains and losses on borrowings associated with property, plant and equipment during the construction period. Under U.S. GAAP, all foreign exchange gains and losses are included in the results of operations for the current period. No foreign exchange gains and losses have been capitalized for the years ended December 31, 2008, 2007 and 2006 under Korean GAAP. Depreciation of net capitalized foreign exchange gains and losses carried forward from prior periods amounted toW841 million,W1,048 million and W(2,099) million for the years ended December 31, 2008, 2007 and 2006, respectively.
 
In addition, effective from the period beginning after December 31, 2002, under Korean GAAP, interest costs that would have been theoretically avoided had expenditures not been made for assets which require a period of time to prepare them for their intended use are generally expensed as incurred, except when certain criteria are met for capitalization. The Company has adopted this application and expensed financing costs. Under U.S. GAAP, the Company is required to capitalize such amount. Capital projects that have had their progress halted would suspend the capitalization of interest.
 
Capitalized interest for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Capitalized interest
 W96,980  W104,014  W123,350 
Depreciation of capitalized interest
  (90,112)  (73,888)  (72,034)
             
Net income impact
 W6,868  W30,126  W51,316 
             
 
Under Korean GAAP, research and development costs and internal use software costs have been recorded as intangible assets and amortized over a period not exceeding 20 years. Under U.S. GAAP, organization costs as well as research and developments costs are generally expensed as incurred. In addition, certain costs incurred for software developed for internal use, U.S. GAAP requires that costs incurred in the preliminary project stage be expensed as incurred. External direct costs such as material and service, payroll or payroll related costs for employees who are directly associated with the project, and interest costs incurred when developing computer software for internal use, are capitalized and amortized on a straight-line method over the estimated useful life. Training costs, data conversion costs and general administrative costs are expensed as incurred.
 
U.S. GAAP reconciliation adjustments for the capitalization and amortization of intangible assets, which arose mostly from capitalized research and development costs, for the years ended December 31, 2008, 2007 and 2006, are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Net income impact
 W6,434  W(7,321) W(13,782)
             


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(e)  Capitalized repairs
 
Under Korean GAAP, major repair costs associated with the Company’s furnaces had been expensed as incurred, regardless of the nature of the expenditure until 2001. U.S. GAAP requires that repairs which extend an asset’s useful life or significantly increase its value be capitalized when incurred. Routine maintenance and repairs are expensed as incurred. Depreciation of capitalized repairs carried forward from prior periods has been recorded.
 
(f)  Guarantees
 
Under Korean GAAP, the guarantor is required to disclose guarantees, including indirect guarantees of indebtedness of others. Under U.S. GAAP, the guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. As of December 31, 2008, the aggregate initial fair value of outstanding guarantees issued by the Company for the repayment of loans wasW364,435 million, excluding guarantees issued either between parents and their subsidiaries or between corporations under common control (note 16). Upon initial recognition of the liability for the fair value of the obligation undertaken in issuing the guarantee, the corresponding amount is recorded in selling and administrative expenses in the statement of income as such obligation is undertaken on a stand alone basis for no consideration. Subsequent to initial recognition, the Company’s release from the risk of guarantee is recognized as the fair value of obligation changes. The changes in fair value are recognized in the statement of income. The Company has recognized guarantee expense amounting to W3,260 million andW566 million andW417 million for the years ended December 31, 2008, 2007 and 2006, respectively. This adjustment is included in others, net in the reconciliation of net income and shareholders’ equity from Korean GAAP to U.S.GAAP.
 
(g)  Stock Appreciation Rights
 
Under Korean GAAP, the Company accounted for stock-based compensation in accordance with the intrinsic value method for awards that call for settlement in cash, shares, or a combination of both measures. Stock compensation liabilities at the end of each period are determined as the amount by which the moving weighted average of quoted market value of the shares of the enterprise’s stock covered by a grant exceeds the option price. The moving weighted average of quoted market value is calculated based on the weighted average market price of last one week, last one month and last two months of each period.
 
Under U.S. GAAP, Statement of Financial Accounting Standards (“SFAS”) No. 123(R) is effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. The Company adopted FAS 123(R) on January 1, 2006 using the modified prospective method, under which a grant-date fair value approach is applied to all awards granted after the effective date and to awards modified, repurchased or cancelled after effective date. The cumulated effect of initially applying this statement is recognized as of the required effective date. The compensation expense for the portion of the awards that are outstanding at December 31, 2005 for which the requisite service period has not been rendered was determined based on its fair value on the adoption date, and any difference to be reflected as the cumulative effect of change in accounting principle, net of any related tax effect. Also, reflected in the cumulative effect of change in accounting principle is the net cumulative impact of estimating future forfeitures in the determination of periodic expense, rather than recording forfeitures when they occur as previously permitted. Prior to adoption of FAS 123(R), the Company applied the intrinsic value approached under APB 25 and recorded stock-based compensation liabilities using the quoted market value of the shares of the Company’s stock in excess of option price.
 
The Company remeasured the value of its stock appreciation rights as of January 1, 2006 and applied the estimated future forfeitures, which resulted in a cumulative effect of change in accounting principle, net of tax, totalingW(2,970) million.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
All the stock appreciation rights will be settled in cash upon vesting under service condition, therefore, stock appreciation right is classified as liability awards, the fair value of stock options granted was remeasured as of the reporting date using a Black-Scholes option-pricing model with the following assumptions:
 
   
  2008
 
Dividend yield range
 2.21~2.63%
Expected volatility range
 57.71~87.91%
Risk-free interest rate range
 3.97~4.67%
Expected lives (in years)
 0.26~2.75
 
The percentage of the fair value of the awards that is accrued as compensation cost at the end of each period equals the percentage of the requisite service that has been rendered at that date. Changes in the fair value of the liability that occur after the end of the requisite service period are recorded as compensation cost of the period in which the changes occur.
 
U.S. GAAP reconciliation adjustments for stock appreciation rights granted to employees and executives recognized for the years ended December 31, 2008, 2007 and 2006 are included in Others, net and are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Net income impact
 W(13,056) W10,759  W(4,171)
             
 
The total stock compensation expense, in accordance with U.S. GAAP, for the years ended December 31, 2008, 2007 and 2006 amounts to W(42,099) million,W113,122 million andW54,056 million, respectively.
 
(h)  Investment Securities
 
The differences in accounting for investment securities between Korean GAAP and U.S. GAAP relate to (i) recognition of impairment losses, (ii) recognition of gain or loss on disposal of investments due to different classifications and (iii) classification of and accounting for certain non-marketable equity securities.
 
(i)  Recognition of an impairment loss
 
Under Korean GAAP, investment securities are evaluated at each balance sheet date to determine whether there is any objective evidence of indicating an impairment loss. A significant deterioration in financial position of the issuer, such as bankruptcy, liquidation, negative net asset values and cessation of operations, would be the type of objective evidence that indicates an impairment loss. When any such objective evidence exists, unless there is a clear counter-evidence that recognition of impairment is unnecessary, management estimates the recoverable amount of the impaired security and recognizes any impairment loss in current operations. A significant or prolonged decline in the fair value of a marketable equity security below its carrying value would not be an indicator of an impairment loss unless there is also objective evidence that the financial position of the issuer has also deteriorated as described above.
 
The amount of impairment loss of a non-marketable equity security, measured as the difference between the estimated recoverable amount and its carrying amount, is charged to current operations by a write-down of the carrying amount of the investment. Foravailable-for-salemarketable equity securities carried at fair value, the impairment loss is charged to current operations by reversing the unrealized loss recorded in accumulated other comprehensive (loss) income. If the fair value of the impaired investment security subsequently recovers, a gain is recognized up to the amount of previously recognized impairment loss.
 
Under U.S. GAAP, a significant and prolonged decline in fair value of an equity investment below its cost would result in an impairment loss if the decline in value is determined to be other-than-temporary. The impairment


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
loss is charged to current operations and a new cost basis is established. Any Subsequent reversal of previously recognized impairment losses is prohibited.
 
The reconciliation of net income determined in accordance with Korean GAAP and U.S. GAAP for the year ended December 31, 2008 included other-than-temporary impairment losses amounting to W442,840 million recognized under U.S. GAAP but not under Korean GAAP for certainavailable-for-salemarketable equity securities. The aggregate acquisition cost and fair value of theseavailable-for-salesmarketable equity securities wereW937,929 million andW225,646 million, respectively, at December 31, 2008 under Korean GAAP and U.S. GAAP, both of which are recorded at fair value. Under Korean GAAP, the unrealized losses recorded in accumulated comprehensive (loss) income related to these securities amounted toW615,498 million at December 31, 2008. There was no unrealized loss for U.S. GAAP purposes related to these securities due to the other-than-temporary impairment losses of W442, 840 million recorded in 2008 and the impairment losses recorded in the prior years of W172,658 million.
 
Included in other-than-temporary impairment losses recorded under U.S. GAAP in 2008 is an impairment loss ofW364,878 million related to the Company’savailable-for-saleinvestment in MacArthur Coal Limited. The Company acquired a 10% equity interest in MacArthur Coal Limited on July 22, 2008 for W420,805 million. For Korean GAAP purposes, the Company recognized the excess of the acquisition cost of this investment over its fair value at the acquisition date as an impairment loss amounting toW96,785 million (note 7(b)). As of December 31, 2008, the fair value of this investment wasW55,927 million, which was significantly lower than the Company’s acquisition cost. No additional impairment loss was recognized in the statement of income under Korean GAAP as management, based on its assessment, concluded no objective evidence existed that would indicate a significant deterioration in the financial position of MacArthur Coal Limited. For U.S. GAAP purposes, management determined that the decline in fair value of this investment is other-than-temporary and as a result, an impairment loss amounting to W364,878 million was recorded in earnings resulting in an additional impairment loss ofW268,093 million.
 
(ii)  Recognition of gain on disposal of available for sale investments
 
The Company disposed certain securities that had been previously impaired under U.S. GAAP purposes. The fair value of these securities subsequently recovered resulting in the reversal of the impairment under Korean GAAP. As a result, the Company’s cost basis relating to those securities was higher under Korean GAAP than under U.S. GAAP. This difference in cost basis resulted in a gain ofW272 million under U.S. GAAP upon disposal for the year ended December 31, 2008.
 
A summary of the U.S. GAAP adjustments relating to investment securities for the years ended December 31, 2008, 2007 and 2006 are as follows:
 
             
  2008  2007  2006 
  (In millions of Korean Won) 
 
Impairment loss
 W(442,840) W  W(1,026)
Recognition of gains on disposal
  272   511   55,096 
             
Net income impact
 W(442,568) W511  W54,070 
             
 
(iii)  Classification of and accounting for certain non-marketable equity securities
 
Under Korean GAAP, a non-marketable equity security with no quoted market price is classified asavailable-for-saleif a reasonable estimate of its fair value can be made without incurring excessive costs. Such investments in non-marketable equity securities are carried at fair value, with any unrealized gain or loss recorded as a component accumulated other comprehensive (loss) income. When a reasonable estimate of fair value can not be made without incurring excessive costs, the investment is carried at cost within theavailable-for-salesecurities


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
category. Under U.S. GAAP, investments in non-marketable equity securities for which the fair value is not readily determinable are accounted for using the cost method and classified as other investment securities.
 
Information with respect to the Company’s investments in debt and equity securities as of December 31, 2008, 2007 and 2006 is as follows:
 
Available-for-SaleSecurities and Other Investments Securities:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Available-for-SaleSecurities under Korean GAAP
Marketable Securities
 W2,917,595  W3,888,043  W2,337,984 
Non-marketable Securities
  1,370,918   655,639   523,617 
             
Total
 W4,288,513  W4,543,682  W2,861,601 
             
Available-for-SaleSecurities and Other Investment Securities under U.S. GAAP
Available-for-SaleSecurities
 W2,917,595  W3,888,043  W2,337,984 
             
Other Investment Securities:
            
Non-marketable Securities under Korean GAAP
  1,370,918   655,639   523,617 
U.S. GAAP Adjustment
  (145,686)  (73,851)  (86,357)
             
Other Investment Securities, at cost
  1,225,232   581,778   437,260 
             
Total
 W4,142,827  W4,469,831  W2,775,244 
             
 
The reconciliation of shareholders’ equity from Korean GAAP to U.S. GAAP includes the cumulative effect of the adjustment related to investments in non-marketable equity securities, net of the effect of minority interests.
 
For U.S. GAAP purpose, gross unrealized losses onavailable-for-salesecurities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2008 were as follows:
 
                         
  Less Than 12 Months  12 Months or More  Total 
  Unrealized
     Unrealized
     Unrealized
    
  Losses  Fair Value  Losses  Fair Value  Losses  Fair Value 
  (In millions of Korean won) 
 
Available for Sale Securities:
                        
Equity securities
 W78,938  W701,197  W2,037  W11,906  W80,975  W713,103 
                         
 
(i)  Goodwill
 
Under Korean GAAP, goodwill is amortized over the useful life during which future economic benefits are expected to flow to the enterprise, not exceeding twenty years using straight-line method. Under U.S. GAAP, goodwill is not subject to amortization rather an impairment test is required at least annually.
 
Goodwill is tested annually for impairment and whenever events or circumstances indicate that the carrying value may not be recoverable. The evaluation of impairment involves comparing the current fair value of each of the Company’s reporting units to their recorded value, including goodwill. The Company uses a discounted cash flow model (DCF model) to determine the current fair value of its reporting units. Based on its assessment, management concluded that goodwill was not impaired as of December 31, 2008.
 
Under U.S. GAAP, goodwill as of December 31, 2008 amounted to W350,314 million.


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Table of Contents

 
POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(j)  Embedded Derivatives
 
The Company issued exchangeable bonds in 2003 and 2008. The exchangeable bonds are exchangeable into SK Telecom American Depository Receipts at the option of the holders. The exchangeable right is considered an embedded derivative instrument. Both Korean GAAP and U.S. GAAP require that an embedded derivative instrument shall be separated from the host contract and accounted for as a derivative instrument if all of the specific criteria are met.
 
Prior to 2008
 
Under Korean GAAP, when the total number of shares to be converted in the contract is significant compared to the daily transaction volume, this embedded equity conversion option to shares is not regarded as an embedded derivative because it could not meet the characteristics of readily convertible to cash which is one of criteria in determining net settlement condition.
 
Under U.S. GAAP, in assessing whether a contract, which can contractually be settled in increments, meets definition of net settlement, an entity must determine whether or not the quantity of the asset to be received from the settlement of one increment is considered readily convertible to cash. If the contract can be settled in increments and those increments are considered readily convertible to cash, the entire contract meets the definition of net settlement.
 
As of December 31, 2007, The Company did not bifurcate exchangeable right related to exchangeable bond issued in 2003 since it did not meet the criteria of derivatives under Korean GAAP. However, exchangeable right is bifurcated and stated at fair value under U.S.GAAP.
 
2008 and thereafter
 
The Company adopted the following new Statements of Korean Financial Accounting Standards (SKFAS) issued by the Korea Accounting Standards Board:
 
In 2007, Financial Supervisory Service’s Accounting Implementation Guide[2007-2] was issued by the Korea Accounting Standards Board. According to implementation guide, the daily transaction volume is not a factor to determine whether readily convertible to cash or not when there is not significant risk to sell or process the shares converted. Due to the adoption of this implementation guide, there is no GAAP difference in determining net-settlement.
 
As of December 31, 2008, exchangeable right in relation to exchangeable bond issued in 2008 bifurcated and stated at fair value both under Korean GAAP and U.S.GAAP.
 
The GAAP adjustment arising from exchangeable bond issued in 2003 resulted in a decrease to net income ofW71,011 million for the year ended December 31, 2008.
 
(k)  Change in hedge accounting
 
According to the Implementation Guidance[2008-2]issued by KASB, effective January 1, 2008, the Company could change the designation of hedging prospectively when the contracts meet conditions of firm commitment whereas U.S. GAAP does not permit the prospective approach and therefore it’s not accounted for as derivative. The impact resulting from this GAAP difference is decrease to net income ofW98,354 million (net off income tax effect of W30,564 million) under US GAAP for the year ended December 31, 2008.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(l)  Deferred Income Taxes
 
In general, accounting for deferred income taxes is substantially the same between Korean GAAP and U.S. GAAP. The Company is also required to recognize the additional deferred tax effects resulting from differences between the reported Korean GAAP and U.S. GAAP amounts.
 
Under Korean GAAP, the elimination of the net tax effect of an intercompany transaction is recorded at the tax rate of the purchaser as a deferred tax asset that is subject to changes in tax rates or laws. Under U.S. GAAP, such net tax effect arising in the seller’s jurisdiction is recorded as a deferred charge, not as a deferred tax asset, and the tax effects of changes in tax rates or laws are included in income from continuing operations in the period that includes the enactment date.
 
Under Korean GAAP, a deferred tax asset is recognized only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and tax loss and credit carryforwards can be utilized. Under U.S. GAAP, deferred tax assets are recognized and then reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax assets will not be realized.
 
(m)  Accounting for Uncertainty in Income Taxes
 
In July 2006, the FASB issued FASB Interpretation No. 48 (“FIN 48”) — “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” which sets out a consistent framework to use to determine the appropriate level of liability for unrecognized tax benefits. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more likely than not to be sustained based on the tax technical merits upon examination. A recognized tax position is then measured at the largest amount that is greater than 50% likely of being realized. The difference between the benefit recognized for a position in accordance with FIN 48 and the tax benefit claimed on a tax return is referred to as an unrecognized tax benefit.
 
As of the FIN 48 adoption date on January 1, 2007, and for the years ended December 31, 2007 and 2008, the Company did not have any unrecognized tax benefits and thus, no interest and penalties related to unrecognized tax benefits were accrued. The Company’s policy is to record interest and penalties related to unrecognized tax benefits as components of income tax expense in the consolidated statements of income.
 
The Company’s major tax jurisdiction is the Republic of Korea. With few exceptions, the tax years from 2004 to 2008 remain open to tax examination by the local tax authority for POSCO and its Korean subsidiaries.
 
The Company does not believe that it is reasonably possible that the amount of unrecognized tax benefits will significantly change within 12 months after December 31, 2008.


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
33.  Additional Financial Information in Accordance with U.S. GAAP
 
(a)  Deferred taxes in accordance with U.S. GAAP
 
The tax effects of temporary differences that resulted in significant portions of the deferred tax assets and liabilities at December 31, 2008 and 2007 under U.S. GAAP, and a description of the consolidated financial statement items that created these differences are as follows:
 
         
  2008  2007 
  (In millions of Korean won) 
 
Deferred tax assets:
        
Fixed asset revaluation
 W10,077  W15,041 
Impairment loss on property, plant and equipment
  42,667   121,483 
Impairment loss on investment securities
  31,591   19,735 
Allowance for doubtful accounts
  63,786   80,532 
Allowance for severance benefits
  13,455   32,399 
Derivatives
  34,138   19,529 
Gain/Loss on foreign currency translation
  140,283    
Loss on valuation ofavailable-for-salesecurities
  212,140   65,891 
Others
  35,093   55,609 
         
Total gross deferred tax assets
 W583,230  W410,219 
         
Deferred tax liabilities:
        
Equity in earnings of equity method investments and subsidiaries
 W298,388  W253,231 
Reserve for special repairs
  62,422   82,982 
Accrued income
     2,313 
Reserve for technology developments
  2,612   303,756 
Capitalized repairs
  128   433 
Capitalized costs
  76,490   95,011 
Gain onavailable-for-salesecurities
  74,222   364,373 
         
Total gross deferred tax liabilities
 W514,262  W1,102,099 
         
Net deferred tax assets (liabilities)
 W68,968  W(691,880)
         
 
In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities and projected future taxable income in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred income tax assets are deductible or utilized, management believes it is more likely than not that the Company will realize the benefits of these deductible differences. The amount of the deferred income tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income are reduced.
 
(b)  Comprehensive income
 
Under U.S. GAAP, comprehensive income and its components are required to be presented under the provisions of SFAS No. 130, Reporting Comprehensive Income. Comprehensive income includes all changes in shareholders’ equity during the period except those resulting from investments by, or distributions to owners,


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
including certain items not included in the current year’s results of operations. Comprehensive income for the years ended December 31, 2008, 2007 and 2006 is summarized as follows:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Net income in accordance with U.S. GAAP
 W4,105,890  W3,565,047  W3,407,795 
Other comprehensive income, net of tax:
            
Foreign currency translation adjustments
  405,466   74,982   (51,838)
Change in a fair value of a derivative instrument
  (6,004)  (4,034)   
Unrealized gains (losses) on investments
  (933,578)  521,124   351,307 
Reclassification adjustment for losses (gains) included in income
  4   (658)  43,135 
             
Comprehensive income, in accordance with U.S. GAAP
 W3,571,778  W4,156,461  W3,750,399 
             
 
Accumulated other comprehensive income as of December 31, 2008, 2007 and 2006, is summarized as follows:
 
                 
     Change in Fair
  Unrealized Gains
  Accumulated
 
  Foreign Currency
  Value of a
  (Losses) on
  Other
 
  Translation
  Derivative
  Investment
  Comprehensive
 
  Adjustments  Instrument  Securities  Income 
  (In millions of Korean won) 
 
Balance, December 31, 2005
 W4,386  W  W261,253  W265,639 
Foreign currency translation adjustments, net of taxW19,663 million
  (51,838)        (51,838)
Unrealized gains on investments, net of taxW(147,661) million
        351,307   351,307 
Add: Reclassification adjustment for net realized losses included in income, net of taxW(16,362) million
        43,135   43,135 
                 
Current period change
  (51,838)     394,442   342,604 
                 
                 
Balance, December 31, 2006
 W(47,452) W  W655,695  W608,243 
Foreign currency translation adjustments, net of taxW(28,441) million
  74,982         74,982 
Change in fair value of a derivative instrument, net ofW1,530 million
     (4,034)     (4,034)
Unrealized gains on investments, net of taxW(197,667) million
        521,124   521,124 
Add: Reclassification adjustment for net realized losses included in income, net of tax W249 million
        (658)  (658)
                 
Current period change
  74,982   (4,034)  520,466   591,414 
                 
                 
Balance, December 31, 2007
 W27,530  W(4,034) W1,176,161  W1,199,657 
Foreign currency translation adjustments, net of taxW(153,797) million
  405,466         405,466 
Change in fair value of a derivative instrument, net of taxW2,277 million
     (6,004)     (6,004)
Unrealized loss on investments, net of taxW354,115 million
        (933,578)  (933,578)
Add: Reclassification adjustment for net realized losses included in income, net of tax W(1) million
        4   4 
                 
Current period change
  405,466   (6,004)  (933,574)  (534,112)
                 
Balance, December 31, 2008
 W432,996  W(10,038) W242,587  W665,545 
                 


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
(c)  Fair Value of financial instruments
 
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
 
(i) Cash and cash equivalents, short-term financial instruments, trading securities, trade accounts and notes receivable, loans receivable, trade accounts and notes payable, and short-term borrowings
 
The carrying amount approximates fair value due to the short-term nature of those instruments.
 
(ii) Investment Securities
 
The fair value of market-traded investments such as listed company’s stocks, public bonds and other marketable securities are based on quoted market prices for those investments.
 
(iii) Derivative financial instruments
 
All derivatives are recognized on the consolidated balance sheets at fair value based on quoted market prices, dealer or counterparty quotes, where available. If quoted market prices are not available, pricing or valuation models are applied to current market information to estimate fair value.
 
(iv) Long-Term loans and trade accounts and notes receivable
 
Long-term loans and trade accounts and notes receivable are reported net of specific and general provisions for impairment as well as present value discount factor. As a result, the fair values of long-term loans and trade accounts and notes receivable approximate their carrying values.
 
(v) Long-Term debt
 
The fair value of long-term debt is based on quoted market prices, where available. For those notes where quoted market prices are not obtainable, a discounted cash flow model is used based on the current rates for issues with similar maturities.
 
The estimated fair values of the Company’s financial instruments stated under U.S. GAAP as of December 31, 2008 and 2007 are summarized as follows:
 
                 
  2008  2007 
  Carrying
  Fair
  Carrying
  Fair
 
  Amount  Value  Amount  Value 
  (In millions of Korean won) 
 
Cash and cash equivalents
 W2,490,264  W2,490,264  W1,292,581  W1,292,581 
Short-term financial instruments
  1,827,450   1,827,450   1,743,079   1,743,079 
Trading securities
  1,238,261   1,238,261   1,286,939   1,286,939 
Trade accounts and notes receivable and others
  6,626,560   6,626,560   4,371,965   4,371,965 
Investments Securities, including current portion
                
Marketable securities
  2,917,595   2,917,595   3,888,043   3,888,043 
Not practicable
  2,165,702      1,441,335    
Short-term borrowings
  3,254,355   3,254,355   1,572,020   1,572,020 
Long-term debt, including current portion
  7,666,004   7,535,074   3,789,889   3,808,261 
 
(d)  Fair Value of assets and liabilities
 
The Company’s financial assets and liabilities are valued utilizing the market approach to measure fair value. The market approach uses prices and other relevant information generated by market transactions involving


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
identical or comparable assets or liabilities. SFAS 157, “Fair value measurements”, describes a fair value hierarchy based on three levels of inputs that may be used to measure fair value which are the following:
 
  • Level 1— Quoted prices in active exchange markets involving identical assets or liabilities.
 
  • Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
  • Level 3 — Unobservable inputs for the asset or liability, either directly or indirectly, and management assessments and inputs using a binomial lattice model as the valuation technique.
 
The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis in accordance with FAS 157 as of December 31, 2008:
 
                 
  Level 1  Level 2  Level 3  Total 
  (In millions of Korean won) 
 
Assets
                
Trading securities
 W1,236,185  W  W  W1,236,185 
Investments Securities
  2,917,595         2,917,595 
Derivatives
     134,307      134,307 
Liabilities
                
Derivatives
     276,542      276,542 
 
(e)  Intangible assets
 
The estimated aggregated amortization expenses for each of the next five fiscal years under U.S.GAAP are as follows:
 
     
Period
 Amount 
  (In millions of Korean won) 
 
2009
 W51,380 
2010
  43,115 
2011
  29,928 
2012
  16,743 
2013
  2,370 
     
  W143,536 
     
 
(f)  Minority interest
 
Minority interests in consolidated subsidiaries are disclosed within the shareholders’ equity section of the balance sheet. Under U.S. GAAP, minority interests are recorded between the liability section and the shareholders’ equity section in the consolidated balance sheet.
 
(g)  Classification differences in the Consolidated Statements of Income
 
Certain income and expense items in the Company’s consolidated statements of income including: (i) gains and losses on disposal of property, plant and equipment; (ii) impairment of property, plant and equipment; (iii) gains on recovery of allowance for doubtful accounts; (iv) other bad debt expenses; (v) reversal of stock compensation expense; (vi) donations; (vii) impairment of intangible assets; (viii) and provision for early retirement benefits have been classified as non-operating under Korean GAAP and excluded from the determination of operating income. Under U.S. GAAP, the above noted income and expense items would be included in the determination of operating


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
income. After reclassification of those items, operating income under U.S. GAAP would beW7,092,851 million andW4,990,642 million andW4,306,707 million for the years ended December 31, 2008, 2007 and 2006, respectively.
 
(h)  Consolidated statement of cash flows
 
Under both Korean GAAP and U.S. GAAP, cash flows are classified under operating activities, investing activities and financing activities.
 
Under U.S. GAAP, cash flows related to purchases and sales of trading securities are classified as cash flows from operating activities. However, under Korean GAAP, they are classified as cash flows from investing activities. Net cash flows from purchases and sales of trading securities areW(49,390) million,W891,032 million andW806,341million for the years ended December 31, 2008, 2007 and 2006, respectively.
 
Components of “Others” financing activities
 
“Others” financing activities disclosed within the Korean GAAP Consolidated Statements of cash flows are comprised of the following:
 
             
  2008  2007  2006 
  (In millions of Korean won) 
 
Proceeds from other current liabilities
 W  W  W88,907 
Dividends paid to minority shareholders
  (21,936)  (13,765)  (7,530)
Issuance of new shares by subsidiaries
  71,448   1,996   67,431 
Additional acquisition of interest of subsidiaries(*)
  (302,319)  (142,778)  (42,165)
Proceeds from disposal of interest of subsidiaries
     11,338    
             
Total
 W(252,807) W(143,209) W106,643 
             
 
 
(*) Additional acquisition of minority interests in a subsidiary is classified as investing activities under U.S. GAAP, while it is required to be classified as financing activities under Korean GAAP.
 
(i)  Significant Risks and Uncertainties
 
Recent difficulties affecting global financial sectors, adverse conditions and volatility in worldwide credit and financial markets and general weakness of global economy have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. Accordingly, the conditions of major Korean steel consuming industries, such as automobile and shipbuilding and construction, could have adverse effect on the Company’s results of operation as domestic sales are approximately 64% of total sales of the Company.
 
Also, fluctuation of foreign exchange rate on foreign currency denominated liabilities of the Company, such as debentures and long-term borrowings, could affect the financial condition and results of operation of the Company.
 
34.  Recent Accounting Pronouncements
 
U.S. GAAP
 
In October 2008, the FASB issued FASB Staff PositionFAS 157-3,“Determining the Fair Value of a Financial Asset When the Market for That Asset is Not Active,” which was effective immediately. FSPFAS 157-3clarifies the application of Statement 157 in cases where the market for a financial instrument is not active and provides an


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POSCO and Subsidiaries
 
Notes to Consolidated Financial Statements — (Continued)
 
example to illustrate key considerations in determining fair value in those circumstances. The Company has considered the guidance provided by FSPFAS 157-3in its determination of estimated fair values during 2008.
 
In September 2008, the FASB issued FSPNo. 133-1andFIN 45-4,“Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161,” (FSPNo. 133-1andFIN 45-4).FSPNo. 133-1andFIN 45-4amends Statement No. 133 by requiring disclosures by sellers of credit derivatives, including credit derivatives embedded in hybrid instruments. Additionally,FIN 45-4is amended to require an additional disclosure about the current status of the payment/performance risk of a guarantee. The provisions of the FSP that amend Statement No. 133 andFIN 45-4are effective for reporting periods ending after November 15, 2008. The FSP clarifies the Board’s intent about the effective date of FASB Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” to be any reporting period beginning after November 15, 2008. The Company is in the process of evaluating the impact that FSPNo. 133-1andFIN 45-4may have on the consolidated financial statements.
 
In March 2008, the FASB issued SFAS No. 161,“Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133”. FAS 161 requires enhanced disclosures about an entity’s derivative and hedging activities and thereby improves the transparency of financial reporting. This Statement changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company is in the process of evaluating the impact that SFAS 161 may have on the consolidated financial statements. This statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.
 
In December 2007, the FASB issued FAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51” (FAS 160). FAS 160 requires all entities to report noncontrolling interests in subsidiaries (also known as minority interests) as a separate component of equity in the consolidated statement of financial position, to clearly identify consolidated net income attributable to the parent and to the noncontrolling interest on the face of the consolidated statement of income and to provide sufficient disclosure that clearly identifies and distinguishes between the interest of the parent and the interests of noncontrolling owners. FAS 160 also establishes accounting and reporting standards for changes in a parent’s ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. FAS 160 is effective as of January 1, 2009. The Company is in the process of evaluating the impact that FAS 160 may have on the consolidated financial statements.
 
In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”(“SFAS 141R”). SFAS 141R establishes principles and requirements for how the acquirer in business combinations should recognize and measure identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.


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SIGNATURES
 
The registrant hereby certifies that it meets all of the requirements for filing onForm 20-Fand that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
 
POSCO
(Registrant)
 
/s/  
Chung, Joon-Yang
Name:     Chung, Joon-Yang
  Title: Chief Executive Officer and
Representative Director
 
Date: June 29, 2009


Table of Contents

Exhibit Index
 
       
 1.1  Articles of incorporation of POSCO (English translation)
 2.1  Form of Common Stock Certificate (including English translation) (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement No. 33-81554)*
 2.2  Form of Deposit Agreement (including Form of American Depositary Receipts) (incorporated by reference to the Registrant’s Registration Statement (File No. 33-84318) on Form F-6)*
 2.3  Letter from ADR Depositary to the Registrant relating to the Pre-release of American Depositary Receipts (incorporated by reference to the Registrant’s Registration Statement (File No. 33-84318) on Form F-6)*
 8.1  List of consolidated subsidiaries
 12.1  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 12.2  Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 13.1  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
* Filed previously