PKX 20-F DEF-14A Report Dec. 31, 2012 | Alphaminr

PKX 20-F Report ended Dec. 31, 2012

20-F 1 d525925d20f.htm FORM 20-F Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 29, 2013

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

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, Korea 135-777

(Address of principal executive offices)

Lee, Sang Gyun

POSCO Center, 892 Daechi-4-dong, Gangnam-gu,

Seoul, Korea 135-777

Telephone: +82-2-3457-1085; E-mail: sg.lee@posco.com; Facsimile: +82-2-3457-1982 (Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the 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, 2012, there were 77,244,244 shares of common stock, par value Won 5,000 per share, outstanding (not including 9,942,391 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 x No ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

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 x No ¨

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 of Regulation 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 ¨ No ¨

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 x Accelerated filer ¨ Non-accelerated filer ¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP ¨ IFRS x Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

* 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 ADVISERS 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 21
Item 4.A. History and Development of the Company 21
Item 4.B. Business Overview 21
Item 4.C. Organizational Structure 41
Item 4.D. Property, Plants and Equipment 41

ITEM 4A.

UNRESOLVED STAFF COMMENTS 43

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS 44
Item 5.A. Operating Results 44
Item 5.B. Liquidity and Capital Resources 70
Item 5.C. Research and Development, Patents and Licenses, Etc. 73
Item 5.D. Trend Information 73
Item 5.E. Off-balance Sheet Arrangements 74
Item 5.F. Tabular Disclosure of Contractual Obligations 74
Item 5.G. Safe Harbor 74

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 74
Item 6.A. Directors and Senior Management 74
Item 6.B. Compensation 77
Item 6.C. Board Practices 78
Item 6.D. Employees 79
Item 6.E. Share Ownership 80

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 82
Item 7.A. Major Shareholders 82
Item 7.B. Related Party Transactions 82
Item 7.C. Interests of Experts and Counsel 82

ITEM 8.

FINANCIAL INFORMATION 82
Item 8A. Consolidated Statements and Other Financial Information 82
Item 8B. Significant Changes 83

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ITEM 9.

THE OFFER AND LISTING 84
Item 9.A. Offer and Listing Details 84
Item 9.B. Plan of Distribution 85
Item 9.C. Markets 85
Item 9.D. Selling Shareholders 90
Item 9.E. Dilution 90
Item 9.F. Expenses of the Issuer 90

ITEM 10.

ADDITIONAL INFORMATION 90
Item 10.A. Share Capital 90
Item 10.B. Memorandum and Articles of Association 90
Item 10.C. Material Contracts 95
Item 10.D. Exchange Controls 95
Item 10.E. Taxation 99
Item 10.F. Dividends and Paying Agents 104
Item 10.G. Statements by Experts 104
Item 10.H. Documents on Display 104
Item 10.I. Subsidiary Information 104

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 104

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 107
Item 12.A. Debt Securities 107
Item 12.B. Warrants and Rights 107
Item 12.C. Other Securities 107
Item 12.D. American Depositary Shares 107

PART II

108

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 108

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 108

ITEM 15.

CONTROLS AND PROCEDURES 108

ITEM 16.

[RESERVED] 110

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT 110

ITEM 16B.

CODE OF ETHICS 110

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES 110

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 110

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 111

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 111

ITEM 16G.

CORPORATE GOVERNANCE 111

PART III

113

ITEM 17.

FINANCIAL STATEMENTS 113

ITEM 18.

FINANCIAL STATEMENTS 113

ITEM 19.

EXHIBITS 113

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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.

“IASB”

International Accounting Standards Board.

“IFRS”

International Financial Reporting Standards.

“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.

“POSCO Group”

POSCO and its consolidated subsidiaries.

“Renminbi”

The currency of the People’s Republic of China.

“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 “

The 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 Advisers

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 in Won as of December 31, 2010, 2011, and 2012 and for each of the years in the three-year period ended December 31, 2012 were derived from our Consolidated Financial Statements included elsewhere in this annual report. Our Consolidated Financial Statements are prepared in accordance with IFRS as issued by the IASB.

In addition to preparing financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare financial statements in accordance with Korean International Financial Reporting Standards (“K-IFRS”) as adopted by the Korean Accounting Standards Board (the “KASB”), which we are required to file with the Financial Services Commission and the Korea Exchange under the Financial Investment Services and Capital Markets Act of Korea. English translations of such financial statements are furnished to the Securities and Exchange Commission under Form 6-K. Beginning with our financial statements prepared in accordance with K-IFRS as of and for the year ended December 31, 2012, we are required to adopt certain amendments to K-IFRS No. 1001, Presentation of Financial Statements, as adopted by the KASB in 2012, pursuant to which we present operating profit or loss as an amount of revenue less cost of sales and selling and administrative expenses. In our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB included in this annual report, such changes in presentation were not adopted. See “Item 5.a. Operating Results — Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS.”

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The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements and related notes included in this annual report.

For the Year Ended December 31,
2010 2011 2012 2012
(In billions of Won and millions of Dollars, except per share data)

Revenue (1)

47,887 68,939 63,604 US$    59,382

Cost of sales (2)

39,722 59,824 56,143 52,416

Gross profit

8,165 9,115 7,461 6,966

Administrative expenses

1,492 2,035 2,129 1,988

Selling expenses

1,120 1,612 1,679 1,568

Other operating income

223 307 448 418

Other operating expenses

342 367 809 755

Operating profit

5,434 5,408 3,292 3,073

Share of profit (loss) of equity-accounted investees

183 51 (23 ) (21 )

Finance income

1,739 3,190 2,897 2,705

Finance costs

2,088 3,867 2,798 2,612

Profit before income tax

5,267 4,782 3,368 3,144

Income tax expense

1,081 1,068 983 918

Profit for the period

4,186 3,714 2,386 2,227

Total comprehensive income for the period

4,765 2,442 1,748 1,632

Profit (loss) for the period attributable to:

Owners of the controlling company

4,106 3,648 2,462 2,298

Non-controlling interests

80 66 (76 ) (71 )

Total comprehensive income (loss) attributable to:

Owners of the controlling company

4,640 2,530 1,912 1,785

Non-controlling interests

126 (88 ) (164 ) (153 )

Basic and diluted earnings per share (3)

53,297 47,224 31,874 29,758

Dividends per share of common stock

10,000 10,000 8,000

Dividends per share of common stock (in Dollars) ( 4 )

US$    8.78 US$    8.67 US$    7.47

Selected consolidated statements of financial position data

As of December 31,
2010 2011 2012 2012
(In billions of Won and millions of Dollars)

Working capital ( 5 )

9,395 13,952 11,791 US$    11,008

Total current assets

27,672 33,557 31,566 29,471

Property, plant and equipment, net

25,438 28,453 32,276 30,134

Total non-current assets

41,746 44,852 47,700 44,534

Total assets

69,418 78,409 79,266 74,004

Short-term borrowings and current installments of long-term borrowings

10,476 10,792 10,509 9,812

Long-term borrowings, excluding current installments

10,664 16,020 14,412 13,455

Total liabilities

30,881 37,679 36,836 34,391

Share capital

482 482 482 450

Total equity

38,537 40,730 42,429 39,613

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Selected consolidated statements of cash flows data

For the Year Ended December 31,
2010 2011 2012 2012
(In billions of Won and millions of Dollars)

Net cash provided by operating activities

3,582 1,692 7,319 US$ 6,833

Net cash used in investing activities

(6,915 ) (5,517 ) (6,169 ) (5,759 )

Net cash provided by (used in) financing activities

4,588 4,900 (908 ) (848 )

Net increase in cash and cash equivalents

1,248 1,078 82 77

Cash and cash equivalents at beginning of the year

2,273 3,521 4,599 4,294

Cash and cash equivalents at end of the year

3,521 4,599 4,681 4,370

(1) Includes sales by our consolidated 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.

(3) See Note 31 of Notes to Consolidated Financial Statements for method of calculation. The weighted average number of common shares outstanding used to calculate basic and diluted earnings per share was 77,032,878 shares as of December 31, 2010, 77,251,818 shares as of December 31, 2011 and 77,244,444 shares as of December 31, 2012.

(4) Translated into Dollars by applying the exchange rate at the end of the applicable year as announced by Seoul Money Brokerage Services, Ltd.

(5) “Working capital” means current assets minus current liabilities.

EXCHANGE RATE INFORMATION

The following table sets out information concerning the market average exchange rate for the periods and dates indicated.

Period

At End
of Period
Average Rate (1) High Low
(Per US$1.00)

2008

1,257.5 1,102.6 1,509.0 934.5

2009

1,167.6 1,276.4 1,573.6 1,152.8

2010

1,138.9 1,156.3 1,261.5 1,104.0

2011

1,153.3 1,108.1 1,199.5 1,049.5

2012

1,071.1 1,126.9 1,181.8 1,071.1

October

1,094.1 1,106.9 1,115.4 1,094.1

November

1,084.7 1,087.5 1,091.7 1,083.0

December

1,071.1 1,077.0 1,083.7 1,071.1

2013 (through April 26)

1,113.9 1,093.7 1,138.9 1,055.4

January

1,082.7 1,065.4 1,088.0 1,055.4

February

1,085.4 1,086.7 1,094.2 1,077.8

March

1,112.1 1,102.2 1,117.5 1,081.9

April (through April 26)

1,113.9 1,123.2 1,138.9 1,112.5

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 adversely affect our business and performance. While the rate of deterioration of the global economy slowed in the second half of 2009 and the global economy showed some signs of stabilization and improvement in recent years, there can be no assurance that such recovery will continue.

Difficulties affecting the European Union and global financial sectors, adverse conditions and volatility in the European Union and worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the European Union and global economy have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. The global economic downturn in recent years had a pronounced negative effect on the global demand for steel products and their prices in 2008 and 2009. In addition, the level of trading activities between Korea and other countries tends to fluctuate based on general conditions in the Korean and global economies. While the rate of deterioration of the global economy slowed in the second half of 2009 and the global economy showed some signs of stabilization and improvement in recent years, the overall prospects for the Korean and global economy in 2013 and beyond remain uncertain.

In response to sluggish demand from our customers in industries adversely impacted by the deteriorating global economic conditions in the second half of 2008, such as the automotive and construction industries, we reduced our crude steel production and sales prices in December 2008 and the first quarter of 2009. Signs that the pace of deterioration in market conditions had slowed began to appear in the second quarter of 2009, however, and demand from certain segments of our customer base, including the domestic automotive and construction industries, showed signs of recovery starting in the second quarter of 2009. In response, we began to incrementally increase our crude steel production starting in April 2009 and our production level normalized in the second half of 2009. Our crude steel production decreased from 34.7 million tons in 2008 to 31.1 million tons in 2009, but rebounded to 35.4 million tons in 2010, 39.1 million tons in 2011 and 39.7 million tons in 2012. Prices of our steel products gradually recovered starting in the third quarter of 2009, but our export prices fell substantially in the second half of 2011 and decreased further in 2012 due to uncertainties in the global economy caused by financial difficulties affecting European countries including Greece, Spain, Portugal and Italy. Our domestic sales prices remained relatively stable in the second half of 2011 but decreased in 2012.

We believe that global demand for steel products will remain relatively weak in 2013, and we plan to decrease our steel production to approximately 37 million tons in 2013. We may decide to further 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. In addition, economic downturns in the Korean and global economies could result in market conditions characterized by weaker demand and falling prices for export and import products and reduced trade levels. Deterioration of market conditions may 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 expect fluctuation in demand for our steel products and trading services 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 a substantial portion of our operations and assets are located in Korea. Korea is our most important market, accounting for 52.0% of our total revenue from steel products produced and sold by us in 2012. Domestic demand for our products is affected by the

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condition of major steel consuming industries, such as construction, shipbuilding, automotive, electrical appliances and downstream steel processors, and the Korean economy in general. In addition, the trading operations of Daewoo International Corporation (“Daewoo International”), our consolidated subsidiary in which we hold a 60.3% interest, are affected by the general level of trade between Korea and other countries, which in turn tends to fluctuate based on general conditions in the Korean and global economies. 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, including developments in the global economy.

Due to recent liquidity and credit concerns and volatility in the global financial markets, the value of the Won relative to the Dollar and the stock prices of Korean companies have fluctuated significantly in recent years. In particular, there has been increased volatility following the downgrading by Standard & Poor’s Rating Services of the long-term sovereign credit rating of the United States to “AA+” from “AAA” in August 2011 as well as increasing financial difficulties affecting European countries including Greece, Spain, Portugal and Italy, and the overall prospects for the Korean and global economies in 2013 and beyond remain uncertain. Any future deterioration of the Korean and global economies could adversely affect our business, results of operations and financial condition.

Developments that could have an adverse impact on Korea’s economy include:

difficulties in the financial sectors in Europe and elsewhere and increased sovereign default risks in select countries and the resulting adverse effects on the global financial markets;

declines in consumer confidence and a slowdown in consumer spending;

adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the Dollar, the Euro or the Yen exchange rates or revaluation of the Renminbi), interest rates, inflation rates or stock markets;

continuing adverse conditions in the economies of countries and regions that are important export markets for Korea, such as the United States, Europe, Japan and China, or in emerging market economies in Asia or elsewhere;

increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers;

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;

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 fiscal stimulus measures, unemployment compensation and other economic and social programs that, together, would lead to an increased government budget deficit;

financial problems or lack of progress in the 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 concerning certain Korean conglomerates;

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geo-political uncertainty and risk of further attacks by terrorist groups around the world;

the occurrence of severe health epidemics in Korea 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 or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or increase in the price of oil;

the occurrence of severe earthquakes, tsunamis and other natural disasters in Korea and other parts of the world, particularly in trading partners (such as the March 2011 earthquake in Japan, which also resulted in the release of radioactive materials from a nuclear plant that had been damaged by the earthquake); and

an increase in the level of tensions 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 48.0% of our total revenue from steel products produced and sold by us in 2012. Our export sales volume to customers in Asia, including China, Japan, Indonesia, Thailand and Malaysia, accounted for 69.7% of our total export sales revenue from steel products produced and exported by us in 2012, 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, automotive, 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.

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2012, 48.0% of our total revenue from steel products produced and sold by us was in overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recorded may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. 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;

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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 against major currencies, on the other hand, causes:

our export products to be less competitive by raising our prices in Dollar, Yen and Renminbi terms; and

a reduction in net sales and accounts receivables in Won from export sales, which are primarily denominated in Dollars and to a lesser extent in Yen and Renminbi.

We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, Daewoo International’s exposure to fluctuations in exchange rates, including the Won/Dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because Daewoo International’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in Dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly Daewoo International and POSCO Engineering & Construction Co., Ltd. (“POSCO E&C”) also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future. 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), depreciation of the Won generally has a negative 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. POSCO imported approximately 51.0 million dry metric tons of iron ore and 27.4 million wet metric tons of coal in 2012. Iron ore is imported primarily from Australia, Brazil and South Africa. Coal is imported primarily from Australia, Canada and the United States. 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 prices of our key raw materials have fluctuated significantly in recent years. For example, the average market price of coal per wet metric ton (benchmark free on board price of Australian premium hard coking coal) was US$191 in 2010, US$289 in 2011 and US$209 in 2012. The average market price of iron ore per dry metric ton

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(free on board price of Platts Iron Ore index with iron (Fe) 62% content) was US$135 in 2010, US$160 in 2011 and US$122 in 2012. Our long-term supply contracts generally have terms of three to ten years and provide for periodic price adjustments to the then-market prices. We typically adjust the prices on a quarterly basis and maintain approximately one month of inventory of raw materials. Such price negotiations are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. Typically, globally influenced buyers and sellers of raw materials determine benchmark prices of raw materials, based on which other buyers and sellers negotiate their prices after taking into consideration the quality of raw materials and other factors. In case of iron ore, if we fail to agree on the quarterly price adjustment within a predetermined deadline, the supplier and we typically agree on the purchase price based on the price formula that reflects the spot market price as well as the quality of iron ore and transportation expense. As of December 31, 2012, 217 million tons of iron ore and 27 million tons of coal remained to be purchased under long-term supply contracts. Future 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.

We operate in the highly competitive steel, trading and constructing industries, and our failure to successfully compete would adversely affect our market position and business.

Steel. The markets for our steel products are highly competitive and we face intense global competition. In recent years, driven in part by strong growth in steel consumption in the developing world, particularly in China, the global steel industry has experienced renewed interest in expansion of steel production capacity. China is the largest steel producing country in the world by a significant margin, with the balance between its domestic production and demand being an important factor in the determination of global steel prices. In addition, the global steel industry has experienced consolidation in recent years, including through the merger of Mittal and Arcelor in 2006 that created a company with approximately 10% of global steel production capacity. Competition from global steel manufacturers with expanded production capacity such as ArcelorMittal S.A. and new market entrants, especially from China and India, have resulted in significant price competition and may result in 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.

The increased production capacity, combined with a decrease in demand due 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.

Steel also competes with other natural and synthetic materials that may be used as steel substitutes, such as aluminum, cement, composites, glass, plastic and wood. Government regulatory

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initiatives mandating the use of such materials instead of steel, whether for environmental or other reasons, as well as the development of attractive alternative substitutes for steel products, may reduce demand for steel products and increase competition in the global steel industry.

As part of our strategy to compete in this challenging landscape, we will continue to invest in developing innovative products that offer the greatest potential returns and enhance the overall quality of our products, as well as make additional investments in the development of new manufacturing technologies. However, 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.

Trading. Daewoo International competes principally with six other Korean general trading companies, each of which is affiliated with a major domestic business group, as well as global trading companies based in other countries. In the domestic market, competition for export transactions on behalf of domestic suppliers and import transactions on behalf of domestic purchasers was limited, as most affiliated general trading companies of large Korean business groups generally relied on affiliate transactions for the bulk of their trading business. However, in recent years, many of these Korean general trading companies have reduced their reliance on their affiliated business group and transactions carried out on behalf of their member companies and instead have generally evolved to focus on segments of the import and export markets in which they have a competitive advantage. As a result, competition among Korean general trading companies in the area of traditional trade has become more intense.

The overseas trading markets in which Daewoo International operates are also highly competitive. Daewoo International’s principal competitors in the overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As Daewoo International diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses. Some of Daewoo International’s competitors may be more experienced and have greater financial resources and pricing flexibility than Daewoo International, as well as more extensive global networks and wider access to customers. There is no assurance that Daewoo International will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy will not have a material adverse effect on its business, results of operations or financial condition.

Construction. POSCO E&C, our consolidated subsidiary in which we hold an 89.5% interest, operates in the highly competitive construction industry. Competition is based primarily on price, reputation for quality, reliability, punctuality and financial strength of contractors. Intense competition among construction companies may result in, among other things, a decrease in the price POSCO E&C can charge for its services, difficulty in winning bids for construction projects, an increase in construction costs and difficulty in obtaining high-quality contractors and qualified employees.

In Korea, POSCO E&C’s main competition in the construction of residential and non-residential buildings, EPC (or engineering, procurement and construction) projects, urban planning and development projects and civil works projects consists of approximately ten major domestic construction companies, all of which are member companies of other large business groups in Korea and are capable of undertaking larger-scale, higher-value-added projects that offer greater potential returns. A series of measures introduced by the Government over the past few years to regulate housing prices in Korea, as well as an increasing popularity of low-bid contracts in civil works project mandates, have contributed to increased competition in the Korean construction industry in recent years.

Competition for new project awards in overseas markets is also intense. In these markets, POSCO E&C faces competition from local construction companies, as well as international construction companies from other countries, including other major Korean construction companies with overseas operations. Construction companies from developed countries may be more

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experienced, have greater financial resources and possess more sophisticated technology than POSCO E&C, while construction companies from developing countries often have the advantage of lower wage costs. Some of these competitors have achieved higher market penetration than POSCO E&C has in specific markets in which it competes, and POSCO E&C may need to accept lower margins in order for it to compete successfully against them. POSCO E&C’s failure to successfully compete in the domestic or overseas construction markets could adversely affect its market position and its results of operations and 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 participation in EPC projects in the steel sector and natural resources development, as well as entering into new businesses not related to our steel operations such as power generation and alternative energy solutions, production of comprehensive materials such as lithium, silicon, carbon and magnesium, information and technology consulting services, and automation and system integration engineering services. From time to time, we may selectively acquire or invest in companies to pursue such diversification strategy. For example, on September 20, 2010, we acquired a controlling interest in Daewoo International for Won 3.37 trillion. Daewoo International is a global trading company that primarily engages in trading of steel and raw materials as well as investing in energy and mineral development projects. It also manufactures and sells textiles, operates a department store in Korea.

The success of the overall diversification strategy will depend, in part, on our ability to realize the growth opportunities and anticipated synergies. The realization of the anticipated benefits depends on numerous factors, some of which are outside our control, including the availability of qualified 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. The realization of the anticipated benefits may be impeded, delayed or reduced as a result of numerous factors, some of which are outside our control. These factors include:

difficulties in integrating the operations of the acquired business, including information and accounting systems, personnel, policies and procedures, and in reorganizing or reducing overlapping operations, marketing networks and administrative functions, which may require significant amounts of time, financial resources and management attention;

unforeseen contingent risks or latent liabilities relating to the acquisition that may become apparent in the future;

difficulties in managing a larger business; and

loss of key management personnel or customers.

Accordingly, we cannot assure you that our diversification strategy can be completed profitably or that the diversification efforts will not adversely affect our combined business, financial condition and results of operations.

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

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operate in numerous countries with developing economies. In addition, we intend to continue to expand our steel production operations internationally by carefully seeking out promising investment opportunities, particularly in China, India, Southeast Asia and Latin America, 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 be able to 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 operations or cash flow.

Further increases in, or new impositions of, anti-dumping or countervailing duty proceedings may have an adverse impact on our export sales.

We are subject to a number of anti-dumping duties in India, Russia, Indonesia, Australia and Malaysia and a number of anti-dumping investigations in Brazil, Australia, Thailand, Mexico and Taiwan. Our products that have been subject to anti-dumping or countervailing duty proceedings in the aggregate have not accounted for a material portion of our total sales in recent years. However, there

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can be no assurance that increases in, or new impositions of, anti-dumping duties, countervailing duties, quotas or tariffs on our exports of products abroad may not have a material adverse impact on our exports in the future. See “Item 4. Information on the Company — Item 4.B. Business Overview — Markets — Exports.”

We participate in overseas natural resources exploration, development and production projects abroad, which expose us to various risks.

As part of consortia or through acquisitions of minority interests, we engage in overseas natural resources exploration, development and production projects in various locations, including a gas field exploration project in Myanmar, in which Daewoo International had invested approximately Won 1,126 billion as of December 31, 2012 and plans to make substantial further investments in the future. Daewoo International expects to generate revenue from the Myanmar gas field project starting in May 2013. We may also selectively acquire or invest in companies or businesses that engage in such activities. As part of our efforts to diversify our operations, we intend to continue to expand our operations by carefully seeking out promising exploration, development and production opportunities abroad. To the extent that we enter into these arrangements, our success in these endeavors will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us.

The demand and market acceptance for such activities abroad are subject to a substantially higher level of uncertainty than our traditional steel business and are substantially dependent upon the market condition of the global natural resources industry as well as the political and social environment of the target countries. The performance of projects in which we participate may be adversely affected by the occurrence of military hostility, political unrest or acts of terrorism. In addition, some of our current exploration, development and production projects involve drilling exploratory wells on properties with no proven amount of natural resource reserves. Although all drilling, whether developmental or exploratory, involves risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of natural resources. We have limited experience in this business, and we cannot assure you that our overseas natural resources exploration, development and production projects will be profitable, that we will be able to meet the financing requirements for such projects, or that we can recoup the costs related to such investments, which in turn could materially and adversely affect our business, financial condition and results of operations.

We may encounter problems with joint overseas natural resources exploration, development and production projects and large-scale infrastructure projects, which may materially and adversely affect our business.

In recent years, we have begun to focus increasingly on overseas natural resources exploration, development and production projects. We typically pursue these natural resources exploration, development and production projects jointly with consortium partners or through acquisition of minority interests in such projects, and we expect to be involved in other joint projects in the future. We sometimes hold a majority interest in the projects among the consortium partners, but we often lack a controlling interest in the joint projects. Therefore, we may not be able to require that our joint ventures sell assets or return invested capital, make additional capital contributions or take any other action without the vote of at least a majority of our consortium partners. If there are disagreements between our consortium partners and us regarding the business and operations of the joint projects, we cannot assure you that we will be able to resolve them in a manner that will be in our best interests. Certain major decisions, such as selling a stake in the joint project, may require the consent of all other partners. These limitations may adversely affect our ability to obtain the economic and other benefits we seek from participating in these projects.

In addition, our consortium partners may:

have economic or business interests or goals that are inconsistent with us;

take actions contrary to our instructions, requests, policies or objectives;

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be unable or unwilling to fulfill their obligations;

have financial difficulties; or

have disputes with us as to their rights, responsibilities and obligations.

Any of these and other factors may have a material adverse effect on the performance of our joint projects and expose us to a number of risks, including the risk that the partners may be incapable of providing the required financial support to the partnerships and the risk that the partners may not be able to fulfill their other obligations, resulting in disputes not only between our partners and us, but also between the joint ventures and their customers. Such a material adverse effect on the performance of our joint projects may in turn materially and adversely affect our business, results of operations and financial condition.

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 E&C, an 89.5%-owned subsidiary. The construction segment, which accounted for approximately 7.4% of our consolidated sales in 2012 after adjusting for inter-company sales, 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, results 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 costs of labor, raw materials, 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

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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. 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 needs. The Government has taken 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. Although the Korean real estate market temporarily recovered in the second half of 2009 and into 2010, declines in demand and price took place in the Korean real estate market in 2011 and 2012 due to the downturn of the domestic economic cycle and financial risk in Europe, and the overall prospects for the Korean real estate market in 2013 and beyond remain uncertain.

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.

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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 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.

We face the risk of litigation proceedings relating to infringement of intellectual property rights of third parties, which, if determined adversely to us, could cause us to lose significant rights, pay significant damage awards or suspend the sale of certain products.

Our success depends largely on our ability to develop and use our technology and know-how in a proprietary manner without infringing the intellectual property rights of third parties. The validity and scope of claims relating to technology and patents involve complex scientific, legal and factual questions and analysis and, therefore, may be highly uncertain. In addition, because patent applications in many jurisdictions are kept confidential for an extended period before they are published, we may be unaware of other persons’ pending patent applications that relate to our products or manufacturing processes. Accordingly, we face the risk of litigation proceedings relating to infringement of intellectual property rights of third parties. See “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings.”

The plaintiffs in actions relating to infringement of intellectual property rights typically seek injunctions and substantial damages. Although patent and other intellectual property disputes are often settled through licensing or similar arrangements, there can be no assurance that such licenses can be obtained on acceptable terms or at all. Accordingly, regardless of the scope or validity of disputed patents or the merits of any patent infringement claims by potential or actual litigants, we may have to engage in protracted litigation. The defense and prosecution of intellectual property suits, patent opposition proceedings and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. An adverse determination in any such litigation or proceedings could subject us to pay substantial damages to third parties, require us to seek licenses from third parties and pay ongoing royalties or redesign certain products, or subject us to injunctions prohibiting the manufacture and sale of our products or the use of technologies in certain jurisdictions. The occurrence of any of the foregoing could have a material adverse effect on our reputation, business, financial condition and results of operations.

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and ADSs.

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 future events. In particular, since the death of Kim Jong-il in December 2011, there has been increased uncertainty with respect to the future of North Korea’s political leadership and concern regarding its implications for political and economic stability in the region. Although Kim Jong-il’s third son, Kim Jong-eun, has assumed power as his father’s designated successor, the long-term outcome of such leadership transition remains uncertain.

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In addition, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and long-range missile programs as well as its hostile military and other actions against Korea. Some of the significant incidents in recent years include the following:

In early April 2013, North Korea blocked access to the inter-Korean industrial complex in its border city of Gaeseong to South Koreans, while the U.S. deployed nuclear-capable stealth bombers and destroyers to Korean air and sea space.

In late March 2013, North Korea stated that it had entered “a state of war” with Korea, declaring the 1953 armistice invalid, and put its artillery at the highest level of combat readiness to protest the Korea-United States allies’ military drills and additional sanctions imposed on North Korea for its missile and nuclear tests.

North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and conducted three rounds of nuclear tests between October 2006 to February 2013, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council unanimously passed resolutions that condemned North Korea for the nuclear tests and expanded sanctions against North Korea, most recently in March 2013.

In December 2012, North Korea launched a satellite into orbit using a long-range rocket, despite concerns in the international community that such a launch would be in violation of the agreement with the United States as well as the United Nations Security Council resolutions that prohibit North Korea from conducting launches that use ballistic missile technology.

In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than one hundred artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Government condemned North Korea for the attack and vowed stern retaliation should there be further provocation

North Korea’s economy also faces severe challenges. For example, in November 2009, the North Korean government redenominated its currency at a ratio of 100 to 1 as part of a currency reform undertaken in an attempt to control inflation and reduce income gaps. In tandem with the currency redenomination, the North Korean government banned the use or possession of foreign currency by its residents and closed down privately run markets, which led to severe inflation and food shortages. Such developments may further aggravate social and political tensions within 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 tensions, 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 business, results of operations and financial condition and the market value of our common shares and 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

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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 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 and non-U.S. experts named in this annual report.

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We could be adversely affected if the U.S. government were to determine that our affiliate’s Iran-related business activities are sanctionable under the U.S. Iranian sanction laws and regulations.

We acquired a controlling interest in Sungjin Geotec Co., Ltd. (“Sungjin Geotec”), a manufacturer of specialized equipment used in the power and energy industries in May 2010, and we currently hold a 33.0% interest in the company. In recent years, Sungjin Geotec entered into contracts with various suppliers to supply equipment for the development of natural gas fields in Iran, including natural gas fields located in South Pars that is led by Pars Oil and Gas Company, a subsidiary of National Iranian Oil Company. Sungjin Geotec recognized revenues of approximately Won 27 billion in 2010, Won 240 billion in 2011 and Won 134 billion in 2012, and net profits of approximately Won 1 billion in 2010, Won 15 billion in 2011 and Won 25 billion in 2012 related to such activities. Sungjin Geotec has completed or terminated all of its remaining outstanding supply contracts to sell equipment for the development of natural gas fields in Iran, and it does not plan to engage in any sale of equipment in Iran related to the country’s development of petroleum resources in the future.

In July 2010, the United States adopted legislation that expands U.S. economic sanctions against foreign companies doing business with Iran in certain sectors. The Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 (the “CISADA”) expands the scope of sanctionable activities by, among other things, broadening the definition of “investment” under the Iran Sanctions Act (the “ISA”) arguably to include the supply of goods for use in petroleum and gas production. The CISADA also expands the severity of potential sanctions available under the ISA and imposes mandatory investigation and reporting requirements designed to increase the likelihood of enforcement. The CISADA requires the imposition of sanctions against parties found by the U.S. administration, following an investigation, to have engaged in conduct sanctionable under the ISA, subject to certain waiver provisions and exceptions.

Under the ISA, as amended, sanctions can also be imposed against a company that has actual knowledge of, or should have known of, sanctionable conduct engaged in by another company that it owns or controls. A range of sanctions may be imposed on companies that engage in sanctionable activities, including among other things the blocking of any property subject to U.S. jurisdiction in which the sanctioned company has an interest, which could include a prohibition on transactions or dealings involving securities of the sanctioned company. By its terms, the CISADA is applicable to certain investments in Iran that commenced on or after July 1, 2010.

There can be no assurance that Sungjin Geotec’s Iran-related business activities do not constitute sanctionable activities or that we will not be subjected to sanctions under the ISA as amended by the CISADA. Our business and reputation could be adversely affected if the U.S. government were to determine that Sungjin Geotec’s Iran-related business activities constitute sanctionable activity attributable to us. Investors in our securities may also be adversely affected if we are sanctioned under the CISADA or if their investment in the securities is restricted under any sanctions regimes with which the investors are required to comply. As noted above, sanctions under the ISA could include the blocking of any property in which we have an interest, which would effectively prohibit all U.S. persons from receiving any payments from us, or otherwise acquiring, holding, withholding, using, transferring, withdrawing, transporting, importing, or exporting any property in which we have any interest.

We expect to continue operations and investments relating to countries targeted by United States and European Union economic sanctions.

The U.S. Department of the Treasury’s Office of Foreign Assets Control, or “OFAC,” enforces certain laws and regulations (“OFAC Sanctions”) that impose restrictions upon U.S. persons and, in some instances, foreign entities owned or controlled by U.S. persons, with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of OFAC

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Sanctions (“U.S. Sanctions Targets”). U.S. persons are also generally strictly prohibited from facilitating such activities or transactions. Similarly, the European Union enforces certain laws and regulations (“E.U. Sanctions”) that impose restrictions upon nationals of E.U. member states, persons located within E.U. member states, entities incorporated or constituted under the law of an E.U. member state, or business conducted in whole or in part in E.U. member states with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of E.U. Sanctions (“E.U. Sanctions Targets” and together with U.S. Sanctions Targets, “Sanctions Targets”). E.U. persons are also generally prohibited from activities that promote such activities or transactions.

We engage in limited business activities in countries that are deemed Sanctions Targets, including Iran, Syria and Sudan. We produce and export, typically through our sales subsidiaries, steel products to such countries, including automotive steel sheets and other steel materials to Iranian entities. Our subsidiaries also engage in limited business activities in countries that are deemed Sanctions Targets. In particular, Daewoo International, a global trading company in which we hold a 60.3% interest, engages in the trading of steel, raw materials and other items with entities in countries that are deemed Sanctions Targets, including Iran and Sudan. Our activities and investments do not involve any U.S. goods or services, and we do not export or re-export U.S. goods or services directly or indirectly to any Sanctions Target. Our activities and investments in Iran, Syria and Sudan accounted for approximately 1.7% of our consolidated revenues in 2010, 3.4% in 2011 and 1.4% in 2012.

We expect to continue to engage in business activities and make investments in countries that are deemed Sanctions Targets over the foreseeable future. Although we believe that OFAC Sanctions under their current terms are not applicable to our current activities, our reputation may be adversely affected, some of our U.S. investors may be required to divest their investments in us under the laws of certain U.S. states or under internal investment policies or may decide for reputational reasons to divest such investments. We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension funds, to adopt or consider adopting laws, regulations, or policies prohibiting transactions with or investment in, or requiring divestment from, entities doing business with countries identified as state sponsors of terrorism. We cannot assure you that the foregoing will not occur or that such occurrence will not have a material adverse effect on the value of our securities.

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, 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.

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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 135-777, and our telephone number is (822) 3457-0114.

Item 4.B. Business Overview

The Company

We are the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world, based on annual crude steel production. We produced approximately 39.7 million tons of crude steel in 2012 and approximately 39.1 million tons in 2011, a substantial portion of which was produced at Pohang Works and Gwangyang Works. As of December 31, 2012, Pohang Works had 16.7 million tons of annual crude steel and stainless steel production capacity, and Gwangyang Works had an annual crude steel production capacity of 20.8 million tons. We believe Pohang Works and Gwangyang Works are two of the most technologically advanced integrated steel facilities in the world. We manufacture and sell a diversified line of steel products, including cold rolled and hot rolled products, stainless steel products, plates, wire rods and silicon steel sheets, 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. Domestic sales accounted for 52.0% of our total revenue from steel products produced and sold by us in 2012 and 50.2% in 2011. On a non-consolidated basis, we believe that we had an overall market share of approximately 42% of the total sales volume of steel products sold in Korea in 2012 and approximately 41% in 2011. Our export sales and overseas sales to customers abroad accounted for 48.0% of our total revenue from steel products produced and sold by us in 2012 and 49.8% in 2011. Our major export market is Asia, with China accounting for 28.9%, Asia other than China and Japan accounting for 26.7%, and Japan accounting for 14.1% of our total steel export revenue from steel products produced and exported by us in 2012 and Asia other than China and Japan accounting for 23.2%, China 28.3% and Japan 13.8% of our total steel export revenue from steel products produced and exported by us in 2011.

We also engage in businesses that complement our steel manufacturing operations as well as carefully seek out promising investment opportunities to diversify our businesses both vertically and horizontally, in part to prepare for the eventual maturation of the Korean steel market. POSCO E&C, our consolidated subsidiary in which we hold an 89.5% interest, is one of the leading engineering and construction companies in Korea that primarily engages in the planning, design and construction of industrial plants and architectural works and civil engineering. Daewoo International, our consolidated subsidiary in which we hold a 60.3% interest, is a global trading company that primarily engages in trading of steel and raw materials as well as investing in energy and mineral development projects throughout the world. POSCO Energy Corporation, our wholly-owned consolidated subsidiary in which we hold an 89.0% interest, is the largest private power generation company in Korea.

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We generated revenue of Won 63,604 billion and profit for the period of Won 2,386 billion in 2012, compared to revenue of Won 68,939 billion and profit for the period of Won 3,714 billion in 2011. We had total assets of Won 79,266 billion and total equity of Won 42,429 billion as of December 31, 2012, compared to total assets of Won 78,409 billion and total equity of Won 40,730 billion as of December 31, 2011.

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 order to compete effectively in the dynamic global market environment driven by emerging economies and increasing demand for more environmentally friendly products, we are committed to leveraging our competitive advantages and further enhancing our leadership positions. We believe that our proprietary technologies and expertise in developing environmentally-friendly steel production facilities, ability to independently construct such facilities, and know-how in their efficient operation and management enables us to develop differentiated steel products at a highly competitive cost structure.

We also plan to selectively explore opportunities in growth industries that are integral to our overall business model, and we have identified steel, comprehensive materials, energy and new businesses as our key areas of focus. We seek to strengthen our competitiveness and pursue growth through the following core business strategies:

Seek Opportunities for EPC Projects and Expand Our Production and Supply Chain Management Infrastructure Abroad

Drawing on our expertise in steel production, construction capabilities of POSCO E&C and natural resources exploration and production know-how of Daewoo International, POSCO Group plans to carefully seek out promising business opportunities abroad for EPC (or engineering, procurement and construction) projects in the steel sector. We seek out promising investment opportunities abroad, primarily in China, India, Southeast Asia and Latin America, in part to prepare for the eventual maturation of the Korean steel market. We believe that China, India, Southeast Asia and Latin America will continue to offer substantial growth opportunities, and we plan to selectively seek investment opportunities to secure development rights to natural resources and construct steel production facilities. For example, we obtained clearance from the Government of India in May 2011 for deforestation and we are currently in the process of acquiring the land on which the integrated steel mill will be constructed. However, the National Green Tribunal, a special court in India that handles the expeditious disposal of cases pertaining to environmental issues, ordered in March 2012 that the Ministry of Environment should reassess the conditions on which clearance was granted for the project, and the ministry is currently in the process of revalidating its environmental clearance. With respect to development of iron ore mines in Orissa State, all hearings have been completed, and we are waiting for the final verdict from the Indian Supreme Court.

In June 2010, we also signed a memorandum of understanding with the Government of Karnataka, a state in southwest India, to construct an integrated steel mill in Karnataka, and we are in discussions with the Government of Karnataka to obtain a mining lease and secure land with appropriate infrastructure.

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 2012, we operated 42 supply chain management centers worldwide that recorded aggregate sales of 4.0 million tons of steel products. We plan to continue expanding our global network of supply chain management centers.

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Maintain Technology Leadership in Steel Manufacturing

As part of our strategy, we have identified core products that we plan to further develop, such as premium automotive 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 and the proportion of our sales of higher margin, higher value-added products, we plan to make additional investments in the development of new manufacturing technologies and upgrade our facilities through continued modernization and rationalization.

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. In recent years, we have developed proprietary manufacturing technology using a compact endless cast rolling mill that combines the FINEX process with an advanced basic oxygen steelmaking process that uses more scrap in place of pig iron, which enables us to manufacture products at a highly competitive cost structure with lower carbon dioxide emission. Our compact endless cast rolling mill directly casts coils from liquid steel and uses a rolling process that rolls hot rolled coils up to 40 slabs at a time.

Diversify into Production of Comprehensive Materials, including Lithium, Silicon, Carbon and Magnesium

We plan to leverage our expertise in production of various steel-applied materials and venture into the fast-growing and high value-added business of producing environmentally friendly comprehensive materials. We have identified lithium, carbon and magnesium as our main investment areas. Demand for lithium, which is used as an anode material in lithium ion batteries, has been increasing in recent years, and we have developed proprietary technology to extract lithium from its brine in approximately one month compared to twelve months through conventional production processes. We believe we are also able to leverage our expertise in production of crude steel to cost-effective production of carbon and magnesium, which have wide application of industrial use.

Further Develop Our Capabilities to become an Integrated Provider of Energy Solutions

We plan to pursue strategic synergies with our member companies of the POSCO Group to further strengthen our capabilities in the energy industry. POSCO Energy Corporation is the largest private power generation company in Korea. POSCO E&C is one of the leading engineering and construction companies in Korea with expertise in the design and construction of power plants. Daewoo International engages in various natural resources procurement and energy development projects around the world. In order to secure adequate procurement of principal raw materials, we have also invested in 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 iron ore, coal and nickel, principally in Australia and Brazil. We believe that the energy industry is a sustainable business area that offers us attractive opportunities. We will continue to seek opportunities in natural resources development and further expand our power generation and alternative energy solutions businesses, as well as pursue participation in additional power plant projects abroad.

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

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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.

Selectively Seek Opportunities in Growth Industries

We will continue to selectively seek opportunities in growth industries to diversify our business both vertically and horizontally. Through POSCO ICT Co., Ltd., a 72.5%-owned subsidiary, we engage in information and technology consulting services as well as automation and system integration engineering services. POSCO E&C is one of the leading engineering and construction companies in Korea that primarily engages in the planning, design and construction of industrial plants and architectural works and civil engineering. On September 20, 2010, we acquired a controlling interest in Daewoo International Corporation for Won 3.37 trillion. Daewoo International is a global trading company that primarily engages in trading of steel and raw materials as well as investing in energy development projects. 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:

cold rolled products;

hot rolled products;

stainless steel products;

plates;

wire rods; and

silicon steel sheets.

The table below sets out our revenue of steel products produced by us and directly sold to external customers, which are recognized as external revenue of the Steel Segment, by major steel product categories for the periods indicated. Such amounts do not include steel products produced by us and sold to our consolidated subsidiaries.

For the Year Ended December 31,
2010 (1) 2011 2012

Steel Products

Billions of
Won
% Billions of
Won
% Billions of
Won
%

Cold rolled products

10,321 29.1 % 11,583 29.6 % 11,421 32.4 %

Hot rolled products

7,144 20.1 7,752 19.8 6,291 17.8

Stainless steel products

6,456 18.2 7,453 19.0 7,305 20.7

Plates

3,184 9.0 4,560 11.6 3,620 10.3

Wire rods

1,538 4.3 2,240 5.7 1,906 5.4

Silicon steel sheets

1,173 4.1 1,134 3.8 1,143 3.8

Sub-total

30,384 85.5 35,369 90.3 32,099 91.0

Others

5,144 14.5 3,782 9.7 3,160 9.0

Total

35,527 100.0 % 39,152 100.0 % 35,259 100.0 %

(1) Including revenue from steel products sold by us to Daewoo International from January 1, 2010 to September 20, 2010, the date of our acquisition of Daewoo International.

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The table below sets out our sales volume of the principal categories of steel products produced by us and directly sold to external customers, which are recognized as external sales volume of the Steel Segment, by major steel product categories for the periods indicated. Such amounts do not include steel products produced by us and sold to our consolidated subsidiaries.

For the Year Ended December 31,
2010 (1) 2011 2012

Steel Products

Thousands
of Tons
% Thousands
of Tons
% Thousands
of Tons
%

Cold rolled products

11,126 38.8 % 11,023 37.3 % 11,863 39.6 %

Hot rolled products

9,056 31.6 8,902 30.1 8,540 28.5

Stainless steel products

2,349 8.2 2,414 8.2 2,760 9.2

Plates

3,436 12.0 4,373 14.8 4,145 13.8

Wire rods

1,558 5.4 1,686 5.7 1,531 5.1

Silicon steel sheets

1,173 4.1 1,134 3.8 1,143 3.8

Total (2)

28,699 100.0 % 29,532 100.0 % 29,983 100.0 %

(1) Including sales volume of steel products sold by us to Daewoo International from January 1, 2010 to September 20, 2010, the date of our acquisition of Daewoo International.

(2) Not including sales volume of steel products categorized under “others.”

In addition to steel products produced by us and directly sold to external customers, we engage our consolidated sales subsidiaries (including Daewoo International starting on September 20, 2010, the date of our acquisition of Daewoo International) to sell our steel products produced by us. Our revenue from steel products produced by us and sold to our consolidated sales subsidiaries that in turn sold them to their external customers amounted to Won 5,437 billion in 2010, Won 10,415 billion in 2011 and Won 10,344 billion in 2012. Sales of such steel products by our consolidated sales subsidiaries to external customers are recognized as external revenue of the Trading Segment.

Cold Rolled Products

Cold rolled coils and further refined galvanized cold rolled products are used mainly in the automotive 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 produced by us and directly sold to external customers amounted to 11.9 million tons in 2012, representing 39.6% of our total sales volume of principal steel products produced by us and directly sold to external customers.

Cold rolled products constitute our largest product category in terms of sales volume and revenue from steel products produced by us and directly sold to external customers. In 2012, our sales volume of cold rolled products produced by us and directly sold to external customers increased by 7.6% compared to our sales volume in 2011 due to an increase in sales to automotive companies abroad.

Including sales of cold rolled products produced by us and sold through our consolidated sales subsidiaries in addition to cold rolled products produced by us and directly sold to external customers, we had a domestic market share for cold rolled products of approximately 48% on a non-consolidated basis.

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.

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Our deliveries of hot rolled products produced by us and directly sold to external customers amounted to 8.5 million tons in 2012, representing 28.5% of our total sales volume of principal steel products produced by us and directly sold to external customers. The largest customers of our hot rolled products are downstream steelmakers in Korea which use the products to manufacture pipes and cold rolled products.

Hot rolled products constitute our second largest product category in terms of sales volume and third largest product category in terms of revenue from steel products produced by us and directly sold to external customers. In 2012, our sales volume of hot rolled products produced by us and directly sold to external customers decreased by 4.1% compared to 2011 primarily due to a decrease in demand from downstream steelmakers in Korea and abroad.

Including sales of hot rolled products produced by us and sold through our consolidated sales subsidiaries in addition to hot rolled products produced by us and directly sold to external customers, we had a domestic market share for hot rolled products of approximately 42% on a non-consolidated basis.

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 automotive industry, the construction industry and the food processing industry.

Our deliveries of stainless steel products produced by us and directly sold to external customers amounted to 2.8 million tons in 2012, representing 9.2% of our total sales volume of principal steel products produced by us and directly sold to external customers.

Stainless steel products constitute our second largest product category in terms of revenue from steel products produced by us and directly sold to external customers. Although sales of stainless steel products accounted for only 9.2% of total sales volume of the principal steel products produced by us and directly sold to external customers in 2012, they represented 20.7% of our total revenue from such steel products in 2012. Our sales volume of stainless steel products produced by us and directly sold to external customers increased by 14.3% in 2012 compared to 2011 due to an increase in demand from our overseas customers in the automotive industry and the household goods industry.

Including sales of stainless steel products produced by us and sold through our consolidated sales subsidiaries in addition to stainless steel products produced by us and directly sold to external customers, we had a domestic market share for stainless steel products of approximately 49% on a non-consolidated basis.

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 produced by us and directly sold to external customers amounted to 4.1 million tons in 2012, representing 13.8% of our total sales volume of principal steel products produced by us and directly sold to external customers. 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 2012, our sales volume of plates produced by us and directly sold to external customers decreased by 5.2% compared to 2011, reflecting a decrease in demand from the shipbuilding industry.

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Including sales of plates produced by us and sold through our consolidated sales subsidiaries in addition to plates produced by us and directly sold to external customers, we had a domestic market share for plates of approximately 38% on a non-consolidated basis.

Wire Rods

Wire rods are used mainly by manufacturers of wire, fasteners, nails, bolts, nuts and welding rods. Wire rods are also used in the manufacture of coil springs, tension bars and tire cords in the automotive industry.

Our deliveries of wire rods produced by us and directly sold to external customers amounted to 1.5 million tons in 2012, representing 5.1% of our total sales volume of principal steel products produced by us and directly sold to external customers. The largest customers for our wire rods are manufacturers of wire ropes and fasteners.

In 2012, our sales volume of wire rods produced by us and directly sold to external customers decreased by 9.2% compared to 2011, reflecting a decrease in demand from the domestic automotive industry.

Including sales of wire rods produced by us and sold through our consolidated sales subsidiaries in addition to wire rods produced by us and directly sold to external customers, we had a domestic market share for wire rods of approximately 56% on a non-consolidated basis.

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 produced by us and directly sold to external customers amounted to 1.1 million tons in 2012, representing 3.8% of our total sales volume of principal steel products produced by us and directly sold to external customers.

In 2012, our sales volume of silicon steel sheets produced by us and directly sold to external customers increased by 0.8% compared to 2011 due to an increase in demand from manufacturers of power transformers and generators.

Including sales of silicon steel sheets produced by us and sold through our consolidated sales subsidiaries in addition to silicon steel sheets produced by us and directly sold to external customers, we had a domestic market share for silicon steel sheets of approximately 89% on a non-consolidated basis.

Others

Other products include lower value-added semi-finished products such as pig iron, billets, blooms and slab.

Markets

Korea is our most important market. Domestic sales represented 52.0% of our total revenue from steel products produced and sold by us in 2012. Our export sales and overseas sales to customers abroad represented 48.0% of our total revenue from steel products in 2012. 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 approximately 48.3 million tons in 2012.

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The table below sets out our estimates of steel product sales in Korea for the periods indicated.

For the Year Ended December 31,
2010 2011 2012

Source

Thousands
of Tons
% Thousands
of Tons
% Thousands
of Tons
%

POSCO’s sales (1)

20,122 39.1 % 20,915 41.4 % 20,209 41.9 %

Other domestic steel companies’ sales

12,107 23.5 12,452 24.6 11,282 23.4

Imports

19,192 37.3 17,206 34.0 16,780 34.8

Total domestic sales

51,421 100.0 % 50,573 100.0 % 48,271 100.0 %

(1) POSCO’s sales volume includes steel products produced by us (but not by our subsidiaries) and sold through our consolidated sales subsidiaries in addition to steel products produced by us (but not by our subsidiaries) and directly sold to external customers.

Total sales volume of steel products in Korea decreased by 1.6% from 51.4 million tons in 2010 to 50.6 million tons in 2011, primarily due to a decrease in demand from the construction industry. Total sales volume of steel products in Korea further decreased by 4.6% to 48.3 million tons in 2012, primarily due to a decrease in demand from the construction, shipbuilding and domestic automotive industries.

In recent years, domestic consumers of steel products have also relied on imports from foreign competitors, primarily from China, Japan and Russia. Imports from foreign competitors have decreased in recent years, however, as the import volume of steel products in Korea decreased from 19.2 million tons in 2010 to 17.2 million tons in 2011, resulting in a decrease in market share from 37.3% in 2010 to 34.0% in 2011. Import volume of steel products in Korea further decreased to 16.8 million tons in 2012, resulting in a market share of 34.8% in 2012.

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.

Exports

Our export sales and overseas sales to customers abroad represented 48.0% of our total revenue from steel products produced and sold by us in 2012, 69.7% 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 revenue from such products decreased by 11.3% from Won 24,665 billion in 2011 to Won 21,888 billion in 2012, reflecting a decrease in our export prices resulting from production over-capacity in the global steel industry.

The tables below set out our export sales and overseas sales to customers abroad in terms of revenue from steel products produced and sold by us, by geographical market and by product for the periods indicated.

For the Year Ended December 31,
2010 2011 2012

Region

Billions of
Won
% Billions of
Won
% Billions of
Won
%

Asia (other than China and Japan)

4,320 22.6 % 5,733 23.2 % 5,834 26.7 %

China

6,731 35.2 6,984 28.3 6,328 28.9

Japan

2,390 12.5 3,415 13.8 3,084 14.1

Europe

1,257 6.6 1,609 6.5 942 4.3

Middle East

329 1.7 690 2.8 528 2.4

North America

687 3.6 2,387 9.7 1,288 5.9

Others

3,400 17.8 3,846 15.6 3,884 17.7

Total

19,114 100.0 % 24,665 100.0 % 21,888 100.0 %

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For the Year Ended December 31,
2010 2011 2012

Steel Products

Billions of
Won
% Billions of
Won
% Billions of
Won
%

Cold rolled products

6,268 32.8 % 7,975 32.3 % 7,245 33.1 %

Hot rolled products

3,075 16.1 4,210 17.1 3,783 17.3

Stainless steel products

5,218 27.3 6,295 25.5 5,302 24.2

Plates

770 4.0 1,487 6.0 1,573 7.2

Wire rods

401 2.1 689 2.8 598 2.7

Silicon steel sheets

888 4.6 996 4.0 840 3.8

Others

2,494 13.0 3,012 12.2 2,546 11.6

Total

19,114 100.0 % 24,665 100.0 % 21,888 100.0 %

The table below sets out the world’s apparent steel use for the periods indicated.

For the Year Ended
December 31,
2010 2011 2012

Apparent steel use (million metric tons)

1,300 1,395 1,413

Percentage of annual increase

14.0 % 7.3 % 1.3 %

Source: World Steel Association.

Recent difficulties affecting the European Union and global financial sectors, adverse conditions and volatility in the European Union and worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the European Union and global economies have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. Such developments weakened global demand in steel consumption in 2008 and 2009 before the recovery in demand in recent years. The World Steel Association forecasts that global apparent steel use is expected to increase by 2.9% to 1,454 million metric tons in 2013 after increasing by 1.3% in 2012.

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 be 2,069 million tons in 2012. 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 occurs 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, including Daewoo International, and our overseas sales subsidiaries. Our largest export market in 2012 was China, which accounted for 28.9% of our export revenue from steel products produced and sold by us. The principal products exported to China were cold rolled products and plates. Our exports to China amounted to Won 6,984 billion in 2011 and Won 6,328 billion tons in 2012. Our exports to China decreased by 9.4% in 2012 primarily due to a decrease in our export prices to China as well as our decision to allocate more products to Asian countries other than China and Japan where we could obtain better export prices. Our export sales in terms of revenue from Asian countries other than China and Japan increased by 1.7% from Won 5,733 billion in 2011 to Won 5,834 billion in 2012.

Anti-Dumping and Countervailing Duty Proceedings

In the United States, our sales of corrosion-resistant carbon steel flat products had been subject to a de minimis countervailing duty rate and a de minimis anti-dumping margin rate, but the U.S. government revoked the anti-dumping order in March 2012 under the three consecutive de minimis

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margin rule, which is currently being appealed by U.S. steel manufacturers to the Court of International Trade. In March 2013, the U.S. government revoked its anti-dumping and countervailing duty orders on corrosion-resistant carbon steel flat products exported from Korea, which revocations are retroactively effective from February 14, 2012.

In India, our exports of stainless cold-rolled steel products have been subject to an anti-dumping duty ranging from $62.61 per ton to $234.98 per ton starting in November 2009 for a five-year period. In Russia, our exports of stainless steel products have been subject to an anti-dumping duty of 4.8% starting in November 2010 for a three-year period. In Indonesia, our exports of cold-rolled steel products have been subject to an anti-dumping duty of 10.9% starting in March 2013 for a three-year period. In Australia, our exports of hot-rolled steel products are subject to an anti-dumping duty of 6% starting in December 2012 for a five-year period. In Malaysia, our exports of low and medium carbon steel wire rods are subject to an anti-dumping duty of 3.03% starting in February 2013 for a five-year period.

In addition, several other countries have initiated anti-dumping investigations relating to our global sales operations. The Brazilian government initiated an anti-dumping investigation in April 2012 relating to our exports of non-grain oriented silicon steel products and cold-rolled stainless steel products, and followed up with another investigation in May 2012 relating to our exports of heavy plates. The Australian government initiated an anti-dumping investigation in December 2012 relating to our exports of coated steel products and followed up with another investigation in February 2013 relating to our exports of heavy plates. In Thailand, no anti-dumping tariff was imposed in our previous round of assessment completed in July 2010 relating to our exports of hot rolled products, but the Thai government initiated a new round of review in August 2012. The Mexican government initiated an anti-dumping investigation in October 2012 relating to our exports of cold-rolled steel products. In addition, the Taiwan government initiated an anti-dumping investigation in February 2013 relating to our exports of cold-rolled stainless steel products.

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 decreased in 2008 in response to intensification of the global financial crisis, a trend which lasted until the first half of 2009. Starting in the third quarter of 2009, our export prices gradually started to recover due to an increase in demand driven by improvement in business confidence and higher level of economic activities as well as a decrease in our inventory level. We maintained similar pricing levels throughout 2010, but we gradually increased our export prices in the first half of 2011. However, our export prices fell substantially in the second half of 2011 and decreased further in 2012 due to uncertainties in the global economy caused by financial difficulties affecting European countries including Greece, Spain, Portugal and Italy. We may decide to adjust our future sales prices on an on-going basis subject to market demand for our products, prices of raw materials, 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 require approximately 1.7 tons of iron ore and 0.8 tons of coal to

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produce one ton of steel. We import all of the coal and virtually all of the iron ore that we use. In 2012, POSCO imported approximately 51.0 million dry metric tons of iron ore and 27.4 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 the United States. In 2012, we purchased a substantial portion of our iron ore and coal imports pursuant to long-term contracts. The supply contracts have terms of one to ten years and the long-term contracts generally provide for periodic price adjustments to the then-market prices. The long-term contracts to purchase iron ore and coal generally provide for quarterly adjustments to the purchase prices to be determined through negotiation between the supplier and us. Such price negotiations are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. Typically, globally influenced buyers and sellers of raw materials determine benchmark prices of raw materials, based on which other buyers and sellers negotiate their prices after taking into consideration the quality of raw materials and other factors. 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 an acquisition of a minority interest. We purchased approximately 19.0% of our iron ore and coal imports in 2012 from foreign mines in which we have made investments. Our major investments to procure supplies of coal, iron ore and nickel are located in Australia, Brazil, New Caledonia and Canada, and our significant investments are as follows:

We made an investment of US$500 million in December 2008 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 secured approximately 0.2 million tons of iron ore in 2012, and we have the right to secure up to 3.7 million tons of iron ore per year.

We made an initial investment of A$249 million in 2010 to acquire a 3.75% interest in Roy Hill Holdings Pty., Ltd., an iron ore mining company in Australia. We subsequently entered into a contract in March 2012 to invest an additional A$1,495 million to increase our interest to 15% but sold a 2.5% interest in April 2012 to China Steel Corporation for A$305 million. Through our remaining 12.5% interest in Roy Hill Holdings Pty. Ltd., we expect to secure approximately 7.0 million tons of iron ore per year starting in 2015.

In July 2010, we acquired a 24.5% interest in the Australian Premium Iron (API) iron ore joint venture in Pilbara, Australia for A$184 million, which expects to supply 7.4 million tons of iron ore per year starting in 2018.

As part of a consortium including China Steel Corporation and domestic financial investors, we made an investment of US$270 million in March 2013 to acquire a minority interest in ArcelorMittal Mines Canada Inc., an iron ore mining company in Canada. We expect to secure additional iron ore through our investment in the mining company.

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 market price of coal per wet metric ton (benchmark free on board price of Australian premium hard coking coal) was US$191 in 2010, US$292 in 2011 and US$209 in 2012. The average market price of iron ore per dry metric ton (free on board price of Platts Iron Ore index with iron (Fe) 62% content) was US$136 in 2010, US$167 in 2011 and US$113 in 2012. 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

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wrought nickel from leading producers in Australia, Indonesia, New Caledonia and Japan, as well as Korea. A substantial portion of the requirements for ferrochrome is 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, European Union and Southeast Asian countries. As for the requirements for carbon steel scrap, scrap from the Pohang Steelworks is also utilized. The average market price of nickel per ton trading on the London Metal Exchange was US$21,809 in 2010, US$22,894 in 2011 and US$17,536 in 2012.

Transportation

In order to meet our transportation needs for iron ore and coal, we have entered into long-term contracts with shipping companies in Korea to retain a fleet of dedicated vessels. These dedicated vessels transported approximately 80% of the total requirements in 2012, and the remaining approximately 20% was transported by vessels retained through short to medium term contracts, depending on market conditions. Australia and Brazil are the main countries where the vessels are loaded, and they accounted for 65% and 16%, respectively, of our total requirements in 2012. We plan to increase the average size of dedicated vessels we use by approximately 10% by 2020 in order to pursue additional economies of scale, as well as upgrade some of the existing vessels with others that utilize more energy-efficient technologies.

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 the 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 slabs, blooms or billets at the continuous casting machine. Slabs, blooms and billets are produced at different standardized sizes and shapes. Slabs, blooms and 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.

Slabs 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 slabs are produced at a continuous casting mill. The slabs 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.

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Competition

Domestic Market

We are the largest 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 42% on a non-consolidated basis in 2012, 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 48% and 49%, respectively, on a non-consolidated basis in 2012, 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 Co., Ltd. with an annual crude steel production of approximately 17.1 million tons and Dongbu Steel Co., Ltd. with an annual crude steel production of approximately 2.0 million tons. Hyundai Steel completed construction of an integrated steel mill with an annual capacity of 4 million tons in January 2010 and added a second furnace with the same capacity in November 2010 and a third furnace with the same capacity in April 2011.

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 S.A., 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 joint ventures around the world that engage in steel production activities.

Korea. POSCO Specialty Steel produces high-quality steel products for the automotive, machinery, nuclear power plant, shipbuilding, aeronautics and electronics industries. We currently hold a 94.7% interest in the company. Production facilities operated by POSCO Specialty Steel have an aggregate annual production capacity of 840 thousand tons of wire rods, round bars, steel pipes and semi-finished products. POSCO Specialty Steel Co., Ltd. produced 580 thousand tons of such products in 2012.

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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, automotive 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.

China. 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 998 thousand tons of stainless steel products in 2012.

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. The plant became operational in December 2004, with an annual production capacity of 180 thousand tons of stainless cold rolled steel products. Qingdao Pohang Steel produced 211 thousand tons of such products in 2012.

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. The cold rolling mill with an annual production capacity of 1.9 million tons became operational in March 2006 and the company produced 1.9 million tons of such products in 2012. We currently hold a 25% interest in this joint venture.

Vietnam. We entered into an agreement with Nippon Steel & Sumitomo Metal 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. We completed the construction of a plant in September 2009 with an annual production capacity of 1.2 million tons of cold rolled products and commenced commercial production. POSCO Vietnam produced 939 thousand tons of such products in 2012.

Thailand. In order to secure an alternative sales source for stainless cold rolled steel products and an export base for expanding into the Southeast Asia stainless steel markets, we acquired a controlling interest in Thainox Stainless Public Company Limited, a major stainless steel manufacturer in Thailand, in September 2011. We renamed the company as POSCO Thainox Public Company Limited in October 2011 and currently hold a 84.9% interest in the company. POSCO Thainox Pcl plans to increase its production volume to 300,000 tons by 2015. The company produced 177 thousand tons of stainless cold rolled products in 2012.

United States. We entered into a joint venture in March 2007 with US Steel and SeAH to establish United Spiral Pipe LLC to produce American Petroleum Institute-compliant pipes (“API Pipes”) and non-API pipes. We hold a 35% interest in the company. US Steel and we each supply 50% of the hot rolled steel required for the production of pipes. United Spiral Pipe started commercial production in May 2010 and produced 40 thousand tons of pipes in 2012.

We also entered into 50-50 joint venture between U.S. Steel Corporation and us called USS-POSCO Industries Corporation. We sell hot rolled products to USS-POSCO Industries, which uses such products to manufacture cold rolled and galvanized steel products and tin-plate products for sale in the United States. USS-POSCO Industries produced 845 thousand tons of such products in 2012.

Mexico. In Mexico, POSCO Mexico S.A. de C.V. completed the construction of a plant in August 2009 with an annual production capacity of 0.4 million tons of cold rolled products and commenced commercial production to supply automotive manufacturers in Mexico, Southeastern United States and South America. POSCO Mexico produced 372 thousand tons of cold rolled products in 2012.

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Others. 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. We obtained clearance from the Government of India in May 2011 for deforestation and we are currently in the process of acquiring the land on which the integrated steel mill will be constructed. However, the National Green Tribunal, a special court in India that handles the expeditious disposal of cases pertaining to environmental issues, ordered in March 2012 that the Ministry of Environment should reassess the conditions on which clearance was granted for the project, and the ministry is currently in the process of revalidating its environmental clearance. With respect to development of iron ore mines in Orissa State, all hearings have been completed, and we are waiting for the final verdict from the Indian Supreme Court. In June 2010, we also signed a memorandum of understanding with the Government of Karnataka, a state in southwest India, to construct an integrated steel mill in Karnataka. However, due to the cease and desist order from the Supreme Court of India on all mining activities in Karnataka as a result of illegal mining operations and the region’s political instability, the mining lease and land acquisition processes are being delayed.

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 2012, our 42 supply chain management centers recorded aggregate sales of 4.0 million tons of steel products.

Trading

Our trading activities consist primarily of trading activities of Daewoo International. We acquired a controlling interest in Daewoo International for Won 3.37 trillion on September 20, 2010, and we currently hold a 60.3% interest in Daewoo International. Our consolidated subsidiaries that also engage in trading activities include POSCO Processing & Service 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, POSCO America Corporation located in New Jersey, U.S.A. and POSCO South Asia Co., Ltd. located in Bangkok, Thailand.

Daewoo International is a global trading company that primarily engages in trading of steel and raw materials as well as investing in energy and mineral development projects. It also manufactures and sells textiles and operates a department store in Korea. Daewoo International was established in December 2000 when the international trading and construction businesses of Daewoo Corporation were spun off into three separate companies as part of a debt workout program of Daewoo Corporation.

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The following table sets forth a breakdown of Daewoo International’s total sales by export sales, domestic sales and third-party trades as well as product category for the periods indicated:

For the Year Ended December 31,

Product Category

2010 (1) 2011 2012
(In billions of Won, except percentages)

Export Sales

Trading sales:

Steel and metal

4,742 29.5 % 6,070 31.2 % 6,203 35.3 %

Chemical and commodities

1,654 10.3 1,654 8.5 1,686 9.6

Automobile and machinery parts

1,370 8.5 1,527 7.8 1,469 8.4

Electronics and miscellaneous items

83 0.5 93 0.5 120 0.7

Natural resources development

2 0.0

Car seats and other goods

20 0.1 18 0.1 26 0.1

Sub-total

7,868 49.0 9,362 48.1 9,506 54.1

Manufactured product sales

143 0.9 196 1.0 143 0.8

Miscellaneous

40 0.2 71 0.4 25 0.1

Total export sales

8,051 50.1 9,629 49.5 9,674 55.0

Domestic Sales

Trading sales:

Steel and metal

517 3.2 % 688 3.5 % 609 3.5 %

Chemical and commodities

55 0.4 70 0.4 69 0.4

Automobile and machinery parts

8 0.1 8 0.1 3 0.0

Electronics and miscellaneous items

7 0.0

Car seats and other goods

72 0.5 78 0.4 66 0.4

Sub-total

653 4.1 844 4.3 754 4.3

Manufactured product sales

99 0.6 103 0.5 85 0.5

Miscellaneous

7 0.0 8 0.1 9 0.1

Total domestic sales

759 4.7 955 4.9 848 4.9

Third-Country Trades

Trading

9,998 62.3 % 12,151 62.5 % 10,220 58.2 %

Natural resources development

55 0.3 58 0.3 78 0.4

Manufactured product trading

467 2.9 474 2.4 312 1.8

Total third-country trades

10,521 65.5 12,683 65.2 10,610 60.4

Consolidation adjustments

(3,269 ) (20.3 ) (3,810 ) (19.6 ) (3,561 ) (20.3 )

Total sales

16,062 100.0 % 19,457 100.0 % 17,571 100.0 %

(1) Sales results of Daewoo International in 2010 were consolidated into our results only from the date of our acquisition of Daewoo International on September 20, 2010.

The tables below set out Daewoo International’s total sales by geographical area for the periods indicated.

For the Year Ended December 31,
2011 2012

Region

Billions of Won % Billions of Won %

Korea

851 4.4 % 1,471 8.4 %

Asia (excluding China)

7,073 36.4 6,819 38.8

China

4,111 21.1 3,451 19.6

North America

1,484 7.6 1,455 8.3

Others

5,938 30.5 4,374 24.9

Total

19,457 100.0 % 17,571 100.0 %

Trading Activities. Daewoo International’s trading activities consist of exporting and importing a wide variety of products and commodities, including iron and steel, raw materials for steel production, non-ferrous metals, chemicals, automotive parts, machinery and plant equipment, electronics products,

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agricultural commodities and textiles. Daewoo International is also engaged in third-country trade that does not involve exports from or imports to Korea. The products are obtained from and supplied to numerous suppliers and purchasers in Korea and overseas, which are procured through a global trading network comprised of 38 overseas trading subsidiaries and 51 overseas branches and representative offices in 46 countries. Such subsidiaries and offices support Daewoo International’s trading activities by locating suitable local suppliers and purchasers on behalf of customers, identifying business opportunities and providing information regarding local market conditions.

In most cases, Daewoo International enters into trading transactions after the underlying sale and purchase contracts have been matched, which mitigates inventory and price risks to Daewoo International. Daewoo International has not experienced material losses related to such risks. Daewoo International typically enters into trading transactions as a principal, and in limited cases as an import or export agent. When acting as a principal or an agent, Daewoo International derives its gross trading profit from the margin between the selling price of the products and the purchase price it pays for such products. In the case of principal transactions, the selling price is recorded as sales and the purchase price is recorded as cost of sales, while only the margin is recorded as sales in the case of agency transactions in which Daewoo International does not assume the risks and rewards of ownership of the goods. In the case of principal transactions, it typically takes between 23 days to 63 days between Daewoo International’s payment of goods and its receipt of payment from its customers. In the instances in which it acts as an arranger for a third country transaction, Daewoo International derives its gross trading profit from, and records as sales, the commission paid to it by the customer. The sizes of margins and commissions for Daewoo International’s trading activities vary depending on a number of factors, including prevailing supply and demand conditions for the product involved, the cost of financing, insurance, storage and transport and the creditworthiness of the customer, and tends to decline as the product or market matures.

In connection with its export and import transactions, Daewoo International has accounts receivable and payable in a number of currencies, but principally in Dollars. Daewoo International’s exposure to fluctuations in exchange rates, including the Won/Dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because Daewoo International’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in Dollars. Although the impact of exchange rate fluctuations is substantially mitigated by such strategies, Daewoo International also periodically enters into derivative contracts, primarily currency forward contracts, to further hedge its foreign exchange risks.

In connection with its trading activities, Daewoo International arranges insurance and product transport at the request of customers, the costs of which generally become reflected in the sales price of the relevant products, and also provides financing services to its purchasers and suppliers as necessary. In the case of trading transactions involving large-scale industrial or construction projects, Daewoo International also provides necessary project planning and organizing services to its customers.

Natural Resources Development Activities. Daewoo International also invests in energy and mineral development projects throughout the world. In particular, Daewoo International joined a consortium with Korea Gas Corporation, ONGC Videsh Ltd. and the Gas Authority of India Ltd. in November 2002, which made a successful bid in the gas exploration, development and production project in the Myanmar A-1 gas field. In October 2005, the consortium made a successful bid in the gas exploration, development and production project in the Myanmar A-3 gas field, located adjacent to the Myanmar A-1 gas field. In December 2008, the consortium entered into a sales agreement with China National United Oil Corporation to sell the gas produced from the A-1 and A-3 gas fields for a period of 30 years after the commencement of production. In August 2010, Myanmar Oil & Gas Enterprise, the national oil and gas company of Myanmar, acquired a 15% interest in each of the projects. As of December 31, 2012, Daewoo International had invested approximately US$892 million in the A-1 and A-3 gas field projects, approximately US$160 million in a related off-shore pipeline

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project and approximately US$288 million in a related on-shore pipeline project. Daewoo International held a 51% interest in each of the A-1, A-3 and off-shore pipeline projects and a 25% interest in the on-shore pipeline project. Daewoo International plans to make substantial further investments in these gas fields in the future, and production of gas from these gas fields is expected to commence in May 2013.

Such natural resources development projects, while entailing higher risks than the traditional trading business, offer higher potential returns. Daewoo International intends to continue to expand its operations by carefully seeking out promising energy development projects abroad. Daewoo International mitigates the risks associated with such investments through subsidies from the Special Account for Energy Related Funds that is administered, among others, by Korea National Oil Corporation and Korea Resources Corporation, government agencies that promote natural resources development activities of the fund. The fund subsidizes a portion of the investment amount in the event the investor fails to develop viable deposits. If the natural resources development activities are successful, the investor must reimburse the Fund for the subsidy amount, together with accrued interest. In most instances, Daewoo International is required to obtain consent from the Ministry of Trade, Industry & Energy prior to investing in natural resources development projects.

Competition . Daewoo International competes principally with six other Korean general trading companies, each of which is affiliated with a major domestic business group, as well as global trading companies based in other countries. In the domestic market, competition for export transactions on behalf of domestic suppliers and import transactions on behalf of domestic purchasers was limited, as most affiliated general trading companies of large Korean business groups generally relied on affiliate transactions for the bulk of their trading business. However, in recent years, many of these Korean general trading companies have reduced their reliance on their affiliated business group and transactions carried out on behalf of their member companies and instead have generally evolved to focus on segments of the import and export markets in which they have a competitive advantage. As a result, competition among Korean general trading companies in the area of traditional trade has become more intense. Daewoo International’s principal competitors in the overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As Daewoo International diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses.

Construction

POSCO E&C, our consolidated subsidiary in which we hold an 89.5% interest, 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.

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Construction Services Offered . The following table sets forth a breakdown of POSCO E&C’s total sales by product category for the periods indicated:

For the Year Ended December 31,

Product Category

2010 2011 2012
(In billions of Won, except percentages)

Plant works

2,228 31.0 % 1,797 23.9 % 3,223 37.3 %

Architectural works

1,779 24.7 1,728 23.0 2,026 23.5

Energy works

1,184 16.5 1,465 19.5 1,411 16.3

Civil works

1,260 17.5 1,458 19.4 1,220 14.1

Real estate services

131 1.8 94 1.3 40 0.5

Engineering services

775 10.8 1,137 15.1 1,118 12.9

Consolidation adjustments

(163 ) (2.3 ) (171 ) (2.3 ) (401 ) (4.6 )

Total sales

7,194 100.0 % 7,508 100.0 % 8,637 100.0 %

The tables below set out POSCO E&C’s total sales by geographical area for the periods indicated.

For the Year Ended December 31,

Region

2010 2011 2012
(In billions of Won, except percentages)

Korea

6,389 88.8 % 5,438 72.4 % 7,729 89.5 %

Southeast Asia

290 4.0 493 6.6 475 5.5

India

65 0.9 201 2.7 56 0.6

China

155 2.2 133 1.8 170 2.0

Middle East

12 0.2 294 3.9 217 2.5

Central and South America

418 5.8 1,001 13.3 261 3.0

Others

28 0.4 120 1.6 131 1.5

Consolidation adjustments

(163 ) (2.3 ) (171 ) (2.3 ) (401 ) (4.6 )

Total sales

7,194 100.0 % 7,508 100.0 % 8,637 100.0 %

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 has substantial experience in the energy field obtained from the construction of various power plants for member companies of the POSCO Group, specializing primarily in engineering and construction of liquefied natural gas (“LNG”) and coal-fired thermal power plants. In recent years, POSCO E&C has obtained various orders for such power plants, including LNG-fired power plants in Incheon, Korea and coal-fired thermal power plants in Ventanas and Angamos, Chile. In response to increasing demand from the energy industry, POSCO E&C plans to continue to target opportunities in power plant construction, which it believes offers significant growth potential, and thereby enhance its know-how and profitability.

Competition . Competition in the construction industry is based primarily on price, reputation for quality, reliability, punctuality and financial strength of contractors. In Korea, POSCO E&C’s main competition in the construction of residential and non-residential buildings, EPC projects, urban planning and development projects and civil works projects consists of approximately ten major domestic construction companies, all of which are member companies of other large business groups in Korea and are capable of undertaking larger-scale, higher-value-added projects that offer greater potential returns. A series of measures introduced by the Government over the past few years to regulate housing prices in Korea, as well as an increasing popularity of low-bid contracts in civil works project mandates, have contributed to increased competition in the Korean construction industry in

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recent years. In the overseas markets, POSCO E&C faces competition from local construction companies, as well as international construction companies from other countries, including other major Korean construction companies with overseas operations. Construction companies from developed countries may be more experienced, have greater financial resources and possess more sophisticated technology than POSCO E&C, while construction companies from developing countries often have the advantage of lower wage costs.

Others

As part of our diversification efforts, we strive to identify business opportunities that supplement our steel, trading and construction segments, including power generation, LNG logistics and network and system integration.

POSCO Energy Corporation . In 2006, we acquired the largest domestic private power utility company that operates LNG combined cycle power generation facilities with total power generation capacity of 1,800 megawatts and renamed it POSCO Energy Corporation. POSCO Energy Corporation expanded its power generation capacity by constructing additional 1,252 megawatts power plants that began commercial operation in June 2011. In December 2010, POSCO Energy Corporation also completed the construction of a 284 megawatts combined cycle power generation facility utilizing by-product gas generated from our Gwangyang Works. As part of its efforts to geographically diversify its power generation facilities, POSCO Energy Corporation is constructing a 1,200 megawatts class coal power plant in Vietnam with Applied Energy Services Corporation. In Indonesia, POSCO Energy Corporation has partnered with PT. Krakatau Daya Listrik to build a 200 megawatts by-product gas power plant, which will be used to power our integrated mill. POSCO Energy Corporation’s total power generation capacity was approximately 3,300 megawatts as of December 31, 2012, and it plans to further increase its power generation capacity with the construction of additional power plants in Korea.

POSCO Energy Corporation is also selectively seeking opportunities to expand into solar, wind and other renewable energy businesses in order to become an integrated provider of energy solutions. In order to meet the increasing demand and regulatory requirements for clean energy, POSCO Energy Corporation signed a strategic partnership agreement in February 2007 with FuelCell Energy, a global leader in the field of molten carbonate fuel cell technology, pursuant to which POSCO Energy Corporation is exploring opportunities to expand its business into the stationary fuel cell market. In consultation with FuelCell Energy, POSCO Energy Corporation completed construction of a fuel cell stack manufacturing plant with an annual production capacity of 34 megawatts in 2011 with the objective of enhancing POSCO Energy Corporation’s capability to meet the growing domestic demand for fuel cell energy.

LNG Logistics. In an effort to reduce our dependency on oil, we became the first private company in Korea to import LNG in 2005, and we have steadily increased the use of natural gas for energy generation at our steel production facilities. We operate an LNG receiving terminal that is equipped with two 100,000 kiloliters storage tanks and one 165,000 kiloliters storage tank and additional facilities with capacity to process up to 1.7 million tons of LNG annually in Gwangyang. We are also constructing an additional 165,000 kiloliters storage tank that is scheduled for completion in May 2013. In order to achieve maximum operational efficiency of our LNG terminal, we participate in the LNG trading and LNG ship gas trial businesses. We are also building a synthetic natural gas production plant with an annual capacity of 500,000 tons in Gwangyang that is scheduled for completion by the end of 2014. We believe that the synthetic natural gas production plant will provide us with a stable supply of LNG substitutes that we can utilize to meet our growing needs for energy generation.

Others. We acquired or established several subsidiaries that address specific services to support the operations of Pohang Works and Gwangyang Works. POSCO ICT Co., Ltd., founded in 1989, provides information and technology consulting and system network integration and outsourcing services. POSCO Plant Engineering Co., Ltd., created from merger of POSCO Machinery &

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Engineering Co., Ltd. and POSCO Machinery Co., Ltd. in January 2010, provides engineering services related to plant construction and operations. POSCO Chemtech Company Ltd., formerly POSCO Refractories and Environment Company, Ltd., specializes in the manufacturing of refractories and lime used in steel manufacturing processes as well as a wide range of chemical products.

Insurance

As of December 31, 2012, our property, plant and equipment are insured against fire and other casualty losses up to approximately Won 17,800 billion. In addition, we carry general insurance for vehicles and accident compensation insurance for our employees to the extent we consider appropriate.

Item 4.C. Organizational Structure

The following table sets out the jurisdiction of incorporation and our ownership interests of our significant subsidiaries:

Name

Jurisdiction of
Incorporation
Percentage of
Ownership

Daewoo International Corporation

Korea 60.31 %

POSCO Engineering & Construction Co., Ltd

Korea 89.53 %

POSCO Energy Corporation

Korea 89.02 %

Zhangjiagang Pohang Stainless Steel Co., Ltd.

China 82.48 %

POSCO Specialty Steel Co., Ltd.

Korea 94.74 %

POSCO Processing & Service Co., Ltd.

Korea 95.31 %

POSCO ICT Co., Ltd.

Korea 72.54 %

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. Pohang Works currently has an annual crude steel and stainless steel production capacity of 16.7 million tons. 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 44 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 consumed approximately 321 thousand tons of LNG and approximately 11,310 gigawatt hours of electricity in 2012. Pohang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.

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The following table sets out Pohang Works’ capacity utilization rates for the periods indicated.

As of  or for the Year Ended December 31,
2010 2011 2012

Crude steel and stainless steel production capacity as of end of the year (million tons per year)

15.00 16.65 16.65

Actual crude steel and stainless steel output (million tons)

14.23 16.38 16.54

Capacity utilization rate (%) (1)

94.9 98.4 99.3

(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. Gwangyang Works currently has an annual crude steel production capacity of 20.8 million tons. 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 46 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. Gwangyang Works consumed approximately 319 thousand tons of LNG and approximately 13,733 gigawatt hours of electricity in 2012.

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.

As of or for the Year Ended  December 31,
2010 2011 2012

Crude steel production capacity as of end of the year (million tons per year)

20.80 20.80 20.80

Actual crude steel output (million tons)

19.48 20.94 21.45

Capacity utilization rate (%) (1)

100.4 100.7 103.1

(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. As we continue to diversify our production operations abroad and the importance of comprehensive

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environmental management continues to grow, we announced an integrated environmental management system in December 2010, pursuant to which all of our subsidiaries located in Korea as well as abroad acquired the ISO 14001 certification. We also operate a certification program targeting our suppliers and outsourcing partners, pursuant to which they are encouraged to establish environmental management systems of their own.

We have taken additional measures to ensure that we are appropriately addressing environmental issues. We recycle most of the by-products from the steelmaking process. A vital part of our production process requires consumption of water, and many of our operations are located on coastal sites or adjacent to major lakes and rivers. Recognizing the importance of water resources, we established mid-to-long-term water management strategies to more effectively utilize water resources, including increasing water recycling, reducing usage volume, developing substitute sources and reducing manufacturing discharge harmful to the environment. As part of our efforts to preserve biological diversity, we supply steel slag that is used in the construction of underwater facilities designed to restore marine ecosystems damaged by rising seawater temperatures. In addition, we 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 automotive 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 Austrian company, and we completed the construction of our first FINEX plant in May 2003 with an annual steel production capacity of 0.6 million tons and a second FINEX plant in May 2007 with an annual steel production capacity of 1.5 million tons. The total annual steel production capacity of our FINEX plants is 2.1 million tons. We are now preparing for the construction of our third FINEX plant, which we expect will commence operations in late 2013. 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.

Our climate change response program seeks to minimize the risks from changes in climate as well as to maximize the opportunities available in such environment by enhancing the energy efficiency of our production process. We invested Won 27.3 billion in facilities and equipment for the program in 2012, and we spent Won 76.3 billion in our research and development activities in 2012 to reduce carbon dioxide emissions. We are also involved in a forestation project in Uruguay, which was registered as the world’s first Clean Development Mechanism project sponsored by a steel producer. Clean Development Mechanism is one of the Kyoto Protocol’s project-based mechanisms designed to promote projects that reduce emissions. We have disclosed our carbon dioxide emission levels and efforts to deal with climate changes through various channels, including participating in the Carbon Disclosure Project. The Carbon Disclosure Project is an organization based in the United Kingdom that works with major corporations around the world to disclose their greenhouse gas emission levels.

POSCO spent Won 636 billion in 2010, Won 493 billion in 2011 and Won 634 billion in 2012 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.

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Item 5 . Operating and Financial Review and Prospects

Item 5.A. Operating Results

The following discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with IFRS, as issued by the IASB. Unless otherwise noted, the amounts included in Item 5.A. are presented on a consolidated basis.

Overview

We are the largest fully integrated steel producer in Korea. We have four reportable operating segments — a steel segment, a trading segment, an engineering and construction 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 trading segment consists of global trading activities of Daewoo International, 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 construction segment includes planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas. The “others” segment includes power generation, LNG production, network and system integration and logistics. See Note 39 of Notes to Consolidated Financial Statements.

One of the major factors contributing to our historical performance has been the growth of the Korean economy, and our future performance will depend at least in part on Korea’s general economic growth and prospects. For a description of recent developments that have had and may continue to have an adverse effect on our results of operations and financial condition, see “Item 3. Key Information — Item 3.D. Risk Factors — 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.” A number of other factors have had or are expected to have a material impact on our results of operations, financial condition and capital expenditures. These factors include:

our sales volume, unit prices and product mix;

costs and production efficiency;

exchange rate fluctuations; and

acquisition of Daewoo International in September 2010.

As a result of these factors, our financial results in the past may not be indicative of future results or trends in those results.

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, automotive, electrical appliances and downstream steel processors, and the Korean economy in general.

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In 2011, unit sales prices in Won for all of our principal product lines of steel products produced by us and directly sold to external customers increased. The weighted average unit price for such products increased by 13.1% from 2010 to 2011, despite an appreciation in the average value of the Won against the Dollar from 2010 to 2011 that decreased our export prices in Won terms. The average exchange rate of the Won against the Dollar, as announced by Seoul Money Brokerage Services, Ltd., appreciated from Won 1,156.3 to US$1.00 in 2010 to Won 1,108.1 to US$1.00 in 2011.

The unit sales price of wire rods, which accounted for 5.7% of total sales volume of the principal steel products produced by us and directly sold to external customers, increased by 34.6% in 2011. The unit sales price of cold rolled products, which accounted for 37.3% of total sales volume of such products, increased by 13.3% in 2011. The unit sales price of plates, which accounted for 14.8% of total sales volume of such products, increased by 12.6% in 2011. The unit sales price of stainless steel products, which accounted for 8.2% of total sales volume of such products, increased by 12.3% in 2011. The unit sales price of hot rolled products, which accounted for 30.1% of total sales volume of such products, increased by 10.4% in 2011. The unit sales price of silicon steel sheets, which accounted for 3.8% of total sales volume of such products, increased by 5.9% in 2011.

In 2012, unit sales prices in Won for all of our principal product lines of steel products produced by us and directly sold to external customers decreased. The weighted average unit price for such products decreased by 10.6% from 2011 to 2012, despite a depreciation in the average value of the Won against the dollar in 2012 that increased our export prices in Won terms. The average exchange rate of the Won against the Dollar depreciated from Won 1,108.1 to US$1.00 in 2011 to Won 1,126.9 to US$1.00 in 2012.

The unit sales price of plates, which accounted for 13.8% of total sales volume of the principal steel products produced by us and directly sold to external customers, decreased by 16.2% in 2012. The unit sales price of hot rolled products, which accounted for 28.5% of total sales volume of such products, decreased by 15.4% in 2012. The unit sales price of stainless steel products, which accounted for 9.2% of total sales volume of such products, decreased by 14.3% in 2012. The unit sales price of silicon steel sheets, which accounted for 3.8% of total sales volume of such products, decreased by 13.4% in 2012. The unit sales price of cold rolled products, which accounted for 39.6% of total sales volume of such products, decreased by 8.4% in 2012. The unit sales price of wire rods, which accounted for 5.1% of total sales volume of such products, decreased by 6.3% in 2012.

We maintained relatively constant export pricing levels throughout 2010, but we gradually increased our export prices in the first half of 2011. However, our export prices fell substantially in the second half of 2011 and decreased further in 2012 due to uncertainties in the global economy caused by financial difficulties affecting European countries including Greece, Spain, Portugal and Italy. 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.”

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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

2010 2011 2012
(In thousands of Won per ton)

Cold rolled products

928 1,051 963

Hot rolled products

789 871 737

Stainless steel products

2,748 3,087 2,646

Plates

926 1,043 873

Wire rods

987 1,328 1,245

Silicon steel sheets

1,484 1,571 1,362

Average (1 )

1,059 1,198 1,071

(1) “Average” prices are based on the weighted average, by sales volume, of our sales for the listed principal products produced by us and directly sold to external customers. See “Item 4. Information on the Company — Item 4.B. Business Overview — Major Products.” The average unit sales price calculation does not include sales results of steel products categorized as “others.”

Costs and Production Efficiency

Our major costs and operating expenses are raw material purchases, depreciation, labor and other purchases. The table below sets out our cost of sales and selling and administrative expenses as a percentage of our revenue as well as gross profit margin and operating profit margin for the periods indicated.

For the Year Ended December 31,
2010 2011 2012
(Percentage of net sales)

Cost of goods sold

82.9 % 86.8 % 88.3 %

Selling and administrative expenses

5.5 5.3 6.0

Gross margin

17.1 13.2 11.7

Operating profit margin

11.3 7.8 5.2

Our operating profit margin decreased from 11.3% in 2010 to 7.8% in 2011. Our operating profit margin was negatively affected in 2011 due to the consolidation of Daewoo International’s results in 2011 for the full year compared to the consolidation of such results in 2010 starting September 20, 2010, the date of our acquisition of the controlling interest in Daewoo International. Daewoo International, as a global trading company that primarily engages in trading of steel and raw materials, typically recognizes revenue from its trading activities on a gross basis that results in lower margin levels. Our operating profit margin further decreased to 5.2% in 2012, reflecting the current challenging business environment as discussed below.

We are closely monitoring changes in market conditions and we implemented the following measures in recent years to address challenges posed by the global economic downturn:

pursuing cost reduction through enhancing product designs, improving productivity and reducing transportation costs;

focusing on marketing activities to increase our domestic market share and export sales; and

establishing a special sales committee to more effectively respond to changes in market trends and preparing responses to various scenarios of future sales.

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Production capacity represents our maximum production capacity that can be achieved with an optimal level of operations of our facilities. The table below sets out certain information regarding our production capacity and efficiency in the production of steel products for the periods indicated.

For the Year Ended December 31,
2010 2011 2012

Crude steel and stainless steel production capacity (million tons per year) (1)

37.6 39.5 39.6

POSCO

35.8 37.5 37.5

POSCO Specialty Steel Co., Ltd.

1.0 1.0 1.1

Zhangjiagang Pohang Stainless Steel Co., Ltd.

0.8 1.0 1.0

Actual crude steel and stainless steel output (million tons) (1)

35.4 39.0 39.7

POSCO

33.7 37.3 38.0

POSCO Specialty Steel Co., Ltd.

0.8 0.8 0.7

Zhangjiagang Pohang Stainless Steel Co., Ltd.

0.8 0.9 1.0

Capacity utilization rate (%) (1)

94.2 % 98.7 % 100.3 %

POSCO

94.2 % 99.7 % 101.4 %

POSCO Specialty Steel Co., Ltd.

85.2 % 86.4 % 63.3 %

Zhangjiagang Pohang Stainless Steel Co., Ltd.

103.8 % 99.1 % 103.3 %

(1) Reflects production capacity of POSCO, POSCO Specialty Steel Co., Ltd. and Zhangjiagang Pohang Stainless Steel Co., Ltd.

We believe that global demand for steel products will remain relatively weak in 2013, and we plan to decrease our steel production to approximately 37 million tons in 2013.

Exchange Rate Fluctuations

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2012, 48.0% of our total revenue from steel products produced and sold by us was in overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recorded may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. 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;

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 against major currencies, on the other hand, causes:

our export products to be less competitive by raising our prices in Dollar terms; and

a reduction in net sales and accounts receivables in Won from export sales, which are primarily denominated in Dollars.

We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the

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adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, Daewoo International’s exposure to fluctuations in exchange rates, including the Won/Dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because Daewoo International’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in Dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly Daewoo International and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future. 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), depreciation of the Won generally has a negative impact on our results of operations.

Acquisition of Daewoo International in September 2010

On September 20, 2010, we acquired a controlling interest in Daewoo International for Won 3.37 trillion. In accordance with IFRS as issued by the IASB, the results of operations of Daewoo International have been consolidated starting on September 20, 2010, the date of acquisition. Accordingly, comparability with our consolidated financial statements for prior years is impacted accordingly. On a consolidated basis, Daewoo International generated revenues of Won 4,272 billion and profit for the period of Won 128 billion in 2010 subsequent to our acquisition, revenues of Won 19,457 billion and profit for the period of Won 211 billion in 2011, and revenues of Won 17,571 billion and profit for the period of Won 216 billion in 2012.

Inflation

Inflation in Korea, which was 3.0% in 2010, 4.2% in 2011 and 2.2% in 2012, has not had a material impact on our results of operations in recent years.

Critical Accounting Estimates

We have prepared our consolidated financial statements in accordance with IFRS as issued by the IASB. These accounting principles require us to make certain estimates and judgments that affect the reported amounts in our consolidated financial statements. Our estimates and judgments are based on historical experience, forecasted future events and various other assumptions that we believe to be reasonable under the circumstances. Estimates and judgments may differ under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. We believe the critical accounting policies discussed below are the most important to the portrayal of our financial condition and results of operations. Each of them is dependent on projections of future market conditions, and they require us to make the most difficult, subjective or complex judgments.

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 from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate and negatively impact their ability to make payments, additional allowances may be required. 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 customer’s ability to pay.

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Trade account receivables are analyzed on a regular basis and, upon our becoming aware of a customer’s inability to meet its financial commitments to us, the value of the receivable is reduced through a charge to the allowance for doubtful accounts. In addition, we record a charge to the allowance for doubtful accounts upon receipt of customer claims in connection with sales that management estimates are unlikely to be collected in full. As of December 31, 2012, the percentage of allowance for doubtful accounts to gross account receivables was 3.28%. Assumptions and judgments related to the allowance for doubtful accounts did not change in 2012.

Specifically, allowances for doubtful accounts are recorded when any of the following loss events occur: (i) there is objective evidence as to the uncollectibility of the account observed through bankruptcy, default or involuntary dissolution of the customer; (ii) we lose a lawsuit against the customer or our right of claim gets extinguished; (iii) our costs to collect the account exceed the payments to be received; or (iv) a dispute with the customer over the collection of the account persists for more than three years.

The actual average annual uncollected percentage rate of accounts receivables resulting in write-offs for the three years in the period ended December 31, 2012 was 0.21%. These historical results, as well as current known conditions impacting the collectability of our accounts receivable balances, are significant factors for us when we estimate the amount of the necessary allowance for doubtful accounts. Historically, losses from uncollectible accounts receivables have been within expectations and in line with the allowances established. However, 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. In this case, our results of operations, financial condition and net worth could be materially and adversely affected.

Valuation of Financial Instruments including Debt and Equity 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 financial instruments 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. Determining the fair value of unlisted financial instruments involves a significant degree of management resources and judgment as no quoted prices exist and such securities are generally very thinly traded. Derivatives for which quoted market prices are not available are valued using valuation models such as the discounted cash flow method. The key inputs used in the valuation of such derivatives depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, foreign exchange rates, the spot price of the underlying instrument, volatility and correlation. The fair values based on pricing and valuation models and discounted cash flow analysis are subject to various assumptions used that, if changed, could significantly affect the fair value of the investments.

We assess at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is also evidence that the asset is impaired. 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 in order to assess whether there is any objective evidence such as significant financial difficulty of the issuer.

We have estimated fair values of material non-marketable securities. We estimated these fair values based on pricing or valuation models, quoted prices of instruments with similar characteristics,

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or discounted cash flow models. The discounted cash flow model valuation technique is based on the estimated cash flow projections of the underlying investee. Key assumptions and estimates include market conditions, revenue growth rates, operating margin rates, income tax rates, depreciation and amortization rates, the level of capital expenditures, working capital amounts and the discount rates. These estimates are based on historical results of the investee and other market data. In these cash flows projections, the two most significant estimates are the discount rates and revenue growth rates. If the discount rates used in these valuations were increased by 1%, then the estimated fair values would have decreased by 10% in total. In addition, if the revenue growth rate assumptions were decreased by 1% in the cash flow models, then the estimated fair values would have decreased by 12% in total.

We recognized impairment losses on available-for-sale investments of Won 57 billion in 2010, Won 153 billion in 2011 and Won 224 billion in 2012. Losses on impairment of investments increased in 2012 primarily due to impairment losses of Won 96 billion and Won 36 billion resulting from significant and prolonged declines in the fair value of our investments in Jupiter Mines Ltd. and SK Telecom, respectively, to below cost.

Historically, our estimates and assumptions used to evaluate impairment of investments have been within expectations. However, unforeseen circumstances such as adverse market conditions that deviate significantly from our estimates may require us to recognize additional losses on impairment of investments. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. The use of alternative estimates and assumptions could increase or decrease the estimated fair values of our investments and potentially result in different impacts on our results of operations.

Long-lived Assets

At each reporting date, we review the carrying amounts of our tangible and intangible assets (excluding goodwill) to determine whether there is any indication that the carrying amount of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset (or cash generating unit) is reviewed in order to determine the amount of the impairment, if any. The recoverable amount is the higher of the asset’s net selling price (fair value reduced by selling costs) and its 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 such amount is material, the impairment of the 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 and is subject to changes in market conditions.

The depreciable lives and salvage values of our long-lived assets are estimated and reviewed each year based on industry practices and prior experience to reflect economic lives of long-lived assets. Effective January 1, 2011, we changed our estimated useful lives for certain machinery and equipment in our steel operating segment from the previous eight years to fifteen years based on an asset life study. Our depreciation expense decreased by Won 1,227 billion in 2011 as a result of such changes in our estimated useful lives.

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 make a number of significant assumptions and estimates in the application of the discounted cash flow model

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to forecast cash flows, including business prospects, market conditions, selling prices and sales volume of products, costs of production and funding sources. The estimated cash flow forecast amounts are derived from the most recent financial budgets for the next five years. For periods beyond the five year forecast period, we use a terminal value approach to estimate the cash flows for the remaining years based on an expected estimated growth rate. This estimated growth rate is based on actual historical results. As of December 31, 2012, we estimated an average discount rate of 7.51% and an average rate of revenue growth of 1.01%. However, given the current economic environment, it is likely that the estimates and assumptions will be more volatile than they have been in the past. Further impairment charges may be required if triggering events occur, such as adverse market conditions, that suggest deterioration in an asset’s recoverability or fair value. Assessment of the timing of when such declines become other than temporary and 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. If our future cash flow projections are not realized, either because of an extended recessionary period or other unforeseen events, impairment charges may be required in future periods.

If the estimated average discount rates used in these valuations were increased by 1%, then the estimated fair values would have decreased by 13% in total. If the estimated average rate of revenue growth rate were decreased by 1%, then the estimated fair values would have decreased by 11% in total. These sensitivity analyses do not affect the impairment loss due to the absence of an impairment loss indicator for our long-lived assets.

Goodwill

Goodwill is tested for impairment annually at the level of the groups of cash generating units or whenever changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts of the groups of cash-generating units are determined from the higher of their fair value less cost to sell or their value-in-use calculations. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period.

Our management estimates discount rates using post-tax rates that reflect current market rates for investments of similar risk. Growth rates are based on industry growth forecasts, and changes in selling prices and direct costs are based on historical experience and expectations of future changes in the market. Cash flow forecasts are derived from the most recent financial budgets for the next five years. Beyond the specifically forecasted period, we extrapolate cash flows for the remaining years based on an estimated growth rate. This rate does not exceed the average long-term growth rate for the relevant markets. Once recognized, impairment losses recognized for goodwill are not reversed.

In validating the value in use determined for the cash generating units, the sensitivity of key assumptions used in the discounted cash-flow model such as discount rates and the terminal growth rate was evaluated. If the estimated average discount rates used in these valuations were increased by 0.25%, the estimated value-in-use would have decreased by 3.21% in total. If the estimated terminal growth rates were decreased by 0.25%, the estimated value-in-use would have decreased by 3.87% in total. If the discount rate assumptions were increased by 0.25% or the terminal growth rate assumptions were decreased by 0.25%, there would be no impact on goodwill impairment. Based on an impairment test as of December 31, 2012, the value in use of each of the cash generating units substantially exceeded their respective carrying values.

Inventories

Inventories are stated at the lower of cost or net realizable value. Costs of inventories are determined using the moving-weighted average or weighted average method. Materials-in-transit are 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.

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The net realizable value is determined based on the latest selling price available at the end of each quarter taking into account the directly attributable selling costs. The latest selling price is the base price which is the negotiated selling price based upon the recent transactions entered into with major customers. Considering that our inventory turnover is approximately two months and inventories at the balance sheet date would be sold during the following two months, we perform valuation of inventories using the base price as of the balance sheet date and adjust for significant changes in selling price occurring subsequent to the reporting date. The selling price range used for determining the net realizable value of our inventories ranged from the inventory cost amount less 11.6% of gross profit margin to the inventory cost amount plus 28.9% of gross profit margin. For inventories in which expected selling prices are less than the cost amount, the necessary adjustment to write-down the inventories to net realizable value is made. There was no recovery in 2010, 2011 and 2012. The valuation losses of inventories recognized within cost of goods sold were Won 39 billion in 2010, Won 140 billion in 2011 and Won 76 billion in 2012.

Deferred Income Tax Assets

In assessing the realization of our deferred income tax assets, our management considers whether it is probable that a portion or all of the deferred income tax assets will not be realized. The ultimate realization of our deferred income tax assets is dependent on whether we are able to generate future taxable income in specific tax jurisdictions during the periods in which temporary differences become deductible.

Our management has scheduled the expected future reversals of the temporary differences and projected future taxable income in making this assessment. However, changes in our evaluation of our deferred income tax assets from period to period could have a significant effect on our net results and financial condition.

Employee Benefits

Our accounting of employee benefits for defined benefit plans involves judgments about uncertain events including, but not limited to, discount rates, life expectancy, future pay inflation and expected rate of return on plan assets. The discount rates are determined by reference to the yield at the reporting date on high quality corporate bonds that have maturity dates approximating the terms of our benefits obligations and that are denominated in the same currency in which the benefits are expected to be paid. The expected rate of returns assumptions on plan assets are based on the portfolio as a whole and determined on the assumptions considering long-term historical returns and asset allocations. Due to changing market and economic conditions, the underlying key assumptions may differ from actual developments and may lead to significant changes in our defined benefit plan. We immediately recognize all actuarial gains and losses arising from defined benefit plans in retained earnings. If the estimated average discount rates by actuarial assumptions used in these valuations were increased by 1%, then the estimated provision for severance benefits would have decreased by 7.80% in total. If the estimated future pay inflation rates were decreased by 1%, then the estimated provision for severance benefits would have decreased by 7.88% in total.

Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS

In addition to preparing financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare financial statements in accordance with K-IFRS as adopted by the KASB, which we are required to file with the Financial Services Commission and the Korea Exchange under the Financial Investment Services and Capital Markets Act of Korea.

Beginning with our financial statements prepared in accordance with K-IFRS as of and for the year ended December 31, 2012, we are required to adopt certain amendments to K-IFRS No. 1001,

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Presentation of Financial Statements, as adopted by the KASB in 2012. Accordingly, beginning with our consolidated statements of comprehensive income prepared in accordance with K-IFRS for the year ended December 31, 2012, we present operating profit or loss as an amount of revenue less cost of sales and selling and administrative expenses. The amendments were applied retroactively to our consolidated statements of comprehensive income prepared in accordance with K-IFRS for the year ended December 31, 2011 and certain of the items in such consolidated statements of comprehensive income were reclassified to conform to the presentation of operating profit or loss in the consolidated statements of comprehensive income prepared in accordance with K-IFRS for the year ended December 31, 2012. Prior to the adoption of the amendments to K-IFRS No. 1001, Presentation of Financial Statements, we had presented operating profit or loss in our consolidated statements of comprehensive income prepared in accordance with K-IFRS as an amount of revenue plus other income less cost of sales, selling and administrative expenses, and other expenses.

In our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB included in this annual report, such changes in presentation were not adopted. As a result, the presentation of results from operating activities in our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB included in this annual report differs from the presentation of operating profit or loss in the our consolidated statements of comprehensive income prepared in accordance with K-IFRS. The table below sets forth a reconciliation of our results from operating activities as presented in our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB for each of the years ended December 31, 2011 and 2012 to the operating profit or loss as presented in our consolidated statements of comprehensive income prepared in accordance with K-IFRS after giving effect to the amendments to K-IFRS No. 1001, Presentation of Financial Statements, for each of the corresponding years.

For the Year Ended December 31,
2011 2012
(In millions of Won)

Operating profit under IFRS as issued by the IASB

5,408,102 3,291,763

Additions:

Loss on disposals of property, plant and equipment

60,550 65,486

Loss on disposals of investment property

8,826 3,197

Loss on disposals of assets held for sale

9,510

Loss on disposals of investment in associates

15,119

Idle tangible assets expenses

16,881 31,297

Impairment loss of assets held for sale

258,451

Other bad debt expenses

11,155 44,115

Donations

66,558 73,963

Loss on disposals of waste

30,585 45,480

Penalty and default losses

39,551 149,437

Impairment loss of property, plant and equipment and others

99,071 72,259

Others

33,356 41,151

366,533 809,465

Deductions:

Gain on disposals of property, plant and equipment

(13,812 ) (42,290 )

Rental revenues

(6,510 ) (1,898 )

Gain on disposals of intangible assets

(953 ) (906 )

Gain on disposals of investment in associates

(2,247 ) (39,441 )

Gain on disposal of assets held for sale

(193,333 )

Grant income

(1,228 ) (3,198 )

Reversal of other bad debt allowance

(57,875 )

Reversal of other provisions

(35,629 ) (16,037 )

Outsourcing income

(42,136 ) (29,136 )

Gain on disposals of waste

(11,348 ) (38,597 )

Gain from claim compensation

(68,853 ) (31,613 )

Penalty income from early termination of contracts

(38,570 ) (15,054 )

Others

(27,780 ) (36,617 )

(306,941 ) (448,120 )

Operating profit under K-IFRS after adoption of the amendments

5,467,694 3,653,108

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Operating Results — 2011 Compared to 2012

The following table presents our income statement information and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Revenue

68,939 63,604 (5,335 ) (7.7 )%

Cost of sales

59,824 56,143 (3,681 ) (6.2 )

Gross profit

9,115 7,461 (1,654 ) (18.1 )

Administrative expenses

2,035 2,129 94 4.6

Selling expenses

1,612 1,679 67 4.1

Other operating income

307 448 141 46.0

Other operating expenses

367 809 443 120.8

Operating profit

5,408 3,292 (2,116 ) (39.1 )

Share of profit (loss) of equity-accounted investees

51 (23 ) (73 ) N.A.

Finance income

3,190 2,897 (293 ) (9.2 )

Finance costs

3,867 2,798 (1,069 ) (27.6 )

Profit before income tax

4,782 3,368 (1,414 ) (29.6 )

Income tax expense

1,068 983 (85 ) (8.0 )

Profit for the period

3,714 2,386 (1,329 ) (35.8 )

Profit for the period attributable to owners of the controlling company

3,648 2,462 (1,186 ) (32.5 )

Profit (loss) for the period attributable to non-controlling interests

66 (76 ) (143 ) N.A.

N.A. means not applicable.

Revenue

The following table presents our revenue by segment and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Steel Segment:

External revenue

39,152 35,259 (3,893 ) (9.9 )%

Internal revenue

17,139 17,610 471 2.7

Total revenue from Steel Segment

56,291 52,869 (3,422 ) (6.1 )

Trading Segment:

External revenue

21,097 18,946 (2,152 ) (10.2 )

Internal revenue

7,526 7,468 (58 ) (0.8 )

Total revenue from Trading Segment

28,623 26,414 (2,209 ) (7.7 )

Construction Segment:

External revenue

5,476 4,676 (801 ) (14.6 )

Internal revenue

2,997 5,050 2,053 68.5

Total revenue from Construction Segment

8,473 9,726 1,253 14.8

Others Segment:

External revenue

3,213 4,724 1,511 47.0

Internal revenue

2,446 2,857 411 16.8

Total revenue from Others Segment

5,660 7,581 1,921 33.9

Total revenue prior to consolidation adjustments

99,046 96,589 (2,457 ) (2.5 )

Consolidation adjustments

(30,108 ) (32,985 ) (2,878 ) 9.6

Revenue

68,939 63,604 (5,335 ) (7.7 )

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Our revenue decreased by 7.7%, or Won 5,335 billion, from Won 68,939 billion in 2011 to Won 63,604 billion in 2012 due to decreases in external revenues from the Steel Segment, the Trading Segment and the Construction Segment, which were offset in part by an increase in external revenue from the Others Segment. Specifically:

Steel Segment. External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 9.9%, or Won 3,893 billion, from Won 39,152 billion in 2011 to Won 35,259 billion in 2012 primarily due to a decrease in the average unit sales price per ton of the principal steel products produced by us and directly sold to external customers, the impact of which was partially offset by an increase in our sales volume of the principal steel products produced by us and directly sold to external customers. The weighted average unit sales price per ton of the principal steel products produced by us and directly sold to external customers decreased by 10.6% from Won 1,197,661 per ton in 2011 to Won 1,070,565 per ton in 2012, while the overall sales volume of the principal steel products produced by us and directly sold to external customers increased by 1.5% from 29.5 million tons in 2011 to 30.0 million tons in 2012. Such factors were principally attributable to the following:

The unit sales prices in Won for all of our principal product lines of steel products produced by us and directly sold to external customers decreased from 2011 to 2012, ranging from a decrease of 6.3% for wire rods to a decrease of 16.2% for plates. For a discussion of changes in the unit sales prices of each of our principal product lines, see “— Overview — Sales Volume, Prices and Product Mix” above.

The sales volume of our stainless steel products produced by us and directly sold to external customers increased by 14.3% from 2011 to 2012, and the sales volume of our cold rolled products and silicon steel sheets produced by us and directly sold to external customers increased by 7.6% and 0.8%, respectively, from 2011 to 2012. On the other hand, our sales volume of wire rods, plates and hot rolled products produced by us and directly sold to external customers decreased by 9.2%, 5.2% and 4.1%, respectively, from 2011 to 2012. For a discussion of changes in sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Major Products.”

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, decreased by 6.1%, or Won 3,422 billion, from Won 56,291 billion in 2011 to Won 52,869 billion in 2012, as internal revenue from inter-company transactions increased from 2011 to 2012 due to an increased reliance on Daewoo International for our sale of steel products.

Trading Segment. External revenue from the Trading Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 10.2%, or Won 2,152 billion, from Won 21,097 billion in 2011 to Won 18,946 billion in 2012 primarily due to a decrease in external revenue of Daewoo International from 2011 to 2012, reflecting market conditions related to the prolonged slowdown of the global economy that has been characterized by weaker demand and falling prices for export and import products and reduced trading volume.

Total revenue from the Trading Segment, which includes internal revenue from inter-company transactions, decreased by 7.7%, or Won 2,209 billion, from Won 28,623 billion in 2011 to Won 26,414 billion in 2012, primarily due to the reasons stated above, which was offset in part by an increase in reliance on Daewoo International by us on our steel trading activities.

Construction Segment. External revenue from the Construction Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 14.6%, or Won 801 billion, from Won 5,476 billion in 2011 to Won 4,676 billion in 2012 primarily due to a general slowdown in the domestic construction market resulting in weaker demand.

Total revenue from the Construction Segment, which includes internal revenue from inter-company transactions, increased by 14.8%, or Won 1,253 billion, from Won 8,473 billion in 2011 to

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Won 9,726 billion in 2012 primarily due to an increase in revenue of POSCO E&C by 15.0%, or Won 1,129 billion, from Won 7,508 billion in 2011 to Won 8,637 billion in 2012. POSCO E&C’s revenue increased primarily due to increases in revenues from plant works and architectural works operations, the impact of which was partially offset by a decrease in revenue from civil and environmental works operations.

Others Segment. The Others Segment includes power generation, LNG production, network and system integration, logistics and magnesium coil and sheet production. External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 47%, or Won 1,511 billion, from Won 3,213 billion in 2011 to Won 4,724 billion in 2012 primarily due to an increase in revenue of POSCO Energy Corporation. Revenue of POSCO Energy Corporation increased by 49.0%, or Won 939 billion, from Won 1,918 billion in 2011 to Won 2,857 billion in 2012 as it substantially increased its power generation capacity in 2012.

Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, increased by 33.9%, or Won 1,921 billion, from Won 5,660 billion in 2011 to Won 7,581 billion in 2012, primarily due to the increase in revenue of POSCO Energy Corporation discussed above as well as increases in the revenues of POSCO Chemtech and POSCO M-Tech.

Cost of Sales

Our cost of sales decreased by 6.2%, or Won 3,681 billion, from Won 59,824 billion in 2011 to Won 56,143 billion in 2012. The decrease in cost of sales was primarily due to decreases in our sales volume of steel and non-steel products and trading activities as discussed above, as well as decreases in the average price in Won terms of key raw materials that were used to manufacture our finished goods sold.

The following table presents a breakdown of our cost of sales by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Steel Segment

49,459 47,616 (1,843 ) (3.7 )%

Trading Segment

27,453 25,287 (2,166 ) (7.9 )

Construction Segment

7,706 8,937 1,231 16.0

Others Segment

5,301 6,771 1,470 27.7

Consolidation adjustments

(30,095 ) (32,468 ) (2,373 ) 7.9

Cost of sales

59,824 56,143 (3,681 ) (6.2 )

Steel Segment . The cost of sales of our Steel Segment, prior to consolidation adjustments, decreased by 3.7%, or Won 1,843 billion, from Won 49,459 billion in 2011 to Won 47,616 billion in 2012, primarily due to decreases in the average price in Won terms of key raw materials that were used to manufacture our finished goods sold, the impact of which was partially offset by an increase in our sales volume of the principal steel products produced by us and directly sold to external customers as well as. For a discussion of fluctuations in prices of our key raw materials, see “Item 4.B. Business Overview — Raw Materials.”

Trading Segment . The cost of sales of our Trading Segment, prior to consolidation adjustments, decreased by 7.9%, or Won 2,166 billion, from Won 27,453 billion in 2011 to Won 25,287 billion in 2012, primarily due to a decrease in our trading volumes.

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Construction Segment . The cost of sales of our Construction Segment, prior to consolidation adjustments, increased by 16.0%, or Won 1,231 billion, from Won 7,706 billion in 2011 to Won 8,937 billion in 2012, primarily due to an increase in the construction activities of POSCO E&C.

Others Segment. The cost of sales of our Others Segment, prior to consolidation adjustments, increased by 27.7%, or Won 1,470 billion, from Won 5,301 billion in 2011 to Won 6,771 billion in 2012, primarily due to costs related to substantial increase in POSCO Energy Corporation’s power generation activities in 2012.

Gross Profit

Our gross profit decreased by 18.1%, or Won 1,654 billion, from Won 9,115 billion in 2011 to Won 7,461 billion in 2012. Our gross margin decreased from 13.2% in 2011 to 11.7% in 2012 as the decrease in revenue from 2011 to 2012 more than outpaced the decrease in cost of sales from 2011 to 2012, as described above. Our gross margin was negatively affected primarily by a decrease in the gross margin of our Steel Segment as described below.

The following table presents our gross profit by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2011 and 2012.

For the Year Ended
December 31,
Changes
2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Steel Segment

6,832 5,253 (1,579 ) (23.1 )%

Trading Segment

1,170 1,127 (43 ) (3.7 )

Construction Segment

767 789 22 2.8

Others Segment

359 810 452 125.8

Consolidation adjustments

(13 ) (518 ) (505 ) 4,025.9

Gross profit

9,115 7,461 (1,654 ) (18.1 )

Steel Segment . As a result of the factors described above, the gross margin of our Steel Segment, which is gross profit as a percentage of total revenue prior to consolidation adjustments, decreased from 12.1% in 2011 to 9.9% in 2012.

Trading Segment . The gross margin of our Trading Segment, prior to consolidation adjustments, increased from 4.1% in 2011 to 4.3% in 2012 primarily due to Daewoo International’s efforts to streamline its trading operations to focus on higher margin trades.

Construction Segment . The gross margin of our Construction Segment, prior to consolidation adjustments, decreased from 9.1% in 2011 to 8.1% in 2012 due to further weakening of market conditions in the domestic construction industry in 2012 that resulted in an increase in competition, which in turn increased the portion of construction contracts with lower profit margins.

Others Segment. The gross margin of our Others Segment, prior to consolidation adjustments, increased from 6.3% in 2011 to 10.7% in 2012 primarily due to an increase in gross margin of POSCO Energy Corporation, which initiated operations of additional power plants and substantially increased its power generation capacity in 2012.

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Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Freight

1,406 1,473 67 4.7 %

Sales commissions

85 74 (11 ) (13.0 )

Sales insurance premium

20 32 12 61.0

Contract cost

63 52 (11 ) 17.2

Others

38 47 10 26.0

Total selling expenses

1,612 1,679 67 4.1

Wages and salaries

607 695 88 14.5 %

Expenses related to defined benefit plan

60 61 1 1.6

Other employee benefits

165 171 6 3.8

Depreciation

173 219 46 26.6

Taxes and public dues

51 60 9 17.9

Rental

66 93 28 42.3

Advertising

71 56 (15 ) (21.4 )

Research and development

212 192 (20 ) (9.5 )

Service fees

287 264 (22 ) (7.7 )

Bad debt allowance

92 79 (13 ) (14.0 )

Others

252 239 (13 ) (5.1 )

Total administrative expenses

2,035 2,129 94 4.6

Total selling and administrative expenses

3,647 3,808 161 4.4

Our selling and administrative expenses increased by 4.4%, or Won 161 billion, from Won 3,647 billion in 2011 to Won 3,808 billion in 2012 primarily due to increases in labor-related expenses and freight expense. Such factors were principally attributable to the following:

Our labor-related expenses included in selling and administrative expenses, which consist of wages and salaries, expenses related to defined benefit plans and other employee benefits, increased by 11.4%, or Won 95 billion, from Won 832 billion in 2011 to Won 927 billion in 2012 primarily due to an increase in the number of employees and a rise in their wages.

Our freight expense increased by 4.7%, or Won 67 billion, from Won 1,406 billion in 2011 to Won 1,473 billion in 2012 primarily due to an increase in freight rates, which was offset in part by a decrease in our export volume.

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Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and expenses and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Gain on disposals of property, plant and equipment

14 42 28 206.2 %

Gain on disposals of investment in associates

2 39 37 1,655.3

Gain on disposals of assets held for sale

193 193 N.A.

Reversal of other bad debt allowance

58 (58 ) (100.0 )

Outsourcing income

42 29 (13 ) (30.9 )

Gain on disposals of wastes

11 39 27 240.1

Gain from claim compensation

69 32 (37 ) (54.1 )

Penalty income from early termination of contracts

39 15 (23 ) (61.0 )

Others

72 59 (13 ) (18.1 )

Total other operating income

307 448 141 46.0

N.A. means not applicable.

Our other operating income increased by 46.0%, or Won 141 billion, from Won 307 billion in 2011 to Won 448 billion in 2012 primarily due to our gain on disposals of assets held for sale of Won 193 billion in 2012. We recognized a gain of Won 146 billion from Daewoo International’s disposal of Daewoo Cement (Shandong) Co., Ltd. to China United Cement Group Co., Ltd. in June 2012. In addition, we recognized a gain of Won 46 billion from Daewoo International’s disposal of its interest in Kyobo Life Insurance Co., Ltd. (“Kyobo Life Insurance”), subsequent to our impairment of Won 258 billion of such asset as described below.

Loss on disposals of property, plant and equipment

61 65 5 8.2 %

Idle tangible assets expenses

17 31 14 85.4

Impairment loss of assets held for sale

258 258 N.A.

Other bad debt expenses

11 44 33 295.5

Donations

67 74 7 11.1

Loss on disposal of wastes

31 45 15 48.7

Penalty and default losses

40 149 110 277.8

Impairment loss of property, plant and equipment and others

99 72 (27 ) (27.1 )

Others

42 69 27 63.5

Total other operating expenses

367 809 443 120.8

N.A. means not applicable.

Our other operating expenses increased by Won 443 billion, from Won 367 billion in 2011 to Won 809 billion in 2012, primarily due to our impairment loss of assets held for sale in 2012 as well as an increase in our penalty and default losses. In 2012, we recorded an impairment loss of assets held for sale of Won 258 billion related to a decrease in market value of Daewoo International’s interest in Kyobo Life Insurance. Our penalty and default losses increased by Won 110 billion, from Won 40 billion in 2011 to Won 149 billion in 2012, primarily due to a fine of Won 118 billion imposed by the Korea Fair Trade Commission for price fixing galvanized steel sheets.

Operating Profit

Due to the factors described above, our operating profit decreased by 39.1%, or Won 2,116 billion, from Won 5,408 billion in 2011 to Won 3,292 billion in 2012. Our operating margin decreased from 7.8% in 2011 to 5.2% in 2012.

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Share of Profit of Equity-Accounted Investees

We recognized a net profit for our proportionate share of equity-accounted investees of Won 51 billion in 2011 primarily due to our share of profit of Kyobo Life Insurance, SNNC Co., Ltd. and KOBRASCO, which were offset in part by our share of loss of Sungjin Geotec, AMCI (WA) Pty Ltd. and USS-POSCO Industries. However, we recognized a net loss for our proportionate share of equity-accounted investees of Won 23 billion in 2012 primarily due to our share of loss of AMCI (WA) Pty Ltd. and Busan-Gimhae Light Rail Transit Co., Ltd., which were offset in party by our share of profit of Kyobo Life Insurance and KOBRASCO. For a discussion of our share of profits or losses of equity-accounted investees, see Note 10 of Notes to Consolidated Financial Statements.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Interest income

216 279 63 28.9 %

Dividend income

144 124 (19 ) (13.5 )

Gain on foreign currency transactions

1,454 935 (519 ) (35.7 )

Gain on foreign currency translations

259 937 678 261.7

Gain on transactions of derivatives

549 408 (142 ) (25.8 )

Gain on valuations of derivatives

112 94 (17 ) (15.4 )

Gain on disposals of available-for-sale investments

455 112 (342 ) (75.3 )

Others

2 7 6 359.3

Total finance income

3,190 2,897 (293 ) (9.2 )

Interest expenses

788 871 83 10.5 %

Loss on foreign currency transactions

1,620 839 (781 ) (48.2 )

Loss on foreign currency translations

530 243 (287 ) (54.1 )

Loss on transactions of derivatives

513 309 (204 ) (39.7 )

Loss on valuations of derivatives

189 160 (29 ) (15.4 )

Impairment loss on available-for-sale investments

153 224 71 46.7

Loss on disposals of available-for-sale investments

1 36 35 3,517.7

Loss on Financial guarantee

1 38 37 3,744.2

Others

72 76 5 6.5

Total finance costs

3,867 2,798 (1,069 ) (27.6 )

We recognized a net loss on foreign currency translations of Won 271 billion in 2011 compared to a net gain on foreign currency translations of Won 694 billion in 2012 and a net loss on foreign currency transactions of Won 166 billion in 2011 compared to a net gain on foreign currency transactions of Won 96 billion in 2012 as the Won depreciated against the Dollar and Yen in 2011 while it appreciated against the Dollar and Yen in 2012. In terms of the market average exchange rates announced by Seoul Money Brokerage Services, Ltd., the Won depreciated from Won 1,138.9 to US$1.00 as of December 31, 2010 to Won 1,153.3 to US$1.00 as of December 31, 2011 but appreciated to Won 1,071.1 to US$1.00 as of December 31, 2012. The Won depreciated against the Yen from Won 1,397.1 per Yen 100 as of December 31, 2010 to Won 1,485.2 per Yen 100 as of December 31, 2011 but appreciated to Won 1,247.5 per Yen 100 as of December 31, 2012. Against such fluctuations, we recognized an increase of 170.1% in net gain on transactions of derivatives, or Won 62 billion, from Won 37 billion in 2011 to Won 99 billion in 2012 as well as a decrease of 15.6% in net loss on valuation of derivatives, or Won 12 billion, from Won 77 billion in 2011 to Won 65 billion in 2012.

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On the other hand, our gain on disposals of available-for-sale investments decreased significantly from Won 455 billion in 2011 to Won 112 billion in 2012 primarily due to the recognition of a Won 332 billion gain in 2011 from our disposal of a minority investment in an iron ore manufacturer in Australia, compared to no comparable disposal of available-for-sale investments in 2012.

Our interest expenses increased by 10.5%, or Won 83 billion, from Won 788 billion in 2011 to Won 871 billion in 2012 primarily due to an increase in the average balance of our payables and financial liabilities, which was partially offset by a general decrease in interest rates in Korea.

Our impairment loss on available-for-sale investments increased by 46.7%, or Won 71 billion, from Won 153 billion in 2011 to Won 224 billion in 2012 primarily due to a significant decline in the fair value of shares of Jupiter Mines Ltd., SK Telecom and others for a prolonged period, which was considered as objective evidence of impairment.

Income Tax Expense

Our income tax expense decreased by 8.0%, or Won 85 billion, from Won 1,068 billion in 2011 to Won 983 billion in 2012 primarily due to a 29.6% decrease in profit before income tax expense, which was partially offset by increases in adjustments related to difference in tax rate and unrealized deferred tax assets. See Note 32 of Notes to Consolidated Financial Statements. Our effective tax rates increased from 22.3% in 2011 to 29.2% in 2012 primarily due to our disposition of Daewoo International’s interest in Kyobo Life Insurance in September 2012.

Profit for the Period

Due to the factors described above, our profit for the period decreased by 35.8%, or Won 1,329 billion, from Won 3,714 billion in 2011 to Won 2,386 billion in 2012. Our net profit margin decreased from 5.4% in 2011 to 3.8% in 2012.

The following table presents our profit for the period by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2011 and 2012.

Changes
For the Year Ended December 31, 2011 versus 2012
2011 2012 Amount %
(In billions of Won)

Steel

3,689 2,246 (1,443 ) (39.1 )%

Trading

195 325 130 66.5

Construction

155 345 191 123.3

Others

155 301 146 94.3

Consolidation adjustments

(480 ) (833 ) (352 ) 73.3

Profit for the period

3,714 2,386 (1,329 ) (35.8 )

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Operating Results — 2010 Compared to 2011

The following table presents our income statement information and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Revenue

47,887 68,939 21,051 44.0 %

Cost of sales

39,722 59,824 20,101 50.6

Gross profit

8,165 9,115 950 11.6

Administrative expenses

1,492 2,035 543 36.4

Selling expenses

1,120 1,612 492 43.9

Other operating income

223 307 84 37.7

Other operating expenses

342 367 25 7.2

Operating profit

5,434 5,408 (25 ) (0.5 )

Share of profit of equity-accounted investees

183 51 (132 ) (72.3 )

Finance income

1,739 3,190 1,452 83.5

Finance costs

2,088 3,867 1,779 85.2

Profit before income tax

5,267 4,782 (485 ) (9.2 )

Income tax expense

1,081 1,068 (13 ) (1.2 )

Profit for the period

4,186 3,714 (471 ) (11.3 )

Profit for the period attributable to owners of the controlling company

4,106 3,648 (458 ) (11.1 )

Profit for the period attributable to non-controlling interests

80 66 (14 ) (17.3 )

Revenue

The following table presents our revenue by segment and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Steel Segment:

External revenue

35,527 39,152 3,625 10.2 %

Internal revenue

10,726 17,139 6,413 59.8

Total revenue from Steel Segment

46,253 56,291 10,038 21.7

Trading Segment:

External revenue

6,236 21,097 14,861 238.3

Internal revenue

3,174 7,526 4,351 137.1

Total revenue from Trading Segment

9,410 28,623 19,213 204.2

Construction Segment:

External revenue

4,349 5,476 1,127 25.9

Internal revenue

3,575 2,997 (578 ) (16.2 )

Total revenue from Construction Segment

7,923 8,473 550 6.9

Others Segment:

External revenue

1,775 3,213 1,438 81.0

Internal revenue

1,104 2,446 1,342 121.5

Total revenue from Others Segment

2,879 5,660 2,780 96.6

Total revenue prior to consolidation adjustments

66,466 99,046 32,580 49.0

Consolidation adjustments

(18,579 ) (30,108 ) (11,529 ) 62.1

Revenue

47,887 68,939 21,051 44.0

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Our revenue increased by 44.0%, or Won 21,051 billion, from Won 47,887 billion in 2010 to Won 68,939 billion in 2011 due to increases in external revenues from the Trading Segment and to a lesser extent, the Steel Segment and the Construction Segment. Specifically:

Steel Segment. External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 10.2%, or Won 3,625 billion, from Won 35,527 billion in 2010 to Won 39,152 billion in 2011 primarily due to an increase in the average unit sales price per ton of the principal steel products produced by us and directly sold to external customers and, to a lesser extent, an increase in our sales volume of such steel products. The weighted average unit sales price per ton of the principal steel products produced by us and directly sold to external customers increased by 13.1% from Won 1,058,707 per ton in 2010 to Won 1,197,661 per ton in 2011, and our overall sales volume of such steel products increased by 2.9% from 28.7 million tons in 2010 to 29.5 million tons in 2011. Such factors were principally attributable to the following:

The unit sales prices in Won for all of our principal product lines of steel products produced by us and directly sold to external customers increased from 2010 to 2011, ranging from an increase of 5.9% for silicon steel sheets to 34.6% for wire rods. For a discussion of changes in the unit sales price of each of our principal product lines, see “— Overview — Sales Volume, Prices and Product Mix” above.

The sales volume of our principal product lines of plates, wire rods and stainless steel products produced by us and directly sold to external customers increased by 27.3%, 8.2% and 2.8%, respectively, from 2010 to 2011. On the other hand, our sales volume of silicon steel sheets, hot rolled products and cold rolled products produced by us and directly sold to external customers decreased by 3.4%, 1.7%, and 0.9%, respectively, from 2010 to 2011. For a discussion of changes in sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Major Products.”

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, increased by 21.7%, or Won 10,038 billion, from Won 46,253 billion in 2010 to Won 56,291 billion in 2011, as internal revenue from inter-company transactions also increased significantly from 2010 to 2011 reflecting consolidation of our sale of steel products through Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011.

Trading Segment . External revenue from the Trading Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 238.3%, or Won 14,861 billion, from Won 6,236 billion in 2010 to Won 21,097 billion in 2011 primarily due to the consolidation of results of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011 and, to a lesser extent, increases in the sales volume of steel and metal products sold by our trading and sales subsidiaries as well as an increase in third-country trades by Daewoo International. Daewoo International generated revenue of Won 4,272 billion in 2010 subsequent to the acquisition, compared to revenue of Won 19,457 billion in 2011.

Total revenue from the Trading Segment, which includes internal revenue from inter-company transactions, increased by 204.2%, or Won 19,213 billion, from Won 9,410 billion in 2010 to Won 28,623 billion in 2011, primarily due to the reasons discussed above.

Construction Segment. External revenue from the Construction Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 25.9%, or Won 1,127 billion, from Won 4,349 billion in 2010 to Won 5,476 billion in 2011 primarily due to increases in engineering services provided by POSCO Engineering and sales from POSCO E&C’s overseas construction contracts.

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Total revenue from the Construction Segment, which includes internal revenue from inter-company transactions, increased by 6.9%, or Won 550 billion, from Won 7,923 billion in 2010 to Won 8,473 billion in 2011 primarily due to an increase in revenue of POSCO E&C by 4.4%, or Won 314 billion, from Won 7,194 billion in 2010 to Won 7,508 billion in 2011. POSCO E&C’s revenue increased primarily due to increases in revenues from engineering services and energy works and civil and environmental works operations, the impact of which was partially offset by a decrease in revenue from plant works operation.

Others Segment. The Others Segment includes power generation, LNG production, network and system integration, logistics and magnesium coil and sheet production. External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 81.0%, or Won 1,438 billion, from Won 1,775 billion in 2010 to Won 3,213 billion in 2011 primarily due to an increase in revenue of POSCO Energy Corporation. Revenue of POSCO Energy Corporation increased by 117.5%, or Won 1,036 billion, from Won 882 billion in 2010 to Won 1,918 billion in 2011 as it substantially increased its power generation capacity in 2011.

Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, increased by 96.6%, or Won 2,780 billion, from Won 2,879 billion in 2010 to Won 5,660 billion in 2011, primarily due to an increase in revenue of POSCO Energy Corporation discussed above as well as increases in the revenues of POSCO Chemtech and POSCO M-Tech.

Cost of Sales

Our cost of sales increased by 50.6%, or Won 20,101 billion, from Won 39,722 billion in 2010 to Won 59,824 billion in 2011. The increase in cost of sales was primarily due to the consolidation of cost of sales of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011 and, to a lesser extent, an increase in our sales volume of steel and non-steel products as discussed above and increases in the average prices in Won terms of key raw materials that were used to manufacture finished goods sold.

The following table presents our cost of sales by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Steel Segment

39,033 49,459 10,426 26.7 %

Trading Segment

9,054 27,453 18,399 203.2

Construction Segment

7,172 7,706 534 7.5

Others Segment

2,947 5,301 2,353 79.9

Consolidation adjustments

(18,483 ) (30,095 ) (11,612 ) 62.8

Cost of sales

39,722 59,824 20,101 50.6

Steel Segment . The cost of sales of our Steel Segment, prior to consolidation adjustments, increased by 26.7%, or Won 10,426 billion, from Won 39,033 billion in 2010 to Won 49,459 billion in 2011, primarily due to increases in the average price in Won terms of key raw materials that were used to manufacture our finished goods sold as well as an increase in our sales volume of the principal steel products produced by us and directly sold to external customers, the impact of which was offset in part by a decrease in depreciation and amortization. For a discussion of fluctuations in prices of our key raw materials, see “Item 4.B. Business Overview — Raw Materials.” Depreciation and amortization of our Steel Segment, prior to consolidation adjustments, decreased by 27.8%, or Won 821 billion, from Won 2,949 billion in 2010 to Won 2,128 billion in 2011 primarily due to a change in our estimated useful lives for certain machinery and equipment in our Steel Segment from the previous eight years to fifteen years based on an asset life study performed in 2011.

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Trading Segment . The cost of sales of our Trading Segment, prior to consolidation adjustments, increased by 203.2%, or Won 18,399 billion, from Won 9,054 billion in 2010 to Won 27,453 billion in 2011, primarily due to the consolidation of results of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011 and, to a lesser extent, increases in the sales volume of steel and metal products sold by our trading and sales subsidiaries as well as an increase in third-country trades by Daewoo International.

Construction Segment . The cost of sales of our Construction Segment, prior to consolidation adjustments, increased by 7.5%, or Won 534 billion, from Won 7,172 billion in 2010 to Won 7,706 billion in 2011, primarily due to an increase in the construction activities of POSCO E&C.

Others Segment. The cost of sales of our Others Segment, prior to consolidation adjustments, increased by 79.9%, or Won 2,353 billion, from Won 2,947 billion in 2010 to Won 5,301 billion in 2011, primarily due to costs related to a substantial increase in POSCO Energy Corporation’s power generation activities in 2011.

Gross Profit

Our gross profit increased by 11.6%, or Won 950 billion, from Won 8,165 billion in 2010 to Won 9,115 billion. Our gross margin decreased from 17.1% in 2010 to 13.2% in 2011 as the increase in revenue was outpaced by the increase in cost of sales in 2010, as described above. Daewoo International, as a global trading company that primarily engages in trading of steel and raw materials, typically enters into trading transactions as a principal where the selling price is recorded as sales and the purchase price is recorded as cost of sales, which results in relatively lower margin levels compared to our other businesses. Due to such accounting treatment, an increase in the revenue of Daewoo International generally has a negative impact on our gross margin on a consolidated basis. Our gross margin for 2010 was negatively affected by the consolidation of results of Daewoo International only from the date of its acquisition on September 20, 2010 compared to a full year of such negative effect for 2011.

The following table presents our gross profit by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Steel Segment

7,220 6,832 (389 ) (5.4 )%

Trading Segment

357 1,170 813 228.0

Construction Segment

752 767 15 2.0

Others Segment

(68 ) 359 427 N.A.

Consolidation adjustments

(96 ) (13 ) 84 (86.9 )

Gross profit

8,165 9,115 950 11.6

N.A. means not applicable.

Steel Segment . As a result of the factors described above, the gross margin of our Steel Segment, which is gross profit as a percentage of total revenue prior to consolidation adjustments, decreased from 15.6% in 2010 to 12.1% in 2011.

Trading Segment . The gross margin of our Trading Segment, prior to consolidation adjustments, increased from 3.8% in 2010 to 4.1% in 2011 primarily due to the consolidation of revenue of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011.

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Construction Segment . The gross margin of our Construction Segment, prior to consolidation adjustments, decreased from 9.5% in 2010 to 9.1% in 2011 as the market conditions in the domestic construction industry further weakened in 2011 that resulted in an increase in competition.

Others Segment. The gross margin of our Others Segment, prior to consolidation adjustments, increased from (2.4)% in 2010 to 6.3% in 2011 primarily due to an increase in gross margin from POSCO Energy Corporation, which completed construction of two additional power plants in 2011. Depreciation and amortization of the Others Segment, prior to consolidation adjustments, increased by 140.9%, or Won 104 billion, from Won 74 billion in 2010 to Won 178 billion in 2011 primarily due to the construction of two additional power plants.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Freight

949 1,406 457 48.2 %

Sales commissions

70 85 16 22.3

Sales insurance premium

15 20 5 36.6

Contract cost

58 63 5 22.3

Others

29 38 9 8.0

Total selling expenses

1,120 1,612 492 43.9

Wages and salaries

446 607 161 36.1 %

Expenses related to defined benefit plan

37 60 24 64.2

Other employee benefits

116 165 48 41.5

Depreciation

110 173 63 57.0

Taxes and public dues

35 51 16 45.2

Rental

55 66 11 19.8

Advertising

96 71 (25 ) (26.3 )

Research and development

141 212 71 50.4

Service fees

193 287 94 48.5

Bad debt allowance

47 92 45 94.6

Others

215 252 37 17.3

Total administrative expenses

1,492 2,035 548 36.4

Total selling and administrative expenses

2,612 3,647 1,035 39.6

Our selling and administrative expenses increased by 39.6%, or Won 1,035 billion, from Won 2,612 billion in 2010 to Won 3,647 billion in 2011 primarily due to increases in freight expenses, labor-related expenses, service fees and research and development expense. Such factors were principally attributable to the following:

Freight expenses increased by 48.2%, or Won 457 billion, from Won 949 billion in 2010 to Won 1,406 billion in 2011 primarily due to the consolidation of freight expenses of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011, as well as an increase in our sales volume resulting from increased demand for, and shipping of, our products.

Our labor-related expenses included in selling and administrative expenses, which consist of wages and salaries, expenses related to defined benefit plans and other employee benefits, increased by 38.8%, or Won 233 billion, from Won 599 billion in 2010 to Won 832 billion in 2011, primarily due to the consolidation of labor-related expenses of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation

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for the full year in 2011. Service fees increased by 48.5%, or Won 94 billion, from Won 193 billion in 2010 to Won 287 billion in 2011 primarily due to the consolidation of service fees of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011. Service fees of Daewoo International consisted primarily of fees paid to financial institutions in connection with accounts receivable-related financing activities.

Research and development expenses increased by 50.4%, or Won 71 billion, from Won 141 billion in 2010 to Won 212 billion in 2011 primarily due to an increase in our efforts to develop new steel products with enhanced performance features.

Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and expenses and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Gain on disposal of property, plant and equipment

26 14 (13 ) (47.6 )%

Gain on disposal of investment in associates

3 2 (1 ) (23.6 )

Reversal of other bad debt allowance

58 58 N.A.

Reversal of other provisions

36 36 N.A.

Outsourcing income

49 42 (7 ) (14.5 )

Gain on disposal of wastes

21 11 (10 ) (46.6 )

Gain from claim compensation

58 69 11 18.3

Penalty income from early termination of contracts

43 39 (5 ) (10.9 )

Others

21 36 15 69.6

Total other operating income

223 307 84 37.7

N.A. means not applicable.

Our other non-operating income increased by 37.7%, or Won 84 billion, from Won 223 billion in 2010 to Won 307 billion in 2011 primarily due to our recognition of reversal of other bad debt allowance of Won 58 billion and reversal of other provisions of Won 36 billion in 2011 compared to no such reversals in 2010.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Loss on disposal of property, plant and equipment

83 61 (23 ) (27.5 )%

Idle intangible assets expenses

1 17 16 2,023.4

Other bad debt expenses

13 11 (2 ) 13.4

Donations

74 67 (8 ) (10.5 )

Loss on disposal of wastes

15 31 15 100.6

Penalty and default losses

1 40 38 3,363.3

Impairment loss of property, plant and equipment and others

128 99 (29 ) (22.7 )

Others

26 42 16 62.4

Total other operating expenses

342 367 24 7.2

Our other non-operating expenses increased by 7.2%, or Won 24 billion, from Won 342 billion in 2010 to Won 367 billion in 2011 primarily due to our recognition of penalty and default losses of Won 40 billion in 2011 compared to Won 1 billion of such expenses in 2010.

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Operating Profit

Due to the factors described above, our operating profit decreased by 0.5%, or Won 25 billion, from Won 5,434 billion in 2010 to Won 5,408 billion in 2011. Our operating margin decreased from 11.3% in 2010 to 7.8% in 2011.

Share of Profit of Equity-Accounted Investees

Our share of profit of equity-accounted investees decreased by 72.3%, or Won 132 billion, from Won 183 billion in 2010 to Won 51 billion in 2011 primarily due to worsening of the results of operations of our foreign associates, particularly AMCI (WA) Pty Ltd., BX Steel POSCO Cold Rolled Sheet Co., Ltd. and USS-POSCO Industries, as well as an increase in our proportionate net loss from Sungjin Geotec. These decreases were partially offset by increases in our share of profit of Kyobo Life Insurance.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Interest income

293 216 (77 ) (26.2 )%

Dividend income

102 144 42 40.8

Gain on foreign currency transactions

844 1,454 610 72.2

Gain on foreign currency translations

205 259 54 26.6

Gain on derivatives transactions

181 549 369 203.7

Gain on valuation of derivatives

87 112 25 28.6

Gain on disposal of available-for-sale financial assets

3 455 452 17,449.9

Others

24 2 (23 ) (93.6 )

Total finance income

1,739 3,190 1,452 83.5

Interest expenses

587 788 201 34.3 %

Loss on foreign currency transactions

809 1,620 812 100.4

Loss on foreign currency translations

423 530 106 25.1

Loss on derivatives transactions

175 513 338 192.7

Loss on valuation of derivatives

18 189 171 961.3

Impairment loss on available-for-sale financial assets

57 153 96 167.3

Loss on disposals of available-for-sale investments

2 1 1 (50.0 )

Loss on Financial guarantee

2 1 1 (39.8 )

Others

15 72 57 376.9

Total finance costs

2,088 3,867 1,779 85.2

Our gain on disposal of available-for-sale financial assets increased significantly from Won 3 billion in 2010 to Won 455 billion in 2011 primarily due to recognition of a Won 332 billion gain from our disposal of a minority investment in an iron ore manufacturer in Australia, which was previously impaired due to a significant decline in its fair value below acquisition cost. Upon disposal, the related unrecognized gain recorded in other comprehensive income was reclassified to profit or loss.

We recognized a net gain on foreign currency transactions of Won 36 billion in 2010 compared to net loss of Won 166 billion in 2011 and our net loss on foreign currency translations increased by 23.8%, or Won 52 billion, from Won 219 billion in 2010 to Won 271 billion in 2011 as the Won appreciated against the Dollar in 2010 while it depreciated against the Dollar in 2011. The Won depreciated at a greater level against the Yen in 2010 compared to 2011. In terms of the market average exchange rates announced by Seoul Money Brokerage Services, Ltd., the Won appreciated

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from Won 1,167.6 to US$1.00 as of December 31, 2009 to Won 1,138.9 to US$1.00 as of December 31, 2010, while it depreciated against the Dollar to Won 1,153.3 to US$1.00 as of December 30, 2011. The Won depreciated against the Yen from Won 1,262.8 per Yen 100 as of December 31, 2009 to Won 1,397.1 per Yen 100 as of December 31, 2010 and depreciated further to Won 1,485.2 per Yen 100 as of December 31, 2011. Against such fluctuations, we recognized a net gain on valuation of derivatives of Won 69 billion in 2010 compared to a net loss of Won 77 billion in 2011, as well as a 537.2% increase, or Won 31 billion, in net gain on derivative transactions from Won 6 billion in 2010 to Won 37 billion in 2011.

Our interest expenses increased by 34.3%, or Won 201 billion, from Won 587 billion in 2010 to Won 788 billion in 2011 primarily due to the consolidation of interest expenses of Daewoo International in 2010 only from the date of its acquisition on September 20, 2010 compared to consolidation for the full year in 2011, as well as an increase in the average balance of our borrowings, which was partially offset by a general decrease in interest rates in Korea.

Our impairment of available-for-sale financial assets increased by 167.3%, or Won 96 billion, from Won 57 billion in 2010 to Won 153 billion in 2011 primarily due to impairment loss of Won 107 billion in 2011 resulting from a decrease in the fair value of our investment in SK Telecom.

Income Tax Expense

Income tax expense decreased by 1.2%, or Won 13 billion, from Won 1,081 billion in 2010 to Won 1,068 billion in 2011. Our effective tax rates were 20.5% in 2010 and 22.3% in 2011. The effective tax rate increased in 2011 primarily due to decreases in tax credits from Won 269 billion in 2010 to Won 194 billion in 2011.

Profit for the Period

Due to the factors described above, our profit for the period decreased by 11.3%, or Won 471 billion, from Won 4,186 billion in 2010 to Won 3,714 billion in 2011. Our net profit margin decreased from 8.7% in 2010 to 5.4% in 2011.

The following table presents our profit for the period by segment, prior to adjusting for inter-company transactions that are eliminated during consolidation, and changes therein for 2010 and 2011.

Changes
For the Year Ended December 31, 2010 versus 2011
2010 2011 Amount %
(In billions of Won)

Steel Segment

4,089 3,689 (399 ) (9.8 )%

Trading Segment

94 195 101 107.7

Construction Segment

256 155 (102 ) (39.6 )

Others Segment

13 155 142 1,102.5

Consolidation adjustments

(266 ) (480 ) (214 ) 80.5

Profit for the period

4,185 3,714 (471 ) (11.3 )

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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,
2010 2011 2012
(In billions of Won)

Net cash provided by operating activities

3,582 1,692 7,319

Net cash used in investing activities

(6,915 ) (5,517 ) (6,169 )

Net cash provided by (used in) financing activities

4,588 4,900 (908 )

Effect of exchange rate fluctuations on cash held

(7 ) 3 (161 )

Cash and cash equivalents at beginning of period

2,273 3,521 4,599

Cash and cash equivalents at end of period

3,521 4,599 4,681

Net increase in cash and cash equivalents

1,248 1,078 82

Capital Requirements

Historically, uses of cash consisted principally of purchases of property, plant and equipment and other assets and repayments of outstanding debt and payments of dividends. From time to time, we have also engaged in the acquisition of treasury shares.

Net cash used in investing activities was Won 6,915 billion in 2010, Won 5,517 billion in 2011 and Won 6,169 billion in 2012. These amounts included acquisition of property, plant and equipment of Won 5,792 billion in 2010, Won 5,331 billion in 2011 and Won 7,055 billion in 2012. We plan to spend between Won 7 trillion to Won 8 trillion in capital expenditures in 2013, 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. We recorded net disposal of short-term financial instruments of Won 3,030 billion in 2010, Won 1,238 billion in 2011 and Won 232 billion in 2012. We also recorded net acquisition of available-for-sale securities of Won 302 billion in 2010 and net disposal of available-for-sale securities of Won 89 billion in 2011 and Won 393 billion in 2012.

In our financing activities, we used cash of Won 882 billion in 2010, Won 1,746 billion in 2011 and Won 1,884 billion in 2012 for repayments of borrowings. We paid dividends on common stock in the amount of Won 693 billion in 2010, Won 771 billion in 2011 and Won 752 billion in 2012.

In recent years, we have also selectively considered various opportunities to acquire or invest in companies that may complement our businesses, as well as invest in overseas resources development projects. For example, we acquired a controlling interest in Daewoo International on September 20, 2010 for Won 3.37 trillion, and we spent Won 390 billion in 2011 to acquire a controlling interest in Thainox Stainless Public Company Limited, a major stainless steel manufacturer in Thailand. We may require additional capital for such acquisitions or entering into other strategic relationships. Other than capital required for such activities, we anticipate that capital expenditures, repayments of outstanding debt and payments of cash dividends will represent the most significant uses of funds for the next several years.

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Payments of contractual obligations and commitments will also require considerable resources. In our ordinary course of business, we routinely enter into commercial commitments for various aspects of our operations, as well as issue guarantees for our related companies’ indebtedness. The following table sets forth the amount of long-term debt, capital lease and operating lease obligations as of December 31, 2012.

Payments Due by Period

Contractual Obligations

Total Less Than
1 Year
1 to 3 Years 4 to 5 Years After
5 Years
(In billions of Won)

Long-term debt obligations (a)

17,321 2,801 6,160 4,070 4,289

Interest payments on long-term debt (b)

2,398 524 1,037 368 469

Capital lease obligations (c)

63 19 21 22 1

Operating lease obligations (d)

29 15 13 1

Purchase obligations (e)

40,585 17,737 17,124 9,147 2,849

Accrued severance benefits (f)

1,392 60 171 240 921

Total

61,788 21,156 24,526 13,848 8,529

(a) Includes the current portion and premium on bond redemption but excludes amortization of discount on debentures and issuance costs.

(b) As of December 31, 2012, a portion of our long-term debt carried variable interest rates. We used the interest rate in effect as of December 31, 2012 in calculating the interest payments on long-term debt for the periods indicated.

(c) We entered into a capital lease contract with Ilshin Shipping Co., Ltd. for a vessel for transporting plates and other products.

(d) We acquired certain tools and equipment under operating lease agreements with Orix Rentec Korea Co., Ltd. and others.

(e) Our purchase obligations include supply contracts to purchase iron ore, coal, LNG and other raw materials. These contracts generally have terms of one to ten years and the long-term contracts provide for periodic price adjustments according to the market prices. As of December 31, 2012, 217 million tons of iron ore and 27 million tons of coal remained to be purchased under long-term contracts. In addition, we entered into an agreement with Tanggun LNG Consortium in Indonesia to purchase LNG for 20 years commencing in August 2005. The purchase price under the agreement with Tangguh LNG Consortium is variable based on the monthly standard oil price (as represented by the Japan Customs cleared Crude Price), subject to a ceiling. We used the market price and exchange rate in effect as of December 31, 2012 in calculating the iron ore, coal and LNG purchase obligations described above for the periods indicated.

(f) Represents, as of December 31, 2012, the expected amount of severance benefits that we will be required to pay under applicable Korean law to all of our employees when they reach their normal retirement age. The amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their retirement. These amounts do not include amounts that may be paid to employees who cease to work at the company before their normal retirement age.

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. 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 and our holdings in available-for-sale securities.

Our net cash provided by operating activities decreased by 52.8%, or Won 1,890 billion, from Won 3,582 billion in 2010 to Won 1,692 billion in 2011. Our gross cash inflow from our sales activities increased as discussed above. However, our cash outflows also increased due to an increase in the price of raw materials in 2011 as well as the buildup of semi-finished and finished goods due to increase in uncertainties in the global economy from difficulties affecting the European Union, which led to an increase in our inventory and a delay in recoupment of cash used in production activities, including cash spent on purchase of raw materials.

Our net cash provided by operating activities increased by 332.7%, or Won 5,628 billion, from Won 1,692 billion in 2011 to Won 7,319 billion in 2012. Our gross cash inflow from our sales activities

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decreased as discussed above. However, our overall net cash provided by operating activities increased as a result of a decrease in our inventory and better management of outstanding trade accounts and notes receivables. Our inventory decreased primarily due to a decrease in the price of raw materials as well as our management of inventory reserve levels in preparation for a decrease in demand due to continuing uncertainties in the global economy.

Net proceeds from borrowings, after deducting for repayment of borrowings, were Won 3,485 billion in 2010, Won 5,322 billion in 2011 and Won 1,123 billion in 2012. Net proceeds from short-term borrowings, after deducting for repayment of short-term borrowings, were Won 1,201 billion in 2010 and Won 52 billion in 2011. In 2012, we recorded net repayment of short-term borrowings of Won 1,412 billion. Long-term borrowings, excluding current installments, were Won 10,664 billion as of December 31, 2010, Won 16,020 billion as of December 31, 2011 and Won 14,412 billion as of December 31, 2012. Total short-term borrowings and current installments of long-term borrowings were Won 10,476 billion as of December 31, 2010, Won 10,792 billion as of December 31, 2011 and Won 10,509 billion as of December 31, 2012. Our net borrowings-to-equity ratio, which is calculated by deducting cash and cash equivalents from total borrowings and dividing net amount with our total equity, was 45.72% as of December 31, 2010, 54.54% as of December 31, 2011 and 47.70% as of December 31, 2012.

We periodically increase our short-term borrowings and adjust our long-term debt financing levels depending on changes in our capital requirements. We also generated cash of Won 7 billion in 2010 and Won 164 billion in 2011 from the sale of our treasury shares. In April 2012, we also generated cash of Won 580 billion from our disposal of a portion of our holdings of shares in SK Telecom, KB Financial Group and Hana Financial Group in block trade transactions. In addition, we generated cash of Won 1,151 billion in September 2012 from Daewoo International’s disposal of its interest in Kyobo Life Insurance.

We believe that we have sufficient working capital for our current requirements and that we have a variety of alternatives available to us to satisfy our liquidity requirements to the extent that they are not met 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

We had working capital (current assets minus current liabilities) of Won 9,396 billion as of December 31, 2010, Won 13,952 billion as of December 31, 2011 and Won 11,791 billion as of December 31, 2012. Our holding of cash and cash equivalents were Won 3,521 billion as of December 31, 2010, Won 4,599 billion as of December 31, 2011 and Won 4,681 billion as of December 31, 2012. Our holding of other receivables and other short-term financial assets were Won 4,383 billion as of December 31, 2010, Won 3,656 billion as of December 31, 2011 and Won 3,846 billion as of December 31, 2012. As of December 31, 2012, approximately 32.4% of our cash and cash equivalents, other receivables and other short-term financial assets were held outside of Korea, which we expect to use in our operations abroad, including capital expenditure activities. In the event that such assets are needed for our operations in Korea, such amounts are typically not restricted under local laws from being used in Korea. POSCO had unused credit lines of Won 1,906 billion out of total available credit lines of Won 2,464 billion as of December 31, 2012. 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.

Our liquidity is affected by exchange rate fluctuations. See “— Overview — Exchange Rate Fluctuations.”

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Capital Expenditures and Capacity Expansion

Cash used for acquisitions of property, plant and equipment was Won 5,792 billion in 2010, Won 5,331 billion in 2011 and Won 7,055 billion in 2012. We plan to spend between Won 7 trillion to Won 8 trillion in capital expenditures in 2013, 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 plan for 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 our capital expenditures as of December 31, 2012:

Project

Expected
Completion Date
Total Cost
of Project
Estimated
Remaining Cost of
Completion
as of December 31,
2012
(In billions of Won)

Pohang Works:

Optimization of the facilities

January 2014 2,203 1,087

Renovation of the first stainless steel sheets rolling facilities

July 2014

218

193

Gwangyang Works:

Construction of no. 4 hot rolled steel plant

October 2014 1,626 1,171

Renovation of the first and fifth furnace

September 2017 1,060 738

Pohang and Gwangyang Works:

Raw materials treatment facility upgrades

September 2016 1,301 302

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, 2012, Pohang University of Science & Technology and the Research Institute of Industrial Science and Technology employed a total of 1,012 researchers. In 1994, we founded the POSCO Technical Research Laboratory to carry out applied research and technology development activities. As of December 31, 2012, the Technical Research Laboratory employed a total of 445 researchers.

We recorded research and development expenses of Won 380 billion as cost of goods sold in 2011 and Won 385 billion in 2012, as well as research and development expenses of Won 212 billion as selling and administrative expenses in 2011 and Won 192 billion in 2012.

Our research and development program has filed over thirty-one thousand industrial rights applications relating to steel-making technology, approximately one-fourth of which were registered as of December 31, 2012, 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.

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Item 5.E. Off-balance Sheet Arrangements

As of December 31, 2011 and 2012, 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.

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. Our board consists of five directors who are our executive officers (“Inside Directors”) and six directors who are outside directors (“Outside Directors”). Our shareholders elect both the Inside Directors and Outside Directors at a general meeting of shareholders. Candidates for Inside Directors are recommended to shareholders by the board of directors after the board reviews such candidates’ qualifications, and candidates for Outside Directors are recommended to the shareholders by a separate board committee consisting of three Outside Directors and one Inside Director (“Director Candidate Recommendation Committee”) after the committee reviews such candidates’ qualifications. Any shareholder holding our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Our board of directors maintains the following six sub-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 Related Party Transactions 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 Inside Directors by our board of directors’ resolution.

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Inside Directors

Our current Inside Directors are:

Name

Position Responsibilities and
Division
Years
as
Director
Years
with
POSCO
Age Expiration
of Term of
Office

Chung, Joon-Yang

Chief Executive Officer
and Representative
Director
9 38 65 March
2015

Park, Ki-Hong

President and
Representative Director

Chief Financial and
Planning Officer

1 7 55 March
2014

Kim, Joon-Sik

President and
Representative Director

Head of Growth and
Investment Division

1 32 59 March
2014

Chang, In-Hwan

Senior Executive Vice
President and
Representative Director

Head of Carbon Steel
Business Division

0 30 58 March
2015

Kim, Yeung Gyu

Senior Executive Vice
President

Head of Corporate
Staff Division

0 30 58 March
2015

All Inside Directors are engaged in our business on a full-time basis.

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 Financial Investment Services and Capital Markets of Korea (the “FSCMA”).

Name

Position

Principal Occupation

Years
as
Director
Age Expiration of
Term of Office

Lee, Young-Sun

Director Former President, Hallym University 4 65 March 2014

Han, Joon-Ho.

Director CEO, Samchully Co., Ltd. 4 67 March 2014

Lee, Chang-Hee

Director Professor, Seoul National University 4 53 March 2015

James B. Bemowski

Director Vice Chairman, Doosan Co., Ltd. 1 59 March 2015

Shin, Chae-Chol

Director Former Chairman and CEO, IBM Korea Inc. 0 65 March 2015

Lee, Myung-Woo

Director Professor, Hanyang University 0 59 March 2016

The term of office of the Directors elected in March 2013 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.

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Senior Management

In addition to the Inside Directors who are also our executive officers, we have the following executive officers:

Name

Position

Responsibility and Division

Years
with
POSCO
Age

Kwon, Oh-Joon

President Chief Technology Officer 24 62

Baek, Sung-Kwan

Senior Executive Vice President General Superintendent, Gwangyang Works 32 57

Woo, Jong-Soo

Senior Executive Vice President General Superintendent (Technical Research Laboratories) 33 57

Hwang, Eun-Yeon

Senior Executive Vice President Head of Corporate Relations Division 26 54

Song, Sebin

Executive Vice President Legal Affairs Department 2 50

Yoon, Dong-Jun

Executive Vice President Corporate Strategy Department II 26 54

Lee, Jung-Sik

Executive Vice President General Superintendent, Pohang Works 33 58

Suh, Young-Sea

Executive Vice President Head of Stainless Steel Business Division 29 58

Choi, Jeong-Woo

Executive Vice President Corporate Audit Department 28 55

Park, Kui-Chan

Executive Vice President Department of External Affairs 9 55

Park, Sung-Ho

Executive Vice President Steel Technology Strategy Department 30 56

Oh, In-Hwan

Executive Vice President Head of Carbon Steel Marketing Division 30 54

Jeon, Woo-Sig

Executive Vice President Corporate Strategy Department I 27 53

An, Tong-Il

Executive Vice President Deputy General Superintendent (Maintenance, Gwangyang Works) 26 53

Seo, Myung-Deuk

Executive Vice President Raw Materials Division 28 57

Yae, Jae-Hen

Senior Vice President Labor and Outside Services Department 28 56

Min, Kyung-Zoon

Senior Vice President PT KRAKATU POSCO Co.,Ltd. 29 54

Kim, Won-Ki

Senior Vice President Order Processing and Technical Service Department 31 56

Nam, Sik

Senior Vice President Steel Business Dept. II. 30 56

Ko, Suk-Bum

Senior Vice President Deputy General Superintendent (Administration, Gwangyang Works) 28 55

Kim, Jae-Seok

Senior Vice President Gas & Coal Chemical Business Department 28 55

Kim, Sun-Won

Senior Vice President POSCO-South Asia Co., Ltd. 30 54

Kim, Dong-Chul

Senior Vice President Steel Business Department I 27 57

Kim, Jhi-Yong

Senior Vice President Advanced Materials Business Department 20 51

Jeon, Cheol

Senior Vice President Stainless Steel Production and Technology 30 55

Kim, Yong-Min

Senior Vice President Zhangjiagang Pohang Stainless Steel Co., Ltd. 30 55

Lee, Young-Ki

Senior Vice President POSCO-Japan Co., Ltd. 27 53

Yu-Seong

Senior Vice President Nonferrous Metal Business Department 27 56

Kim, Se-Hyun

Senior Vice President Productivity Research Center 3 53

Hwang, Seok-Joo

Senior Vice President Information Planning Department 27 50

Yim, Chang-Hee

Senior Vice President General Superintendent (Gwangyang Research Lab) 27 56

Chang, In-Hwa

Senior Vice President New Business Department 2 57

Shim, Tong-Wook

Senior Vice President Finance Department 27 53

Kwon, Suk-Chul

Senior Vice President POSCO-China Co., Ltd. 29 58

Lee, Tae-Ju

Senior Vice President European Union Office 30 55

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Name

Position

Responsibility and Division

Years
with
POSCO
Age

Yun, Ki-mok

Senior Vice President Stainless Steel Raw Materials Department 29 55

Kim, Jae-Yeol

Senior Vice President Marketing Strategy Department 27 53

Kim, Hong-Soo

Senior Vice President Investment Management Dept. 30 55

Bae, Chung-Hun

Senior Vice President POSCO-VST Co., Ltd. 28 56

Kim, Dong-Soo

Senior Vice President Deputy General Superintendent (Iron and Steel Making, Pohang Works) 30 54

Son, Chang Hwan

Senior Vice President Automotive Materials Marketing Dept. 28 52

Chon, Jung-Son

Senior Vice President Raw Materials Procurement Dept. 26 50

Sung, Gee-Woong

Senior Vice President Environment & Energy Planning Dept. 18 53

Shin, Geon

Senior Vice President Engineering Research Center 31 55

Cho Young-Ki

Senior Vice President POSCO-Mexico Co., Ltd. 27 54

Lee, Bok-Sung

Senior Vice President Deputy General Superintendent (Administration, Pohang Works) 27 55

Cho, Yong-Doo

Senior Vice President Management Monitoring Dept. 3 52

Jeong, Tak

Senior Vice President Overseas Marketing Dept. 1 53

Chung, Chang-Hwa

Senior Vice President Communication Dept. 17 51

Kim, Kwan Young

Senior Vice President Human Resources and Innovation Dept. 25 51

Yi, Kyung-Jo

Senior Vice President Deputy General Superintendent (Hot and Cold Rolling, Gwangyang Works) 27 52

Ha, Young-Sul

Senior Vice President Procurement Service Center 26 54

Nam, Cheol-Soon

Senior Vice President Stainless Steel Marketing Department 0 52

Hwangbo, Won

Senior Vice President Hot Rolled Products Marketing Department. 23 49

Kim, Byung-Hwi

Senior Vice President Plate Products & Wire Rod Marketing Department 23 49

Choi, Seung-Deug

Senior Vice President New Growth Technology Strategy Department 5 51

Cho, Il-Hyun

Senior Vice President FINEX Research & Development Project Department 26 51

Kim, Jun-Hyung

Senior Vice President Deputy General Superintendent (Hot and Cold Rolling, Pohang Works) 27 50

Oh, Hyoung-Soo

Senior Vice President POSCO-Thainox. Co., Ltd. 27 52

Han, Ki-Won

Senior Vice President Deputy General Superintendent (Iron and Steel Making, Pohang Works) 25 51

Park, Joo-Cheul

Senior Vice President Deputy General Superintendent (Maintenance, Pohang Works) 26 52

Yoo, Sun-Hee

Senior Vice President Corporate Future Creation Academy 1 51

Item 6.B . Compensation

Compensation of Directors and Officers

Salaries and bonuses for Inside Directors and salaries for Outside 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 32.3 billion in 2012 and the aggregate amount set aside or accrued by us to provide pension and retirement benefits to such persons was Won 6.6 billion in 2012.

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

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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 is composed of three Outside Directors, Lee, Young-Sun (committee chair), James B. Bemowski, Shin, Chae-Chol and one Inside Director, Kim, Yeung Gyu. 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 our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Evaluation and Compensation Committee

The Evaluation and Compensation Committee is composed of four Outside Directors, Han, Joon-Ho (committee chair), Lee, Young-Sun, Shin, Chae-Chol and Lee, Myung-Woo. 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 composed of three Outside Directors, Han, Joon-Ho (committee chair), James B. Bemowski, Lee, Myung-Woo and two Inside Directors, Park, Ki-Hong and Kim, Joon-Sik. 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 is composed of five Inside Directors, Chung, Joon-Yang (committee chair), Park, Ki-Hong, Kim, Joon-Sik, Chang, In-Hwan and Kim, Yeung Gyu. 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 three Outside Directors. Members of our Audit Committee are Lee, Chang-Hee (committee chair), Lee, Young-Sun and Shin, Chae-Chol.

The duties of the Audit Committee include:

engaging independent auditors;

approving independent audit fees;

approving audit and non-audit services;

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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.

Related Party Transactions Committee

The Related Party Transaction Committee is composed of three Outside Directors, Lee, Chang-Hee (committee chair), Lee, Young-Sun and Shin, Chae-Chol. 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, 2012, we had 35,094 employees, including 17,471 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 34,936 employees, including 17,383 persons employed by our subsidiaries, as of December 31, 2011, and 33,557 employees, including 17,148 persons employed by our subsidiaries, as of December 31, 2010. 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, 2012, only 10 of our employees were members of the POSCO labor union.

In accordance with the National Pension Act of Korea, we contribute an amount equal to 4.5% of an employee’s standard monthly wages, and each employee contributes 4.5% of his or her standard monthly wages, into his or her personal pension account. Our employees, including executive officers as well as non-executive employees, are subject to a pension insurance system, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees are paid from their pension accounts. Prior to 2011, our executive and non-executive employees were subject to a lump-sum severance payment system, under which they were entitled to receive a lump-sum severance payment upon termination of their employment, based on their length of service and salary level at the time of termination. Starting in 2011, in accordance with the Korean Employee Retirement Income Security Act, we replaced such lump-sum severance payment system with our current pension insurance system in the form of either a defined benefit plan or a defined contribution

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plan, with a total unfunded portion of Won 346 billion as of December 31, 2012. Our employees have the option of choosing either the defined benefit plan or the defined contribution plan. Lump-sum severance amounts previously accrued prior to our adoption of the current pension insurance system continue to remain payable. 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, 2012, our employees owned, through our employee stock ownership association, approximately 0.01% of our common stock in their association accounts and 1.90% of our common stock in their employee accounts.

Item 6.E. Share Ownership

Common Stock

The persons who are currently our Directors or executive officers held, as a group, 20,787 common shares as of April 23, 2013, the most recent practicable date for which this information is available. The table below shows the ownership of our common shares by our Directors and executive officers.

Chung, Joon-Yang

1,814

Kim, Joon-Sik

1,300

Kwon, Oh-Joon

1,000

Park, Joo-Cheul

650

Jeon, Cheol

560

Shim, Tong-Wook

520

Woo, Jong-Soo

501

Park, Ki-hong

500

Hwang, Seok-Joo

480

Yim, Chang-Hee

469

Yae, Jae-Hen

450

Min, Kyung-Zoon

430

Kim, Dong-Chul

420

Kwon, Suk-Chul

420

Cho, Young-Ki

411

Lee, Jung-Sik

396

Park, Sung-Ho

396

Kim, Dong-Soo

380

Lee, Bok-Sung

380

Kim, Sun-Won

372

Kim, Jae-Seok

370

Kim, Kwan-Young

370

Lee, Tae-Ju

347

Nam, Sik

341

Kim, Hong-Soo

341

Suh, Young-Sea

336

Jeon, Woo-Sig

332

Baek, Sung-Kwan

311

Yoon, Dong-Jun

311

Lee, Young-Ki

310

Ko, Suk-Bum

306

Chang, In-Hwan

304

Song, Sebin

300

Kim, Won-Ki

292

Seo, Myung-Deuk

292

Hwang, Eun-Yeon

271

Yu-Seong

268

Cho, Il-Hyun

251

Kim, Jhi-Yong

243

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Kim, Yong-Min

202

Sung, Gee-Woong

202

Hwangbo, Won

202

An, Tong-Il

200

Han, K i-Won

182

Kim, Yeung-Gyu

170

Oh, In-Hwan

150

Oh, Hyuong-Soo

143

Park, Kui-Chan

136

Yi, Kyung-Jo

130

Choi, Jeong-Woo

120

Bae, Chung-Hun

113

Yun, Kimok

112

Son, Chang-Hwan

104

Chang, In-Hwa

100

Kim, Se-Hyun

100

Kim, Jae-Yeol

100

Kim, Byung-Hwi

99

Kim, Jun-Hyung

99

Chon, Jung-Son

94

Shin, Geon

94

Chung, Chang-Hwa

78

Cho, Yong-Doo

50

Jeong, Tak

50

Ha, Young-Sul

12

Total

20,787

Stock Options

With respect to the options granted, we may elect either to issue shares of common stock, distribute treasury stock or to 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. Currently, there are no outstanding exercisable stock options. The following table sets forth information regarding the stock options we have granted to our current Directors and executive officers as of April 30, 2013.

Grant Date Exercise Period Exercise
Price
Granted
Options
Exercised
Options
Exercisable
Options

Directors

From To

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 4,900 0

Grant Date Exercise Period Exercise
Price
Granted
Options
Exercised
Options
Exercisable
Options

Executive Officers

From To

Kwon, Oh-Joon

April 26, 2003 4/27/2005 4/26/2010 102,900 9,604 9,604 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, 2012.

Shareholders

Number of
Shares
Owned
Percentage

National Pension Service

5,225,654 5.99

Nippon Steel & Sumitomo Metal Corporation ( 1 )

4,394,712 5.04

KB Financial Group Inc. and subsidiaries

1,919,773 2.20

Pohang University of Science and Technology

1,905,000 2.18

Shinhan Financial Group Inc. and subsidiaries

1,845,054 2.12

Directors and executive officers as a group

23,458 0.03

Public ( 2 )

61,930,793 71.03

POSCO (held in the form of treasury stock)

7,449,117 8.54

POSCO (held through treasury stock fund)

2,493,274 2.86

Total issued shares of common stock

87,186,835 100.00 %

(1) Held in the form of ADRs.

(2) Includes ADRs.

As of December 31, 2012, there were 13,823,736 shares of common stock outstanding in the form of ADRs, representing 15.86% of the total issued shares of common stock.

Item 7.B. Related Party Transactions

We have issued guarantees of Won 3,588 billion as of December 31, 2010, Won 7,366 billion as of December 31, 2011 and Won 9,140 billion as of December 31, 2012 in favor of affiliated and related companies. We have also engaged in various transactions with our subsidiaries and affiliated companies. See Notes 34 and 35 of Notes to Consolidated Financial Statements.

As of December 31, 2010, 2011 and 2012, 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-107.

Legal Proceedings

We are subject to a number of anti-dumping duties in India, Russia, Indonesia, Australia and Malaysia and a number of anti-dumping investigations in Brazil, Australia, Thailand, Mexico and Taiwan. The anti-dumping proceedings have not had a material adverse impact on our business and operations. However, there can be no assurance that increases in, or new impositions of, anti-dumping duties, countervailing duties, quotas or tariffs on our exports of products abroad may not have a material adverse impact on our exports in the future. See “Item 4. Information on the Company — Item 4.B. Business Overview — Markets — Exports.”

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In 2012, the Korea Fair Trade Commission imposed a fine of Won 118 billion on us and POSCO Coated & Color Steel Co., Ltd., our consolidated subsidiary, for alleged antitrust violations, including price fixing of galvanization surcharge rates. We intend to vigorously defend against such administrative action and filed for judicial review of such administrative action in the Seoul High Court on February 28, 2013, which ruling is currently pending.

In April 2012, Nippon Steel & Sumitomo Metal Corporation filed civil lawsuits in Japan and the United States relating to claims of alleged improper acquisition and infringement of intellectual property rights related to production of grain oriented electrical steel sheets. Nippon Steel & Sumitomo Metal Corporation is seeking an injunction to prohibit us from manufacturing and selling the allegedly infringing products as well as seeking compensation of Won 1,230 billion. We plan to vigorously defend against such claims. Due to the early stage of the lawsuits and their inherent uncertainties, we are not able to reliably estimate the amount of compensation and timing, if any, that might be awarded to Nippon Steel & Sumitomo Metal Corporation. We have not recorded any provision for these lawsuits.

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, shares or other form of property 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 as of December 31, 2012. Of these shares and as of such date, 77,244,444 shares were outstanding and 7,449,117 shares were held by us in treasury and 2,493,274 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.

Year

Annual Dividend per
Common Stock to
Public
Interim Dividend
per Common Stock
Average Total
Dividend per
Common Stock
(In Won)

2008

7,500 2,500 10,000

2009

6,500 1,500 8,000

2010

7,500 2,500 10,000

2011

7,500 2,500 10,000

2012

6,000 2,000 8,000

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.

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Item 9. The Offer and Listing

Item 9.A. Offer and Listing Details

Market Price Information

Notes

Not applicable

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.

Price Average Daily
Trading
Volume
High Low
(In Won) (Number of
Shares)

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

Second Quarter

435,000 369,000 390,866

Third Quarter

519,000 420,000 324,403

Fourth Quarter

619,000 472,500 293,724

2010

First Quarter

625,000 516,000 255,173

Second Quarter

560,000 434,500 343,367

Third Quarter

524,000 460,500 257,784

Fourth Quarter

538,000 448,500 299,776

2011

First Quarter

517,000 450,500 345,785

Second Quarter

565,000 421,000 282,070

Third Quarter

480,000 358,500 277,876

Fourth Quarter

351,000 308,000 235,063

2012

First Quarter

424,000 376,000 198,239

Second Quarter

385,000 351,500 169,135

Third Quarter

391,000 353,500 159,508

Fourth Quarter

367,000 308,000 202,895

October

367,000 342,000 217,592

November

337,500 308,000 181,654

December

355,500 318,500 211,708

2013

First Quarter

371,000 321,500 169,232

January

370,000 355,500 174,413

February

371,000 352,500 149,208

March

343,000 321,500 182,556

Second Quarter (through April 26)

325,000 311,500 177,316

April (through April 26)

325,000 311,500 177,316

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

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“PKX.” One ADS represents one-fourth of one share of common stock. As of December 31, 2012, 55,294,944 ADSs representing 13,823,736 common shares were outstanding, representing 15.86% 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.

Price Average Daily
Trading Volume
High Low
(In US$) (Number of
ADSs)

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 47.14 212,268

Second Quarter

89.00 69.23 168,527

Third Quarter

108.08 80.73 491,455

Fourth Quarter

131.47 100.00 458,775

2010

First Quarter

140.10 108.23 429,700

Second Quarter

124.83 88.78 559,765

Third Quarter

113.98 94.67 344,102

Fourth Quarter

120.47 95.34 376,905

2011

First Quarter

117.57 100.50 403,646

Second Quarter

116.83 95.86 348,986

Third Quarter

112.41 76.01 344,454

Fourth Quarter

89.16 72.51 366,073

2012

First Quarter

94.06 80.28 268,347

Second Quarter

85.09 74.82 262,176

Third Quarter

85.55 77.21 190,260

Fourth Quarter

82.97 71.85 187,932

October

82.44 78.11 171,533

November

78.49 71.85 181,833

December

82.97 73.81 211,555

2013

First Quarter

86.69 72.41 258,130

January

86.69 81.19 232,395

February

83.79 80.54 213,579

March

80.36 72.41 327,475

Second Quarter (through April 26)

73.00 68.82 304,405

April (through April 26)

73.00 68.82 304,405

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 by consolidating the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc., or the KOSDAQ, and the KOSDAQ Committee of the Korea Securities Dealers Association, which had formerly managed the KOSDAQ. There are three different markets operated by the Korea Exchange: the KRX KOSPI Market, the KRX KOSDAQ Market, and the KRX Derivatives Market. The Korea Exchange has two trading floors located in Seoul, one for the KRX KOSPI Market and one for the KRX KOSDAQ Market, and one trading floor in Busan for the KRX Derivatives Market. The Korea Exchange is a limited liability company, the shares of which are held by

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(i) investment brokers and investment dealers that were formerly members of the Korea Futures Exchange or the Korea Stock Exchange and (ii) the stockholders of the KOSDAQ. Currently, the Korea Exchange is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean investment brokers and investment dealers and some Korean branches of foreign investment brokers and investment dealers.

According to data published by the Korea Exchange, as of December 31, 2012, the aggregate market value of equity securities listed on the KRX KOSPI Market and the KRX KOSDAQ Market was approximately Won 1,263 trillion, and the average daily trading volume of equity securities for 2012 was approximately 1,076 million shares with an average transaction value of Won 6,952 billion. 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 that 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 offer publicly their securities.

The Korea Exchange publishes the Korea Composite Stock Price Index, or 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.

Movements in KOSPI are set out in the following table together with the associated dividend yields and price earnings ratios.

Period Average

Year

Opening High Low Closing Dividend
Yield (1)(2)
(Percent)
Price
Earnings
Ratio (2)(3)

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

1,132.87 1,718.88 1,018.81 1,682.77 1.2 23.7

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Period Average

Year

Opening High Low Closing Dividend
Yield (1)(2)
(Percent)
Price
Earnings
Ratio (2)(3)

2010

1,681.71 2,052.97 1,552.79 2,051.00 1.1 19.0

2011

2,063.69 2,231.47 1,644.11 1,825.12 1.3 13.1

2012

1,831.69 2,057.28 1,758.99 1,997.05 1.3 12.9

2013 (through April 26)

2,013.74 2,042.48 1,888.30 1,944.56 1.4 12.6

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.

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:

Previous Day’s Closing Price (Won)

Rounded
Down 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
Average Daily Trading Volume, Value

Year

Number of
Listed
Companies
(Billions of
Won)
(Millions of
US$) (1)
Thousands
of Shares
(Millions of
Won)
(Thousands
of US$) (1)

1985

342 6,570 US$ 7,381 18,925 12,315 US$ 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

770 887,935 762,503 485,657 5,595,552 4,976,859

2010

777 1,141,885 1,006,243 380,859 5,619,768 4,952,210

2011

791 1,041,999 904,670 353,760 6,836,146 5,935,185

2012

930 1,154,294 1,078,578 486,479 4,823,642 4,507,234

2013 (through April 26)

919 1,132,526 1,018,184 396,904 4,059,447 4,133,876

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 Financial Services Commission and under the regulations set forth in the FSCMA. In July 2007, the National Assembly of Korea enacted the FSCMA. The FSCMA, which came into effect on February 4, 2009, comprehensively regulates the Korean capital markets, the financial investment business (including collective investment businesses and trust businesses) and financial investment products (such as securities and derivatives). 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. The FSCMA regulates the operation and monitoring of the securities and derivatives markets.

Protection of Customer’s Interest in Case of Insolvency of Investment Brokers or Investment Dealers

Under Korean law, the relationship between a customer and an investment broker or an investment dealer 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 investment broker or the investment dealer)

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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 reorganization procedure involving an investment broker or an investment dealer, the customer of the investment broker or the investment dealer is entitled to the proceeds of the securities sold by the investment broker or the investment dealer.

When a customer places a sell order with an investment broker or an investment dealer that is not a member of the KRX KOSPI Market or the KRX KOSDAQ Market and this investment broker or investment dealer places a sell order with another investment broker or investment dealer that is a member of the KRX KOSPI Market 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 reorganization of the non-member company.

Under the FSCMA, the Korea Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by members of the KRX KOSPI Market or the KRX KOSDAQ Market. If an investment broker or an investment dealer that is a member of the KRX KOSPI Market or the KRX KOSDAQ Market 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. Therefore, the customer can acquire the securities that have been ordered to be purchased by the breaching member.

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.

As the cash deposited with an investment broker or an investment dealer is regarded as belonging to the investment broker or investment dealer, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the investment broker or the investment dealer if a bankruptcy or rehabilitation procedure is instituted against the investment broker or the investment dealer and, therefore, can suffer from loss or damage as a result. However, in case of the investment broker or the investment dealer’s bankruptcy, liquidation, cancellation of investment broker or investment dealer license or other insolvency events, the Depositor Protection Act provides that the Korea Deposit Insurance Corporation will, upon the request of the investors, pay each investor up to a total of Won 50 million, which shall represent both actual cash deposited and any interest accrued thereon. Pursuant to the FSCMA, as amended, investment brokers or investment dealers are required to deposit the cash received from its customers at the securities finance company established pursuant to the FSCMA. Set-off or attachment of cash deposits by investment brokers or investment dealers is prohibited. The premiums related to this insurance are paid by investment brokers or investment dealers.

Clearance and Settlement

The settlement of trades on the Korea Exchange is required to be handled by a settlement agency of the Korea Exchange. The Korea Securities Depository is the institution commissioned by the Korea Exchange to handle all such settlement of trades. The settlement of trades on the Korea Exchange takes place through a clearance and settlement procedure. The Korea Exchange has adopted the multilateral netting system and carries out the clearance of the trades by netting the sales and purchases of each Korea Securities Depository participant. The Korea Exchange is required to provide the daily net settlement results of the trades to the Korea Securities Depository one business day after the day of the sale and purchase contract. The Korea Securities Depository then handles settlement of the securities and the funds based on the information received from the Korea Exchange. The securities are settled through book-entry changes in the accounts of Korea Securities Depository participants and the funds are settled by transfer to an account at a bank designated by the Korea Securities Depository. Settlement of trades is generally required to take place on the third day following the day of the sale and purchase contract.

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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 Preferred Shares”). Our Non-Voting Preferred Shares have a preferential right to dividend payments. Common Shares and Non-Voting Preferred Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Preferred Shares up to the limit prescribed by applicable law, the aggregate of which currently is one-quarter of our total issued and outstanding capital stock. As of December 31, 2012, 87,186,835 Common Shares were issued, of which 7,449,117 shares were held by us in treasury and an additional 2,493,274 shares were held by our treasury stock fund. We have never issued any Non-Voting Preferred 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 Preferred 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 Preferred 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 Preferred 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, Shares or other form of property. However, a dividend of Shares

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must be distributed at 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, (iii) the legal reserve to be set aside for annual dividend, and (iv) unrealized profits determined in the Presidential Decree to the Commercial Code. 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.

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In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 2 trillion, 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, 2012, our employees owned, through our employee stock ownership association, approximately 0.01% of our common stock in their association accounts and 1.90% of our common stock in their employee accounts.

General Meeting of Shareholders

We hold the annual general meeting of shareholders within three months after the end of each fiscal year. The record date of the register of shareholders is December 31 of each year, and such shareholders listed on the register of shareholder as of the record date are entitled to exercise their right at the general meeting of shareholders. 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 Preferred Shares may request a general meeting of shareholders only after the Non-Voting Preferred 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 or by notices to be posted on the electronic disclosure database system maintained by the Financial Supervisory Service or the Korea Exchange at least two weeks in advance of the meeting. Currently, we use The Seoul Shinmun published in Seoul, The Maeil Shinmun published in Taegu and The Kwangju Ilbo published 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 Preferred 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 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

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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;

acquisition of all or a part of the business of any other company that may have a material impact on our business;

issuing any new Shares at a price lower than their par value; or

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.

In general, holders of Non-Voting Preferred 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 or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Preferred Shares, approval of the holders of Non-Voting Preferred Shares is required. We may obtain the approval by a resolution of holders of at least two-thirds of the Non-Voting Preferred Shares present or represented at a class meeting of the holders of Non-Voting Preferred Shares, where the affirmative votes also represent at least one-third of our total issued and outstanding Non-Voting Preferred Shares.

Shareholders may exercise their voting rights by proxy. When a shareholder is a corporate entity, such shareholder may give proxies to its officers or directors.

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 Preferred 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 the 20-day period. 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

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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 15 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 date and/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 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 Financial Services Commission 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 Financial Services Commission 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 at 36-3, Yeoido-dong, Yeongdeungpo-gu, Seoul, Korea.

Acquisition of Shares by Us

We may acquire our own Shares, subject to the approval by the general meeting of shareholders. In addition, we may acquire Shares through purchases on the Korea Exchange or

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through a tender offer or by acquiring the interests in a trust account holding 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.

In accordance with the Commercial Code, we may resell or transfer any Shares acquired by us to a third party, subject to the approval by the Board of Directors. 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.

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 Preferred 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. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities subject to procedural requirements in accordance with these laws. The Financial Services Commission 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, a foreign exchange stabilization fund, certain other governmental agencies or financial companies; 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, a foreign exchange stabilization fund, certain other governmental agencies or financial companies.

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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 with voting rights, 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 Financial Services Commission 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 Financial Services Commission 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) certain professional investors, as specified 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.

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 Financial Services Commission 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 with voting rights (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 KRX regulations, 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 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

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exchange or actually lists on, or de-lists from, a foreign stock exchange, then it must submit to 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 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 Financial Supervisory Service (“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 Financial Services Commission regulations, effective as of November 30, 2006, we are required to file a securities registration statement with the Financial Services Commission 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 the Financial Services Commission 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;

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 KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange; and

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arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.

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 Financial Supervisory Service 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 Financial Supervisory Service 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 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,

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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 Trade, Industry & Energy. 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 on Form 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 is a summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean

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taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisers.

Tax on Dividends

Dividends on the common shares or ADSs paid (whether in cash or in shares) to a Non-resident Holder will be subject to Korean withholding taxes at the rate of 22% (including local income tax) or such lower rate as is applicable under a treaty between Korea and such Non-resident Holder’s country of tax residence. Free distributions of shares representing a capitalization of certain capital surplus reserves may be subject to Korean withholding taxes.

The tax is withheld by the payer of the dividend. Since the payer is required to withhold the tax, Korean law does not entitle the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld, even if it subsequently produces evidence that it was entitled to have tax withheld at a lower rate, except in certain limited circumstances.

Tax on Capital Gains

As a general rule, capital gains earned by Non-resident Holders upon transfer of the common shares or ADSs are subject to Korean withholding tax at the lower of (i) 11% (including local income tax) of the gross proceeds realized or (ii) 22% (including local income tax) of the net realized gains (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs), unless exempt from Korean income taxation under the effective Korean tax treaty with the Non-resident Holder’s country of tax residence.

However, a Non-resident Holder will not be subject to Korean income taxation on capital gains realized upon the sale of the common shares through the KRX KOSPI Market if the Non-resident Holder (i) has no permanent establishment in Korea and (ii) did not or has not owned (together with any shares owned by any entity with a specified special relationship with such Non-resident Holder) 25% or more of the total issued and outstanding shares of us 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.

It should be noted that capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be exempt from Korean income taxation, provided that the ADSs are deemed to have been issued overseas. If and when an owner of the underlying common shares transfers the ADSs following the conversion of the underlying shares for ADSs, such person will not be exempt from Korean income taxation.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was domiciled in Korea and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a certain limit and vary according to the identity of the parties involved.

Under Korean inheritance and gift tax laws, securities issued by a Korean corporation are deemed to be located in Korea irrespective of where they are physically located or by whom they are owned.

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Securities Transaction Tax

Securities transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.5% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market (such as the common shares), the securities transaction tax is imposed generally at the rate of (i) 0.3% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or (ii) subject to certain exceptions, 0.5% of the sales price of such shares if traded outside the KRX KOSPI Market.

Securities transaction tax or the agricultural and fishery special surtax is not applicable if (i) the shares or rights to subscribe for shares are listed on a designated foreign stock exchange and (ii) the sale of the shares takes place on such exchange.

Securities transaction tax, if applicable, must be paid by the transferor of the shares or rights, in principle. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder 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. Failure to do so will result in the imposition of penalties equal to the sum of (i) between 10% to 40% of the tax amount due, depending on the nature of the improper reporting, and (ii) 10.95% per annum on the tax amount due for the default period.

Tax Treaties

Currently, Korea has income tax treaties with a number of countries, inter alia, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Italy, Japan, Luxembourg, Ireland, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, the United Kingdom and the United States of America under which the rate of withholding tax on dividend and interest is reduced, generally to between 5% and 16.5% (including local income tax), and the tax on capital gains derived by a non-resident from the transfer of securities issued by a Korean company is often eliminated.

Each Non-resident Holder of common shares should inquire for itself whether it is entitled to the benefits of a tax treaty with Korea. It is the responsibility of the party claiming the benefits of a tax treaty in respect of interest, dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of its claim for treaty protection. In the absence of sufficient proof, we (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, must withhold tax at the normal rates.

Furthermore, in order for a non-resident of Korea to obtain the benefits of tax exemption on certain Korean source income (e.g., capital gains and interest) under an applicable tax treaty, Korean tax law requires such non-resident (or its agent) to submit to the payer of such Korean source income an application for a tax exemption along with a certificate of tax residency of such non-resident issued by a competent authority of the non-resident’s country of tax residence, subject to certain exceptions. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income.

For a non-resident of Korea to obtain the benefits of treaty-reduced tax rates on certain Korean source income (e.g, capital gains and interest) under an applicable tax treaty, Korean tax law requires such non-resident (or its agents) to submit to the payer of such Korean source income an application for treaty-reduced tax rates prior to receipt of such Korean source income; provided, however, that an

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owner of ADSs who is a non-resident of Korea is not required to submit such application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository by a foreign depository.

At present, Korea has not entered into any tax treaty relating to inheritance or gift 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 Dollar;

a person that owns or is deemed to own 10% or more of any class of our stock; or

a partnership that holds shares of common stock or ADSs, or partners therein.

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 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 share of common stock or ADS.

Shares of Common Stock and ADSs

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner 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 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 Dollar amount of dividends received by an individual with respect to the ADSs and common stock will be subject to taxation at a preferential rate applicable to long-term capital gains 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, and we believe we are eligible for benefits under the Treaty. 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 2011 or 2012 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 2013 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, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of common stock or ADSs equal to the difference, if any, between the amount realized (Dollars) on the sale or exchange and your adjusted tax basis in the common stock or ADSs. This gain or loss 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 a 16-day period 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, provided that you do not elect to claim a

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foreign tax credit for any foreign income taxes paid or accrued for the relevant tax year and 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.

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 certain U.S.-related financial 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 its non-U.S. status in connection with payments received within the United States or through a U.S.-related financial 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 on Form 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 at 1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at http://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

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value of our equity investments. Following evaluation of these positions, we selectively enter into derivative financial instruments to manage the related risk exposures, primarily with respect to foreign exchange rate and interest rate risks, which are entered into with major financial institutions in order to minimize the risk of credit loss. Our market risk management policy determines the market risk tolerance level, measuring period, controlling responsibilities, management procedures, hedging period and hedging ratio very specifically. We also prohibit all speculative hedging transactions and evaluate and manage foreign exchange exposures to receivables and payables.

None of our loss exposures related to derivative contracts are unlimited, and we do not believe that our net derivative positions could result in a material loss to our profit before income tax or total equity due to significant fluctuations of major currencies against the Korean Won. Due to the nature of our derivative contracts primarily as hedging instruments that manage foreign exchange risks, net gain or net loss on derivatives transactions and valuation of derivatives are typically offset by net loss or net gain on foreign currency transaction and translation. We recorded net gain on derivatives transactions of Won 37 billion and net loss on valuation of derivatives of Won 77 billion in 2011, and we recorded net gain on derivatives transactions of Won 98 billion and net loss on valuation of derivatives of Won 65 billion in 2012.

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 and freight costs. Foreign currency denominated liabilities relate primarily to foreign currency denominated debt.

We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, Daewoo International’s exposure to fluctuations in exchange rates, including the Won/Dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because Daewoo International’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in Dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly Daewoo International and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge our foreign exchange risks.

Our foreign currency exposure and changes in gain or loss resulting from a 10% foreign exchange rate change against the Korean Won are as follows:

For the Years Ended December 31,
2010 2011 2012
Increase Decrease Increase Decrease Increase Decrease
(In billions of Won)

US Dollars

(495 ) 495 (706 ) 706 (519 ) 519

Japanese Yen

(245 ) 245 (212 ) 212 (178 ) 178

Euro

(14 ) 14 (34 ) 34 (1 ) 1

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. In particular, we are exposed to interest rate risk on our existing floating rate borrowings and on additional debt financings that we may periodically undertake for various reasons, including capital expenditures and

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refinancing of our existing borrowings. A rise in interest rates will increase the cost of our existing variable rate borrowings. If interest rates on borrowings with floating rates had been 1% higher or lower with all other variables held constant, the impact on the gain or loss of the applicable period would be as follows:

For the Years Ended December 31,
2010 2011 2012
(In billions of Won)

Increase or decrease in annual profit and net equity

16 26 96

A reduction of interest rates also 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.

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, 2012 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency.

Maturities
December 31, 2012 December 31, 2011
2013 2014 2015 2016 2017 Thereafter Total Fair
Value
Total Fair
Value
(In billions of Won except rates)

Local currency:

Fixed rate

1,506 891 1,638 1,763 255 942 6,995 7,113 11,643 11,766

Average weighted rate (1)

4.21 % 3.49 % 3.28 % 3.20 % 4.62 % 4.32 % 3.68 % 4.2 %

Variable rate

2,782 210 125 32 24 143 3,316 3,316 1,448 1,450

Average weighted rate (1)

2.26 % 4.66 % 4.72 % 2.83 % 2.85 % 3.45 % 2.56 % 2.95 %

Sub-total

4,288 1,101 1,763 1,795 279 1,085 10,311 10,429 13,091 13,216

Foreign currency, principally Dollars and Yen:

Fixed rate

2,446 1,399 274 1,008 165 2,374 7,666 8,069 12,950 13,115

Average weighted
rate (1)

1.72 % 3.56 % 3.48 % 3.62 % 3.52 % 3.31 % 2.90 % 2.24 % 13,115

Variable rate

3,478 927 523 504 393 357 6,182 6,089 1,189 1,203

Average weighted
rate (1)

1.73 % 3.42 % 2.24 % 2.02 % 2.11 % 2.53 % 2.12 % 2.16 %

Sub-total

5,924 2,326 797 1,512 558 2,731 13,848 14,158 14,139 14,318

Total

10,212 3,427 2,560 3,307 837 3,816 24,159 24,587 27,230 27,534

(1) Weighted average rates of the portfolio at the period end.

Equity Price Risk

We are exposed to equity price risk primarily from changes in the stock price of our available-for-sale financial assets, particularly our interests in Nippon Steel & Sumitomo Metal Corporation, KB Financial Group, Inc., Hyundai Heavy Industries, Co., Ltd. and SK Telecom. As of December 31, 2012, we hold a 2.38% interest in Nippon Steel & Sumitomo Metal Corporation with a market value of Won 624 billion, a 3.00% interest in KB Financial Group, Inc. with a market value of Won 439 billion, and a 1.94% interest in Hyundai Heavy Industries, Co., Ltd. with a market value of Won 357 billion. In addition, a special purpose vehicle created by us holds a 2.84% interest in SK Telecom with a market value of Won 350 billion, which are placed as collateral for exchangeable bonds issued in August 2011. We have not entered into any derivative instruments or any other arrangements to manage our equity price risks.

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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

Fees and Charges

Under the terms of the deposit agreement, holders of our ADSs are required to pay the following service fees to the depositary:

Services

Fees

Issuance of ADSs upon deposit of shares

Up to $0.05 per ADS issued

Delivery of deposited shares against surrender of ADSs

Up to $0.05 per ADS surrendered

Distribution delivery of ADSs pursuant to sale or exercise of rights

Up to $0.05 per ADS held

Distributions of dividends

Up to $0.02 per ADS held

Distribution of securities other than ADSs

A fee equivalent to the fee that would be payable if securities distributed had been shares and such shares had been deposited for issuance of ADSs.

Other corporate action involving distributions to shareholders

1. As necessary for taxes and other governmental charges that the depositary or the custodian have to pay on any ADS or share underlying an ADS (for example, stock transfer taxes, stamp duty or withholding taxes).

2. As necessary for any charges incurred by the depositary or its agents for servicing the deposited securities.

Holders of our ADSs are also responsible for paying certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea ( i.e. , upon deposit and withdrawal of shares);

expenses incurred for converting foreign currency into Dollars;

expenses for cable, telex and fax transmissions and for delivery of securities;

taxes and duties upon the transfer of securities ( i.e. , when shares are deposited or withdrawn from deposit); and

fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Depositary fees payable upon the issuance and surrender of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for

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surrender. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via the Korea Securities Depositary, or KSD), the depositary generally collects its fees through the systems provided by KSD (whose nominee is the registered holder of the ADSs held in KSD) from the brokers and custodians holding ADSs in their KSD accounts. The brokers and custodians who hold their clients’ ADSs in KSD accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to such holder of ADSs.

The fees and charges that holders of our ADSs may be required to pay may vary over time and may be changed by us and by the depositary. Holders of our ADSs will receive prior notice of such changes.

Fees and Payments from the Depositary to Us

In 2012, we received the following payments from the depositary

Reimbursement of NYSE listing fees:

$ 51,256

Reimbursement of London Stock Exchange listing fees:

$ 21,907

Reimbursement of proxy process expenses (printing, postage and distribution):

$ 76,743

Contributions toward our investor relations efforts:

$ 532,822

In addition, as part of its service to us, the depositary waives its fees for the standard costs associated with the administration of the ADS facility, associated operating expenses, investor relations advice and access to an internet-based tool used in our investor relations activities.

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 in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2012. 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.

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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, 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, 2012 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, 2012.

c. Attestation Report of the Independent Registered Public Accounting Firm

KPMG Samjong Accounting Corp. (“KPMG Samjong”), an independent registered public accounting firm, which audited our consolidated financial statements as of, and for the year ended, December 31, 2012, has issued an attestation report on the effectiveness of our internal control over financial reporting, which report is included in Item 18 of this Form 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.

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Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

The board of directors has approved the members of our audit committee. Lee, Chang-Hee is an audit committee financial expert and is independent within the meaning of applicable SEC rules.

Item 16B. Code of Ethics

We have adopted a code of business conduct and ethics, as defined in Item 16B. of Form 20-F under 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 auditor, KPMG, in 2010, 2011 and 2012:

For the Year Ended December 31,
2010 2011 2012
(In millions of Won)

Audit fees

5,198 5,846 6,501

Audit-related fees

750 946 170

Tax fees

477 687 1,730

Other fees

439 222 48

Total fees

6,864 7,701 8,449

Audit fees in 2012 as set forth in the above table are the aggregate fees billed by KPMG 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 2012 as set forth in the above table are the aggregate fees billed by KPMG for comfort letter services related to a proposed securities offering by one of our subsidiaries.

Tax fees in 2012 as set forth in the above table are fees billed by KPMG for our tax compliance and tax planning, as well as tax planning and preparation of other related companies.

Other fees in 2012 as set forth in the above table are fees billed by KPMG primarily related to research on expected return rates of natural resources development 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 a case-by-case basis 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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Table of Contents

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, 2012:

Period

Total Number of
Shares
Purchased
Average Price
Paid Per Share (In
Won)
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
Maximum Number
of Shares that May
Yet Be Purchased
Under the Plans

January 1 to January 31

February 1 to February 29

March 1 to March 31

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

Item 16F. Change in Registrant’s Certifying Accountant

Not applicable

Item 16G. 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 6 out of 11 directors are Outside Directors. Under our articles of incorporation, we may have up to five Inside Directors and seven 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 Inside Director.
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.

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NYSE Corporate Governance Standards

POSCO’s Corporate Governance Practice

Audit Committee

Listed companies must have an audit committee that is composed of minimum of three directors and satisfy the requirements of Rule 10A-3 under the Exchange Act We maintain an Audit Committee comprised of three 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.

Item 16H. Mine Safety Disclosure

Not applicable

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Table of Contents

PART III

Item 17. Financial Statements

Not applicable

Item 18. Financial Statements

Page

Report of Independent Registered Public Accounting Firm, KPMG Samjong Accounting Corp., on Consolidated Financial Statements

F-1

Report of Independent Registered Public Accounting Firm, KPMG Samjong Accounting Corp., on Internal Control over Financial Reporting

F-2

Consolidated Statements of Financial Position as of December 31, 2011 and 2012

F-3

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2010, 2011 and 2012

F-5

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2010, 2011 and 2012

F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 2011 and 2012

F-9

Notes to Consolidated Financial Statements

F-11

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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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

POSCO:

We have audited the accompanying consolidated statements of financial position of POSCO and subsidiaries as of December 31, 2011 and 2012 and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of POSCO’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated 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 audits provide 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, 2011 and 2012 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As described in note 12 to the consolidated financial statements, POSCO changed the useful life of major machinery and equipment from 8 years to 15 years from January 1, 2011. For the year ended December 31, 2011, this change resulted in a reduction in depreciation expenses of 1,227,169 million.

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, 2012, 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 April 26, 2013 expressed an unqualified opinion on the effectiveness of POSCO`s internal control over financial reporting.

/s/    KPMG Samjong Accounting Corp.

Seoul, Korea

April 26, 2013

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

POSCO:

We have audited POSCO’s internal control over financial reporting as of December 31, 2012, 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 POSCO’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, 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, 2012, 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 statements of financial position of POSCO and subsidiaries as of December 31, 2012, and 2011, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2012, and our report dated April 26, 2013 expressed an unqualified opinion on those consolidated financial statements.

/s/    KPMG Samjong Accounting Corp.

Seoul, Korea

April 26, 2013

F-2


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2011 and 2012

Notes December 31,
2011
December 31,
2012
(in millions of Won)

Assets

Cash and cash equivalents

5,20 4,598,682 4,680,526

Trade accounts and notes receivable, net

6,15,20,24,25,32 11,450,515 11,037,973

Other receivables

7,20,32 1,433,508 1,591,439

Other short-term financial assets

7,20,32 2,222,762 2,254,994

Inventories

8 12,283,644 10,584,646

Current income tax assets

30 18,621 17,168

Assets held for sale

9 329,037 1,190

Other current assets

14,15 1,220,142 1,398,180

Total current assets

33,556,911 31,566,116

Long-term trade accounts and notes receivable, net

6,20 183,061 142,204

Other receivables

7,20 347,401 699,024

Other long-term financial assets

7,20 4,778,271 3,970,845

Investments in associates

10 3,831,659 3,039,261

Investment property, net

11 527,533 521,191

Property, plant and equipment, net

12,15 28,453,184 32,276,379

Intangible assets, net

13 5,244,928 5,662,361

Deferred tax assets

30 855,603 994,684

Other long-term assets

14,15 630,287 393,786

Total non-current assets

44,851,927 47,699,735

Total assets

78,408,838 79,265,851

See accompanying notes to the consolidated financial statements.

F-3


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2011 and 2012

Notes December 31, 2011 December 31, 2012
(in millions of Won)

Liabilities

Trade accounts and notes payable

20,32 4,397,279 4,389,195

Short-term borrowings and current installments of long-term borrowings

15,20 10,791,510 10,509,348

Other payables

16,20,32 1,505,966 1,605,817

Other short-term financial liabilities

16,20,32 305,224 321,828

Current income tax liabilities

30 509,709 559,328

Liabilities related to assets held for sale

9 226,607

Provisions

17 69,432 77,831

Other current liabilities

19,25 1,799,631 2,311,654

Total current liabilities

19,605,358 19,775,001

Long-term trade accounts and notes payable

20 383 2,593

Long-term borrowings,excluding current installments

15,20 16,020,207 14,412,085

Other payables

16,20 169,375 142,412

Other long-term financial liabilities

16,20 181,185 219,223

Defined benefits liabilities

18 340,467 345,688

Deferred tax liabilities

30 1,168,097 1,461,519

Long-term provisions

17 109,343 100,098

Other long-term liabilities

19 84,503 377,814

Total non-current liabilities

18,073,560 17,061,432

Total liabilities

37,678,918 36,836,433

Equity

Share capital

21 482,403 482,403

Capital surplus

21 1,150,452 1,104,814

Reserves

22 405,426 (88,150 )

Treasury shares

23 (2,391,406 ) (2,391,406 )

Retained earnings

38,709,475 40,346,481

Equity attributable to owners of the controlling company

38,356,350 39,454,142

Non-controlling interests

2,373,570 2,975,276

Total equity

40,729,920 42,429,418

Total liabilities and equity

78,408,838 79,265,851

See accompanying notes to the consolidated financial statements.

F-4


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2010, 2011 and 2012

Notes 2010 2011 2012
(in millions of Won, except per share information)

Revenue

24,32,36 47,887,255 68,938,725 63,604,151

Cost of sales

29,32 (39,722,461 ) (59,823,850 ) (56,142,892 )

Gross profit

8,164,794 9,114,875 7,461,259

Selling and administrative expenses

Administrative expenses

26,29 (1,491,942 ) (2,035,053 ) (2,129,463 )

Selling expenses

26,29 (1,120,340 ) (1,612,128 ) (1,678,688 )

(2,612,282 ) (3,647,181 ) (3,808,151 )

Other operating income

27 222,959 306,941 448,120

Other operating expenses

27,29 (341,951 ) (366,533 ) (809,465 )

Operating profit

5,433,520 5,408,102 3,291,763

Share of profit (loss) of equity-accounted investees

10 182,657 50,569 (22,702 )

Finance income

20,28 1,738,804 3,190,419 2,897,063

Finance costs

20,28 (2,087,858 ) (3,866,695 ) (2,797,638 )

Profit before income tax

5,267,123 4,782,395 3,368,486

Income tax expense

30 (1,081,472 ) (1,068,109 ) (982,879 )

Profit for the period

4,185,651 3,714,286 2,385,607

Other comprehensive income (loss)

Capital adjustment arising from investments in equity-method investees

(40,877 ) (11,240 ) (130,836 )

Net changes in the unrealized fair value of available-for-sale investments

20 589,601 (1,231,758 ) (81,471 )

Foreign currency translation differences

183,190 1,666 (363,088 )

Defined benefit plan actuarial losses

(152,125 ) (30,577 ) (62,527 )

Other comprehensive income (loss), net of tax

579,789 (1,271,909 ) (637,922 )

Total comprehensive income for the period

4,765,440 2,442,377 1,747,685

Profit (loss) attributable to:

Owners of the controlling company

4,105,623 3,648,136 2,462,081

Non-controlling interests

80,028 66,150 (76,474 )

Profit for the period

4,185,651 3,714,286 2,385,607

Total comprehensive income (loss) attributable to:

Owners of the controlling company

4,639,672 2,530,437 1,911,506

Non-controlling interests

125,768 (88,060 ) (163,821 )

Total comprehensive income for the period

4,765,440 2,442,377 1,747,685

Basic and diluted earnings per share

31 53,297 47,224 31,874

See accompanying notes to the consolidated financial statements.

F-5


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2010, 2011 and 2012

Attributable to owners of the controlling company Non-controlling
interests
Total
Share
capital
Capital
surplus
Reserves Treasury
shares
Retained
earnings
Sub total
(in millions of Won)

Balance as of January 1, 2010

482,403 1,199,666 833,806 (2,403,263 ) 32,567,352 32,679,964 653,717 33,333,681

Comprehensive income:

Profit for the period

4,105,623 4,105,623 80,028 4,185,651

Net changes in accumulated comprehensive income of investments in associates, net of tax

(37,656 ) (37,656 ) (3,221 ) (40,877 )

Net changes in the unrealized fair value of available-for-sale investments, net of tax

576,950 576,950 12,651 589,601

Foreign currency translation differences, net of tax

136,669 136,669 46,521 183,190

Defined benefit plan actuarial losses, net of tax

(141,914 ) (141,914 ) (10,211 ) (152,125 )

Total comprehensive income

675,963 3,963,709 4,639,672 125,768 4,765,440

Transactions with owners of the controlling company,

Year-end dividends

(500,714 ) (500,714 ) (16,580 ) (517,294 )

Interim dividends

(192,582 ) (192,582 ) (192,582 )

Acquisition of subsidiaries

1,099,349 1,099,349

Changes in ownership interests in subsidiaries

(92,994 ) (92,994 ) 103,193 10,199

Others

(5,111 ) (2,481 ) 49,932 42,340 (3,966 ) 38,374

Total transactions with owners of the controlling company

(98,105 ) (2,481 ) (643,364 ) (743,950 ) 1,181,996 438,046

Balance as of December 31, 2010

482,403 1,101,561 1,507,288 (2,403,263 ) 35,887,697 36,575,686 1,961,481 38,537,167

See accompanying notes to the consolidated financial statements.

F-6


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2010, 2011 and 2012

Attributable to owners of the controlling company Non-controlling
interests
Total
Share
capital
Capital
surplus
Reserves Treasury
shares
Retained
earnings
Sub total
(in millions of Won)

Balance as of January 1, 2011

482,403 1,101,561 1,507,288 (2,403,263 ) 35,887,697 36,575,686 1,961,481 38,537,167

Comprehensive income:

Profit for the period

3,648,136 3,648,136 66,150 3,714,286

Net changes in accumulated comprehensive income of investments in associates, net of tax

(12,276 ) (12,276 ) 1,036 (11,240 )

Net changes in the unrealized fair value of available-for-sale investments, net of tax

(1,227,050 ) (1,227,050 ) (4,708 ) (1,231,758 )

Foreign currency translation differences, net of tax

146,622 146,622 (144,956 ) 1,666

Defined benefit plan actuarial losses, net of tax

(24,995 ) (24,995 ) (5,582 ) (30,577 )

Total comprehensive income

(1,092,704 ) 3,623,141 2,530,437 (88,060 ) 2,442,377

Transactions with owners of the controlling company, recognized directly in equity:

Year-end dividends

(577,747 ) (577,747 ) (16,831 ) (594,578 )

Interim dividends

(193,111 ) (193,111 ) (193,111 )

Acquisition of subsidiaries

247,483 247,483

Changes in ownership interests in subsidiaries

(20,694 ) (20,694 ) 266,643 245,949

Acquisition of treasury shares

(61,296 ) (61,296 ) (61,296 )

Disposal of treasury shares

69,153 73,153 142,306 142,306

Others

432 (9,158 ) (30,505 ) (39,231 ) 2,854 (36,377 )

Total transactions with owners of the controlling company

48,891 (9,158 ) 11,857 (801,363 ) (749,773 ) 500,149 (249,624 )

Balance as of December 31, 2011

482,403 1,150,452 405,426 (2,391,406 ) 38,709,475 38,356,350 2,373,570 40,729,920

See accompanying notes to the consolidated financial statements.

F-7


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2010, 2011 and 2012

Attributable to owners of the controlling company Total
Share
capital
Capital
surplus
Reserves Treasury
shares
Retained
earnings
Sub total Non-controlling
interests
(in millions of Won)

Balance as of January 1, 2012

482,403 1,150,452 405,426 (2,391,406 ) 38,709,475 38,356,350 2,373,570 40,729,920

Comprehensive income:

Profit for the period

2,462,081 2,462,081 (76,474 ) 2,385,607

Net changes in accumulated comprehensive income of investments in associates, net of tax

(112,974 ) (112,974 ) (17,862 ) (130,836 )

Net changes in the unrealized fair value of available-for-sale investments, net of tax

(86,661 ) (86,661 ) 5,190 (81,471 )

Foreign currency translation differences, net of tax

(292,015 ) (292,015 ) (71,073 ) (363,088 )

Defined benefit plan actuarial losses, net of tax

(58,925 ) (58,925 ) (3,602 ) (62,527 )

Total comprehensive income

(491,650 ) 2,403,156 1,911,506 (163,821 ) 1,747,685

Transactions with owners of the controlling company, recognized directly in equity:

Year-end dividends

(579,333 ) (579,333 ) (19,751 ) (599,084 )

Interim dividends

(154,489 ) (154,489 ) (154,489 )

Acquisition of subsidiaries

35,870 35,870

Changes in ownership interests in subsidiaries

(41,924 ) (41,924 ) 715,148 673,224

Others

(3,714 ) (1,926 ) (32,328 ) (37,968 ) 34,260 (3,708 )

Total transactions with owners of the controlling company

(45,638 ) (1,926 ) (766,150 ) (813,714 ) 765,527 (48,187 )

Balance as of December 31, 2012

482,403 1,104,814 (88,150 ) (2,391,406 ) 40,346,481 39,454,142 2,975,276 42,429,418

See accompanying notes to the consolidated financial statements.

F-8


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2010, 2011 and 2012

Note 2010 2011 2012
(in millions of Won)

Cash flows from operating activities

Profit for the period

4,185,651 3,714,286 2,385,607

Adjustments for:

Depreciation

2,960,550 2,133,010 2,405,769

Amortization

75,344 133,289 157,991

Impairment loss of property, plant and equipment and others

128,083 99,072 72,259

Finance income

(879,110 ) (1,734,280 ) (1,553,200 )

Finance costs

1,278,630 2,245,957 1,605,414

Income tax expense

1,081,472 1,068,109 982,879

Gain on disposal of property, plant, and equipment

(26,366 ) (13,812 ) (42,290 )

Loss on disposal of property, plant, and equipment

83,494 60,550 65,486

Share of profit (loss) of equity-accounted investees

(182,657 ) (50,569 ) 22,702

Costs for defined benefit plans

173,971 236,999 226,132

Bad debt expenses

60,266 45,477 123,373

Impairment loss of assets held for sale

258,451

Gain on disposal of assets held for sale

(193,333 )

Others, net

(135,763 ) 40,564 37,469

4,617,914 4,264,366 4,169,102

Changes in operating assets and liabilities

34 (4,453,470 ) (4,850,747 ) 1,933,358

Interest received

322,659 218,682 238,231

Interest paid

(480,020 ) (745,111 ) (874,711 )

Dividends received

141,017 308,692 178,317

Income taxes paid

(751,746 ) (1,218,602 ) (710,448 )

Net cash provided by operating activities

3,582,005 1,691,566 7,319,456

Cash flows from investing activities

Proceeds from disposal of short-term financial instruments

17,576,747 5,794,770 3,847,682

Collection of loans

25,946 896,656 318,745

Proceeds from disposal of available-for-sale investments

258,945 411,061 700,686

Proceeds from disposal of other investment assets

27,257 19,566

Proceeds from disposal of property, plant and equipment

165,794 140,221 272,948

Proceeds from disposal of intangible assets

4,964 55,899 10,945

Proceeds from disposal of investments of equity-accounted investees

19,394 2,404 18,428

Proceeds from disposal of assets held for sale

1,268,545

Acquisition of short-term financial instruments

(14,546,301 ) (4,556,340 ) (3,616,118 )

Issuance of loans

(82,079 ) (962,099 ) (434,156 )

Acquisition of available-for-sale investments

(561,030 ) (322,046 ) (307,712 )

Acquisition of other investment assets

(310,154 ) (450 ) (128 )

Acquisition of investments of equity-accounted investees

(914,491 ) (740,971 ) (492,681 )

Acquisition of property, plant and equipment

(5,791,764 ) (5,330,968 ) (7,054,543 )

Acquisition of intangible assets

(246,466 ) (574,753 ) (448,214 )

Payment for acquisition of business, net of cash acquired

(3,079,899 ) (437,464 ) (98,880 )

Cash received from disposal of business

6,747 13,041

Other, net

531,569 107,214 (187,157 )

Net cash used in investing activities

(6,914,821 ) (5,516,866 ) (6,169,003 )

See accompanying notes to the consolidated financial statements.

F-9


Table of Contents

POSCO and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2010, 2011 and 2012

Note 2010 2011 2012
(in millions of Won)

Cash flows from financing activities

Proceeds from borrowings

4,367,193 7,068,322 3,007,017

Proceeds from disposal of treasury shares

6,811 164,384

Proceeds from (repayment of) short-term borrowings, net

1,200,955 51,808 (1,412,138 )

Repayment of borrowings

(882,477 ) (1,746,487 ) (1,884,140 )

Acquisition of treasury shares

(61,296 )

Payment of cash dividends

(693,296 ) (770,858 ) (751,908 )

Other, net

588,575 194,012 133,542

Net cash provided by (used in) financing activities

4,587,761 4,899,885 (907,627 )

Effect of exchange rate fluctuation on cash held

(6,959 ) 3,052 (160,982 )

Net increase in cash and cash equivalents

1,247,986 1,077,637 81,844

Cash and cash equivalents at beginning of the period

2,273,059 3,521,045 4,598,682

Cash and cash equivalents at end of the period

3,521,045 4,598,682 4,680,526

See accompanying notes to the consolidated financial statements.

F-10


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2012

1. General Information

General information about POSCO, its 51 domestic subsidiaries including POSCO Engineering & Construction Co., Ltd., 166 foreign subsidiaries including POSCO America Corporation and its 94 associates (collectively, “the Company”) are as follows:

(a) The controlling company

POSCO, the controlling company, was incorporated on April 1, 1968, under the Commercial Code of the Republic of Korea to manufacture and sell steel rolled products and plates in the domestic and foreign markets.

The shares of POSCO have been listed on the Korea Exchange since 1988. POSCO owns and operates two steel plants (Pohang and Gwangyang) and one office in Korea and it also operates internationally through nine of its overseas liaison offices.

As of December 31, 2011 and 2012, POSCO’s shareholders are as follows:

2011 2012

Shareholder’s name

Number of shares Ownership (%) Number of shares Ownership (%)

National Pension Service

5,937,323 6.81 % 5,225,654 5.99 %

Nippon Steel & Sumitomo Metal Corporation (*1)

4,394,712 5.04 % 4,394,712 5.04 %

SK Telecom Co., Ltd.

2,481,310 2.85 %

KB Financial Group Inc. and subsidiaries

1,919,773 2.20 %

Pohang University of Science and Technology

1,905,000 2.18 % 1,905,000 2.18 %

Shinhan Financial Group Inc. and subsidiaries

1,870,879 2.15 % 1,845,054 2.12 %

Others

70,597,611 80.97 % 71,896,642 82.47 %

87,186,835 100.00 % 87,186,835 100.00 %

(*1) Nippon Steel & Sumitomo Metal Corporation owns American Depository Receipts (ADRs) of POSCO, each of which represents 0.25 share of POSCO’s common share which has par value of 5,000 per share.

As of December 31, 2012, the shares of POSCO are listed on the Korea Exchange, while its depository shares are listed on the New York, Tokyo and London Stock Exchanges.

F-11


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) Consolidated subsidiaries

Details of consolidated subsidiaries as of December 31, 2011 and 2012 are as follows:

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

[Domestic]

POSCO E&C Co., Ltd.

Engineering and construction 89.53 89.53 89.53 89.53 Pohang

POSCO P&S Co., Ltd.

Steel sales and service 95.31 95.31 95.31 95.31 Seoul

POSCO Coated & Color Steel Co., Ltd.

Coated steel manufacturing 56.87 56.87 56.87 56.87 Pohang

POSCO Plant Engineering Co., Ltd.

Steel work maintenance and machinery installation 100.00 100.00 100.00 100.00 Pohang

POSCO ICT Co., Ltd.

Computer hardware and software distribution 72.54 72.54 72.54 72.54 Seongnam

POSCO Research Institute

Economic research and consulting 100.00 100.00 100.00 100.00 Seoul

Seoung Gwang Co., Ltd.

Athletic facilities operation 69.38 30.62 100.00 69.38 30.62 100.00 Suncheon

POSCO Architects & Consultants Co., Ltd.

Architecture and consulting 100.00 100.00 100.00 100.00 Seoul

POSCO Specialty Steel Co., Ltd.

Steel manufacturing and sales 100.00 100.00 94.74 94.74 Changwon

POSTECH Venture Capital Corp.

Investment in venture companies 95.00 95.00 95.00 95.00 Pohang

eNtoB Co., Ltd.

Electronic commerce 32.19 30.20 62.39 32.19 30.20 62.39 Seoul

POSCO Chemtec Company Ltd. (formerly, POSCO Refractories & Environment Co., Ltd.)

Manufacturing and sellings 60.00 60.00 60.00 60.00 Pohang

POSCO Terminal Co., Ltd.

Transporting and warehousing 51.00 51.00 51.00 51.00 Gwangyang

POSCO M-TECH Co.,
Ltd. (*1)

Packing materials manufacturing 48.85 48.85 48.85 48.85 Pohang

POSCO ENERGY Co., Ltd.

Generation of electricity 100.00 100.00 89.02 89.02 Seoul

Postech 2006 Energy
Fund (*2)

Investment in new technologies 22.11 22.11 22.11 22.11 Seoul

PHP Co., Ltd.

Rental houses construction and management 100.00 100.00 Incheon

POSCO TMC Co., Ltd.

Component manufacturing 34.20 33.56 67.76 34.20 33.56 67.76 Cheonan

PNR Co., Ltd.

Steel manufacturing and sales 70.00 70.00 70.00 70.00 Pohang

Megaasset Co., Ltd.

Real estate rental and sales 100.00 100.00 100.00 100.00 Cheonan

POSCO Engineering Company

Construction and engineering service 94.14 94.14 95.56 95.56 Seongnam

Pohang Fuel Cell Co. Ltd.

Generation of electricity 100.00 100.00 Pohang

Pohang SPFC Co., Ltd.

Steel manufacturing 90.00 90.00 90.00 90.00 Pohang

POSWITH Co., Ltd.

Industrial clean service 100.00 100.00 100.00 100.00 Pohang

BASYS INDUSTRY Co., Ltd.

Panel board, electric and control panel manufacturing 65.00 65.00 Seongnam

POSTECH BD Newundertaking fund

Bio diesel industries 100.00 100.00 Pohang

POSBRO Co., Ltd.

Video game manufacturing 97.79 97.79 Seongnam

POSCO AST Co., Ltd.

Steel manufacturing and Sales 100.00 100.00 100.00 100.00 Ansan

DaiMyung TMS Co., Ltd.

Cold- rolling of stainless steel and nickel alloy 100.00 100.00 Siheung

F-12


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

POS-HiMETAL Co., Ltd.

Steel manufacturing and Sales 65.00 65.00 65.00 65.00 Gwangyang

POSCO E&E Co., Ltd.

Handling & disposal of waste matter 100.00 100.00 100.00 100.00 Seoul

POMIC Co., Ltd.

Education services 100.00 100.00 Pohang

POSFINE Co., Ltd.

Non metallic minerals manufacturing 69.23 69.23 69.23 69.23 Gwangyang

POS ECO HOUSING Co., Ltd.

Construction 85.25 85.25 85.25 85.25 Pohang

Mapo high broad parking Co., Ltd.

Construction 71.00 71.00 71.00 71.00 Seoul

Dakos Co., Ltd.

Railway equipment manufacturing 81.00 81.00 81.00 81.00 Seongnam

Kwang Yang SPFC Co., Ltd.

Steel manufacturing 65.84 65.84 65.84 65.84 Gwangyang

POSCALCIUM Company, Ltd.

Non metallic minerals manufacturing 70.00 70.00 86.87 86.87 Pohang

Plant Engineering service Technology Co., Ltd.

Engineering service 100.00 100.00 100.00 100.00 Pohang

9Digit Co., Ltd.

Steel manufacturing 86.49 86.49 86.48 86.48 Incheon

Postech Early Stage
Fund (*2)

Financial investment 10.00 10.00 10.00 10.00 Pohang

Busan E&E Co., Ltd.

Handling & disposal of waste matter 70.00 70.00 70.00 70.00 Busan

POSCO Family Strategy Funds

Financial investment 69.93 30.07 100.00 60.79 39.21 100.00 Pohang

POREKA Co., Ltd.

Advertising agency 100.00 100.00 100.00 100.00 Seoul

Songdo SE Co., Ltd.

Cleaning service 100.00 100.00 Incheon

Daewoo International Corporation

Trading, Energy & Resource development 66.56 66.56 60.31 60.31 Seoul

POSCOLED Co., Ltd.

LED lightning 16.70 63.33 80.03 16.70 63.30 80.00 Seongnam

Gunsan SPFC Co., Ltd.

Steel manufacturing 70.09 70.09 70.09 70.09 Gunsan

POSCO NST Co., Ltd.

Steel manufacturing 100.00 100.00 Busan

Pohang Scrap Recycling Center Co., Ltd.

Steel manufacturing 51.00 51.00 51.00 51.00 Pohang

PSC energy global Co., Ltd.

Business service 100.00 100.00 100.00 100.00 Pohang

Suncheon Ecotrans Co., Ltd.

Train manufacturing & management 100.00 100.00 100.00 100.00 Suncheon

Shinan Energy Co., Ltd.

Manufacturing & management 100.00 100.00 Mokpo

Reco Metal Co., Ltd.

Steel manufacturing 88.58 88.58 100.00 100.00 Hwasung

NewAltec Co., Ltd.

Aluminum products manufacturing and sales 60.10 60.10 60.10 60.10 Incheon

PONUTech Co., Ltd.

Nuclear power generation design and repair service 100.00 100.00 100.00 100.00 Ulsan

BLUE O&M Co., Ltd

Service 100.00 100.00 100.00 100.00 Ulsan

Tamra Offshore Wind Power Co., Ltd

Cogeneration plant operation 64.00 64.00 Jeju

POS-HiAL

Aluminum products manufacturing and sales 65.30 65.30 Youngam

MCM Korea

Iron ore sales & mine development 100.00 100.00 Seoul

Tancheon E&E

Sewage heat energy supply 5.00 95.00 100.00 Seoul

[Foreign]

POSCO America Corporation

Steel trading 99.45 0.55 100.00 99.45 0.55 100.00 USA

POSCO Australia Pty. Ltd.

Iron ore sales & mine development 100.00 100.00 100.00 100.00 Australia

POSCO Canada Ltd.

Coal sales 100.00 100.00 100.00 100.00 Canada

POSCAN Elkveiw Coal Ltd.

Coal sales 100.00 100.00 100.00 100.00 Canada

F-13


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

POSCO Asia Co., Ltd.

Steel transit trading 100.00 100.00 100.00 100.00 Hong Kong

Dalian POSCO Steel Co., Ltd

Steel manufacturing 30.00 55.00 85.00 30.00 55.00 85.00 China

POSCO-CTPC Co., Ltd.

Steel manufacturing 56.60 43.40 100.00 56.60 43.40 100.00 China

POSCO-JKPC Co., Ltd.

Steel manufacturing 95.00 95.00 95.00 95.00 Japan

International Business Center Corporation

Leasing Service 60.00 60.00 60.00 60.00 Vietnam

POSCO E&C Vietnam Co., Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 Vietnam

Zhangjiagang Pohang Stainless Steel Co., Ltd.

Stainless steel manufacturing 58.60 23.88 82.48 58.60 23.88 82.48 China

Guangdong Pohang Coated Steel Co., Ltd.

Plating steel sheet manufacturing 84.52 10.01 94.53 87.04 10.04 97.08 China

POSCO (Thailand) Company Ltd.

Steel manufacturing 85.62 14.38 100.00 85.62 14.38 100.00 Thailand

Myanmar POSCO Steel Co., Ltd

Zinc relief manufacturing 70.00 70.00 70.00 70.00 Myanmar

POSCO-JOPC Co., Ltd.

Steel manufacturing 56.84 56.84 56.84 56.84 Japan

POSCO Investment Co., Ltd.

Financial Service 99.99 99.99 100.00 100.00 Hong Kong

POSCO-MKPC SDN BHD.

Steel manufacturing 44.69 25.31 70.00 44.69 25.31 70.00 Malaysia

Qingdao Pohang Stainless Steel Co., Ltd.

Stainless steel manufacturing 70.00 30.00 100.00 70.00 30.00 100.00 China

POSCO (Suzhou) Automotive Processing Center Co., Ltd.

Steel manufacturing 90.00 10.00 100.00 90.00 10.00 100.00 China

POSCO BioVentures L.P.

Bio tech Industry 100.00 100.00 100.00 100.00 USA

PT. POSNESIA

Steel manufacturing 70.00 70.00 70.00 70.00 Indonesia

POSCO E&C — Hawaii Inc.

Real estate Industry 100.00 100.00 100.00 100.00 USA

POS-Qingdao Coil Center Co., Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 China

POS-Ore Pty. Ltd.

Iron ore sales & mine development 100.00 100.00 100.00 100.00 Australia

POSCO-China Holding Corp.

A holding company 100.00 100.00 100.00 100.00 China

POSCO-Japan Co., Ltd.

Steel trading 100.00 100.00 100.00 100.00 Japan

POS-CD Pty. Ltd.

Coal sales 100.00 100.00 100.00 100.00 Australia

POS-GC Pty. Ltd.

Coal sales 100.00 100.00 100.00 100.00 Australia

POSCO-India Private Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 India

POSCO-India Pune Steel Processing Centre Pvt. Ltd.

Steel manufacturing 65.00 65.00 65.00 65.00 India

POSCO-JEPC Co., Ltd. (formerly, POSCO-JNPC Co., Ltd.)

Steel manufacturing 90.00 90.00 88.02 88.02 Japan

POSCO-Foshan Steel Processing Center Co., Ltd.

Steel manufacturing 39.60 60.40 100.00 39.60 60.40 100.00 China

POSCO E&C (China) Co., Ltd.

Construction and civil engineering 100.00 100.00 100.00 100.00 China

POSCO MPC S.A. de C.V.

Steel manufacturing 90.00 90.00 95.00 95.00 Mexico

Zhangjigang Pohang Port Co., Ltd.

Load and unload industry 100.00 100.00 100.00 100.00 China

Qingdao Pujin Steel Material Co., Ltd

Steel manufacturing 100.00 100.00 100.00 100.00 China

POSCO-Vietnam Co., Ltd.

Steel manufacturing 85.00 85.00 85.00 85.00 Vietnam

POSCO-Mexico Co., Ltd.

Mobile steel sheet manufacturing 80.68 19.32 100.00 84.84 15.16 100.00 Mexico

POSCO-India Delhi Steel Processing Centre Pvt. Ltd

Steel manufacturing 76.40 76.40 66.40 10.00 76.40 India

POSCO-Poland Wroclaw Steel Processing Center Co., Ltd

Steel manufacturing 60.00 60.00 60.00 60.00 Poland

POS-NP Pty. Ltd.

Coal sales 100.00 100.00 100.00 100.00 Australia

F-14


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

POSCO-Vietnam Processing Center Co., Ltd.

Steel manufacturing 89.58 89.58 91.63 91.63 Vietnam

POSCO (Chongqing) Automotive Processing Center Co, Ltd.

Steel manufacturing 90.00 10.00 100.00 90.00 10.00 100.00 China

Suzhou POS-CORE Technology Co., Ltd.

Component manufacturing 100.00 100.00 100.00 100.00 China

POSCO-JYPC Co., Ltd.

Steel manufacturing 82.37 82.37 Japan

POSCO-Malaysia SDN. BHD.

Steel manufacturing 80.07 13.34 93.41 80.07 13.34 93.41 Malaysia

POS-Minerals Corporation

Mine development & sales 100.00 100.00 100.00 100.00 USA

POSCO (Wuhu) Automotive Processing Center Co., Ltd.

Steel manufacturing 68.57 31.43 100.00 68.57 31.43 100.00 China

POSCO E&C India Private Ltd.

Construction and engineering 100.00 100.00 100.00 100.00 India

POSCO E&C SMART

Construction and engineering 100.00 100.00 100.00 100.00 Mexico

POSCO-Philippine Manila Processing Center Inc.

Steel manufacturing 100.00 100.00 100.00 100.00 Philippines

POS-GSFC LLC

Steel manufacturing 48.98 48.98 81.93 81.93 UAE

Dalian POSCON Dongbang Automatic Co., Ltd.

Electronical control equipment manufacturing 70.00 70.00 100.00 100.00 China

SANPU TRADING CO.,LTD.

Transit trade 70.04 70.04 70.00 70.00 China

Zhangjiagang BLZ Pohang International Trading Co., Ltd.

Steel transit trading 100.00 100.00 100.00 100.00 China

POSCO Mexico Human Tech.

Service 80.00 20.00 100.00 80.00 20.00 100.00 Mexico

POSCO Mexico East Steel Distribution Center Co., Ltd

Steel product sales 56.81 56.81 56.80 56.80 Mexico

POSCO ICT-China

IT service and DVR business 100.00 100.00 100.00 100.00 China

DWEMEX S.A.DE C.V.

Construction 99.00 99.00 99.00 99.00 Mexico

POS MPC Servicios de C.V.

Steel manufacturing 61.00 61.00 61.00 61.00 Mexico

POSCO-URUGUAY S.A.

Lumber manufacturing & sales 98.00 98.00 98.00 98.00 Uruguay

POSCO South East Asia Pte. Ltd.

Steel transit trading 51.00 51.00 67.54 67.54 Singapore

Europe Steel Distribution Center

Steel product sales 50.00 20.00 70.00 50.00 20.00 70.00 Slovenia

VECTUS Ltd.

PRT test track construction 99.57 99.57 99.57 99.57 England

Zeus (Cayman)

Service 100.00 100.00 100.00 100.00 Cayman

Islands

POSCO VST Co., Ltd.

Stainless steel manufacturing 95.65 95.65 95.65 95.65 Vietnam

POSCO Maharashtra Steel Pvt. Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 India

POSCO India Chennai Steel Processing Centre Pvt. Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 India

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Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

POSCO Turkey Nilufer Processing Center Co., Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 Turkey

POSCO Vietnam Ha Noi Processing Center Co., Ltd.

Steel manufacturing 70.00 70.00 70.00 70.00 Vietnam

POSCO (Liaoning) Automotive Processing Center Co., Ltd.

Steel manufacturing 90.00 10.00 100.00 90.00 10.00 100.00 China

POSCO-Indonesia Jakarta Processing Center

Steel manufacturing 65.00 20.00 85.00 65.00 20.00 85.00 Indonesia

POSCO E&C Venezuela C.A

Construction and engineering 100.00 100.00 100.00 100.00 Venezuela

PT. MRI

mine development 65.00 65.00 65.00 65.00 Indonesia

POSCORE-INDIA

Steel manufacturing 100.00 100.00 100.00 100.00 India

POSCO America Alabama Processing Center Co., Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 USA

PT DEC Indonesia

Construction 95.00 95.00 95.00 95.00 Indonesia

POSCO (Yantai) Automotive Processing Center Co.,Ltd.

Steel manufacturing 90.00 10.00 100.00 90.00 10.00 100.00 China

POSCO India Steel Distribution Center Private Ltd.

Steel Logistics 100.00 100.00 100.00 100.00 India

POSCO China Dalian Plate Processing Center Co., Ltd.

Steel manufacturing 80.00 10.00 90.00 80.00 10.00 90.00 China

POSCO-South Asia Co., Ltd.

Steel product sales 100.00 100.00 100.00 100.00 Thailand

POSCO SS-VINA Co., LTD

Steel manufacturing 100.00 100.00 100.00 100.00 Vietnam

POSCO-NCR Coal Ltd.

Coal sales 100.00 100.00 100.00 100.00 Canada

POSCO WA Pty. Ltd.

Iron ore sales & mine development 100.00 100.00 100.00 100.00 Australia

POSCO E&C — UZ

Construction 100.00 100.00 100.00 100.00 Uzbekistan

POSCO Australia GP Limited

Resource development 100.00 100.00 100.00 100.00 Australia

Daewoo International America Corp.

Trading business 100.00 100.00 100.00 100.00 USA

Daewoo International Deutschland GmbH

Trading business 100.00 100.00 100.00 100.00 Germany

Daewoo International Japan Corp.

Trading business 100.00 100.00 100.00 100.00 Japan

Daewoo International Singapore Pte. Ltd.

Trading business 100.00 100.00 100.00 100.00 Singapore

Daewoo Italia S.r.l.

Trading business 100.00 100.00 100.00 100.00 Italia

Daewoo Cement (Shandong) Co., Ltd.

Cement manufacturing 100.00 100.00 China

Daewoo (China) Co., Ltd.

Trading business 100.00 100.00 100.00 100.00 China

PT. RISMAR Daewoo Apparel

Clothing business 100.00 100.00 Indonesia

Daewoo Textile Fergana LLC

Textile manufacturing 100.00 100.00 100.00 100.00 Uzbekistan

Daewoo Textile Bukhara LLC

Textile manufacturing 100.00 100.00 100.00 100.00 Uzbekistan

Daewoo International Australia Holdings Pty. Ltd.

Resource development 100.00 100.00 100.00 100.00 Australia

Daewoo Paper Manufacturing Co., Ltd.

Paper industry 66.70 66.70 66.70 66.70 China

Tianjin Daewoo. Paper Co., Ltd

Paper industry 68.00 68.00 68.30 68.30 China

POSCO Mauritius Ltd.

Mine development & sales 100.00 100.00 100.00 100.00 Mauritius

PT. KRAKATAU POSCO

Steel manufacturing 70.00 70.00 70.00 70.00 Indonesia

MYANMAR Daewoo LTD.

Trading business 100.00 100.00 100.00 100.00 Myanmar

Daewoo International MEXICO S.A. de C.V.

Trading business 100.00 100.00 100.00 100.00 Mexico

F-16


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

Daewoo International Guangzhou Corp.

Trading business 100.00 100.00 100.00 100.00 China

Daewoo Energy Central Asia

Resource development 100.00 100.00 Uzbekistan

Daewoo STC (& Apparel) Vietnam Ltd.

Textile manufacturing 100.00 100.00 100.00 100.00 Vietnam

MYANMAR Daewoo International Ltd.

Textile manufacturing 55.00 55.00 Myanmar

DAYTEK ELECTRONICS CORP.

Trading business 100.00 100.00 Canada

Daewoo (M) SDN. BHD.

Trading business 100.00 100.00 100.00 100.00 Malaysia

Daewoo CANADA LTD.

Trading business 100.00 100.00 100.00 100.00 Canada

Daewoo EL SALVADOR S.A. DE C.V.

Trading business 88.00 88.00 88.00 88.00 El Salvador

GEZIRA TANNERY CO., LTD.

Leather manufacturing 60.00 60.00 60.00 60.00 Sudan

POSCO (Zhangjiagang) Stainless Steel Processing Center Co., Ltd.

Steel manufacturing 100.00 100.00 100.00 100.00 China

Daewoo International Corporation (M) SDN BHD

Trading business 100.00 100.00 100.00 100.00 Malaysia

Daewoo International SHANGHAI CO., LTD.

Trading business 100.00 100.00 100.00 100.00 China

PGSF, LLC

Bio tech industry 100.00 100.00 100.00 100.00 USA

Xenesys Inc.

Power generation equipment manufacturing 29.58 21.36 50.94 29.58 21.35 50.93 Japan

Daewoo International INDIA Private Ltd.

Trading business 100.00 100.00 100.00 100.00 India

TECHREN Solar, LLC

Electrical industry 99.97 99.97 99.92 99.92 USA

PT. POSCO E&C Indonesia

Construction 100.00 100.00 100.00 100.00 Indonesia

Hume Coal Pty. Ltd.

Raw material manufacturing 70.00 70.00 70.00 70.00 Australia

Daewoo HANDELS GmbH

Trading business 100.00 100.00 100.00 100.00 Germany

POSCO Foundation

Non-profit charitable organization 100.00 100.00 100.00 100.00 India

EPC EQUITIES LLP

Construction 70.00 70.00 70.00 70.00 England

SANTOS CMI Construction Trading LLP

Construction 99.90 99.90 99.90 99.90 England

SANTOS CMI INC. USA

Construction 100.00 100.00 100.00 100.00 USA

SANTOS CMI ENGENHARIA E CONSTRUCOES LTDA

Construction 99.98 99.98 99.98 99.98 Brazil

SANTOS CMI PERU S.A.

Construction 99.99 99.99 99.99 99.99 Peru

SANTOS CMI COSTA RICA S.A.

Construction 100.00 100.00 100.00 100.00 Coasta Rica

SANTOS CMI CONSTRUCCIONES S.A. (URUGUAY)

Construction 100.00 100.00 100.00 100.00 Uruguay

GENTECH International INC.

Construction 90.00 90.00 90.00 90.00 Panama

EPC INVESTMENTS C.V.

Construction 99.99 99.99 99.99 99.99 Netherlands

INGENIERiA Y CONSTRUCCION HOLAND CO S.A.

Construction 99.90 99.90 99.90 99.90 Ecuador

ASESORiA Y SERVICIOS EPC S.A CHILE

Construction 99.00 99.00 99.00 99.00 Chile

SANTOS CMI S.A.

Construction 70.00 70.00 70.00 70.00 Ecuador

SANTOS CMI CONSTRUCCIONES DE CHILE S.A.

Construction 99.00 99.00 99.00 99.00 Chile

S&K -SANTOS CMI S.A. DE C.V. (MEXICO)

Construction 99.00 99.00 99.00 99.00 Mexico

F-17


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

COMPANIA DE AUTOMATIZACION & CONTROL, GENESYS S.A.

Construction 90.00 90.00 90.00 90.00 Ecuador

VAUTIDAMERICAS S.A.

Construction 51.00 51.00 51.00 51.00 Ecuador

SANTOS CMI Constructions Argentina S.A.

Construction 95.00 95.00 95.00 95.00 Argentina

POSCO E&C Brazil Ltd.

Construction 100.00 100.00 100.00 100.00 Brazil

POSCO Electrical Steel India Private Limited

Electrical steel manufacturing 100.00 100.00 100.00 100.00 India

Daewoo International Cameroon PLC

Resource development 100.00 100.00 100.00 100.00 Cameroon

POSCO ASSAN TST STEEL Industry

Resource development 60.00 10.00 70.00 60.00 10.00 70.00 Turkey

HONG KONG POSCO E&C (CHINA) Investment Co., Ltd.

Investment 100.00 100.00 100.00 100.00 Hong Kong

POSCO Klappan Coal Ltd.

Coal sales 100.00 100.00 100.00 100.00 Canada

DAESAN (Cambodia) Co., Ltd.

Investment 100.00 100.00 100.00 100.00 Cambodia

Brazil Sao Paulo Steel Processing Center Co., Ltd

Steel manufacturing 76.00 76.00 76.00 76.00 Brazil

POSCO(Dalian) IT Center Development Co., Ltd.

Investment 100.00 100.00 100.00 100.00 China

PT.POSCO Resources Indonesia

Mine development 100.00 100.00 100.00 100.00 Indonesia

PT. POSCO ICT Indonesia

IT service and electric control engineering 100.00 100.00 66.99 66.99 Indonesia

PT. POSCO M-Tech Indonesia

Steel manufacturing 100.00 100.00 60.00 60.00 Indonesia

PT. KRAKATAU POSCOPOWER

Manufacturing & management 70.00 70.00 90.00 90.00 Indonesia

POSCO RUS LLC.

Trading business 90.00 10.00 100.00 90.00 10.00 100.00 Russia

POSCO-Thainox Public Company Limited.

Steel manufacturing 94.93 94.93 84.93 84.93 Thailand

Daewoo International Shanghai Waigaoqiao Co., Ltd.

Merchandising trade 100.00 100.00 100.00 100.00 China

PT. Bio Inti Agrindo

Forest resources development 85.00 85.00 85.00 85.00 Indonesia

POSCO E&C Australia Pty Ltd.

Iron ore sales 100.00 100.00 100.00 100.00 Australia

POSCO-TISCO (Jilin) Processing Center Co., Ltd.

Steel manufacturing 73.53 14.71 88.24 50.00 10.00 60.00 China

Hunchun POSCO Logistics Co., Ltd.

Logistics 80.00 80.00 78.15 78.15 China

USA SRDC Corporation

Scrap sale 100.00 100.00 100.00 100.00 USA

Daewoo International Vietnam Co., Ltd.

Trading business 100.00 100.00 100.00 100.00 Vietnam

PT. Krakatau POSCO Chemtech Calcination

Manufacturing and selling 80.00 80.00 Indonesia

POSCO-Africa

Trading business 100.00 100.00 South Africa

E.P.C. INGENIERIA & SERVICIOS DE COSTA RICA S. A.

Construction and engineering service 100.00 100.00 Costa Rica

POSCO ICT BRASIL PARTICIPACOES

IT service and engineering 100.00 100.00 Brazil

LA-SCRAP RECYCLING DISTRIBUTION CENTER, LLC.

Scrap manufacturing 68.41 68.41 USA

EEC, GmbH

Construction and engineering service Germany

Posco Center Beijing

Real estate development, rental and management 99.00 99.00 China

F-18


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%)
2011 2012

Principal operations

POSCO Subsidiaries Total POSCO Subsidiaries Total Region

POSCO AMERICA COMERCIALIZADORA S DE RL DE C.V.

Steel sale 100.00 100.00 Mexico

POSCO AMERICA PRODUCTOS, OFERTAS, SISTEMAS Y COMERCIALIZADORA ORIENTAL S DE RL DE C.V.

Human-resource service 100.00 100.00 Mexico

Guangdong Pohang Car Steel Co., Ltd.

Steel manufacturing and selling 83.64 10.00 93.64 China

POSCO Mexico Aguascalientes Processing Center Co., Ltd.

Steel manufacturing and selling 80.00 20.00 100.00 Mexico

(*1) Included as a subsidiary from 2011 as the Company has the power over more than half of the voting rights by virtue of an agreement with Postech, which has a 4.72% ownership interest.

(*2) These subsidiaries are included in the consolidated financial statements as the controlling company has control over them in consideration of the board of directors’ composition and others.

The amount recognized in equity as a result of changes in the Company’s ownership interests in subsidiaries that did not result in a loss of control (2010: POSCO ICT Co., Ltd., POSCO-Malaysia SDN. BHD., POSCO E&C Vietnam Co., Ltd., etc., 2011 : POSCO ENGINEERING CO., LTD, Guangdong Pohang Coated Steel Co., Ltd., POSCO VST Co., Ltd., etc.; 2012 : POSCO Specialty Steel Co., Ltd., POSCO ENERGY Co., Ltd., POSCO-Thainox Public Company Limited , etc.) were 92,994 million, 20,694 million and 41,924 million for the years ended December 31, 2010, 2011 and 2012, respectively.

Cash flows from increase in non-controlling interest, net for the years ended December 31, 2010, 2011 and 2012 amounted to 19,988 million, 155,785 million and 375,850 million, respectively.

Cash dividends paid to POSCO by subsidiaries for the years ended December 31, 2010, 2011 and 2012 amounted to 47,302 million, 45,675 million and 22,581 million, respectively.

As of December 31, 2012, there are no restrictions on the ability of subsidiaries to transfer funds to the controlling company, such as in the form of cash dividends, repayment of loans or payment of advances.

F-19


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) Summarized financial information of subsidiaries as of December 31, 2010, 2011 and 2012 are as follows:

1) December 31, 2010

Company

Sales Net income (loss)
(in millions of Won)

[Domestic]

POSCO E&C Co., Ltd.

6,248,379 174,483

POSCO P&S Co., Ltd.

2,062,495 4,311

POSCO Coated & Color Steel Co., Ltd.

1,001,774 6,409

POSCO Plant Engineering Co., Ltd.

439,529 11,986

POSCO ICT Co., Ltd.

839,802 17,929

POSCO Research Institute

23,207 319

Seoung Gwang Co., Ltd.

15,567 2,601

POSCO Architects & Consultants Co., Ltd.

128,118 4,431

POSCO Specialty Steel Co., Ltd.

1,543,122 101,901

POSTECH Venture Capital Corp.

274

eNtoB Co., Ltd.

603,684 2,516

POSCO Chemtec Company Ltd.

756,053 57,191

POSCO Terminal Co., Ltd.

78,478 14,475

POSCO ENERGY Co., Ltd.

827,534 (35,641 )

Postech 2006 Energy Fund

(964 )

PHP Co., Ltd.

2,091 (583 )

POSCO TMC Co., Ltd.

189,686 6,138

PNR Co., Ltd.

27,281 (17,813 )

Megaasset Co., Ltd.

100,865 4,559

POSCO Engineering Company

774,791 45,099

Pohang Fuel Cell Co. Ltd.

4,049 (276 )

Pohang SPFC Co., Ltd.

28,933 (32 )

POSWITH Co., Ltd.

12,317 442

BASYS INDUSTRY Co., Ltd.

990 72

POSTECH BD Newundertaking fund

(1 )

POSBRO Co., Ltd.

(78 )

POSCO AST Co., Ltd.

330,425 7,285

DaiMyung TMS Co., Ltd.

15,985 (3,059 )

POS-HiMETAL Co., Ltd.

(5,771 )

POSCO E&E Co., Ltd.

405

POMIC Co., Ltd.

19,922 403

POSFINE Co., Ltd.

(883 )

POS ECO HOUSING Co., Ltd.

2,231 (738 )

Mapo high broad parking Co., Ltd.

(237 )

Dakos Co., Ltd.

4,314 274

Kwang Yang SPFC Co., Ltd.

52

POSCALCIUM Company, Ltd.

(226 )

Plant Engineering service Technology Co., Ltd.

3,063 472

Postech Early Stage Fund

Busan E&E Co., Ltd.

(140 )

POSCO Family Strategy Funds

(62 )

POREKA Co., Ltd.

6,274 100

Songdo SE Co., Ltd.

1,021 (7 )

Posgreen Co., Ltd.

(22 )

Daewoo International Corporation

4,094,039 94,359

POSCOLED Co., Ltd.

138 (1,763 )

F-20


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Sales Net income (loss)
(in millions of Won)

Gunsan SPFC Co., Ltd.

89 (196 )

POSCO NST Co., Ltd.

33,164 55

Pohang Scrap Recycling Center Co., Ltd.

(80 )

[Foreign]

POSCO America Corporation

288,907 9,039

POSCO Australia Pty. Ltd.

106,387 50,288

POSCO Canada Ltd.

170,421 65,299

POSCAN Elkveiw Coal Ltd.

POSCO Asia Co., Ltd.

2,335,842 1,376

Dalian POSCO Steel Co., Ltd

68,149 (4,932 )

POSCO-CTPC Co., Ltd.

149,810 2,398

POSCO-JKPC Co., Ltd.

75,831 2,391

International Business Center Corporation

28,354 13,884

POSCO E&C Vietnam Co., Ltd.

72,865 3,753

Zhangjiagang Pohang Stainless Steel Co., Ltd.

2,461,020 44,034

Guangdong Pohang Coated Steel Co., Ltd.

251,416 25,547

POSCO (Thailand) Company Ltd.

224,630 10,117

Myanmar POSCO Steel Co., Ltd

24,321 3,481

POSCO-JOPC Co., Ltd.

76,947 766

POSCO Investment Co., Ltd.

4,451

POSCO-MKPC SDN BHD.

135,852 3,395

Qingdao Pohang Stainless Steel Co., Ltd.

542,446 5,047

POSCO (Suzhou) Automotive Processing Center Co., Ltd.

352,367 13,688

POSCO BioVentures L.P.

(10,536 )

PT. POSNESIA

(14 )

POSCO E&C — Hawaii Inc.

(793 )

POS-Qingdao Coil Center Co., Ltd.

149,653 1,089

POS-Ore Pty. Ltd.

118,687 55,491

POSCO-China Holding Corp.

148,503 459

POSCO-Japan Co., Ltd.

1,490,633 9,850

POS-CD Pty. Ltd.

15,214 (1,771 )

POS-GC Pty. Ltd.

12,475 664

POSCO-India Private Ltd.

(21,612 )

POSCO-India Pune Steel Processing Centre Pvt. Ltd.

206,138 8,761

POSCO-JNPC Co., Ltd.

179,031 2,499

POSCO-Foshan Steel Processing Center Co.,Ltd.

518,268 6,229

POSCO E&C (China) Co., Ltd.

117,558 889

POSCO MPC S.A. de C.V.

240,277 (2,161 )

Zhangjiagang Pohang Port Co., Ltd.

5,200 (789 )

Qingdao Pujin Steel Material Co., Ltd

73,408 114

POSCO-Vietnam Co., Ltd.

813,637 (64,111 )

POSCO-Mexico Co., Ltd.

302,595 (24,004 )

POSCO-India Delhi Steel Processing Centre Pvt. Ltd

113,056 8,919

POSCO-Poland Wroclaw Steel Processing Center Co., Ltd

53,941 1,929

POS-NP Pty. Ltd.

44,773 5,282

POSCO-Vietnam Processing Center Co., Ltd.

85,698 4,419

POSCO (Chongqing) Automotive Processing Center Co, Ltd.

84,385 694

F-21


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Sales Net income (loss)
(in millions of Won)

Suzhou POS-CORE Technology Co., Ltd.

89,248 1,559

POSCO-JYPC Co., Ltd.

74,565 (1,017 )

POSCO-Malaysia SDN. BHD.

125,209 (6,022 )

POS-Minerals Corporation

(1,188 )

POSCO (Wuhu) Automotive Processing Center Co., Ltd.

124,687 2,872

POSCO E&C India Private Ltd.

463 (1,508 )

POSCO E&C SMART

(203 )

POSCO-Philippine Manila Processing Center Inc.

37,558 1,462

Dalian POSCON Dongbang Automatic Co., Ltd.

4,013 393

SANPU TRADING CO., LTD.

89 (156 )

Zhangjiagang BLZ Pohang International Trading Co., Ltd.

70,923 29

POSCO Mexico Human Tech.

4,206 166

POSCO Mexico East Steel Distribution Center Co., Ltd

5,547 696

POSCO Gulf Logistics LLC.

40 (86 )

POSCO ICT-China

3,884 26

DWEMEX S.A.DE C.V.

2,084 45

POS MPC Servicios de C.V.

4,837 115

EUROTALY S.A.

32 (846 )

POSCO South East Asia Pte. Ltd.

34,196 121

Europe Steel Distribution Center

11,789 513

VECTUS Ltd.

1,886 (2,352 )

Zeus(Cayman)

POSCO VST Co., Ltd.

210,656 (8,333 )

POSCO Maharashtra Steel Pvt. Ltd.

(895 )

POSCO India Chennai Steel Processing Centre Pvt. Ltd.

52,221 73

POSCO Turkey Nilufer Processing Center Co., Ltd.

3,032 (2,220 )

POSCO Vietnam Ha Noi Processing Center Co., Ltd.

39,675 (836 )

POSCO (Liaoning) Automotive Processing Center Co., Ltd.

45,933

POSCO-Indonesia Jakarta Processing Center

42,882 1,023

POSCO E&C Venezuela C.A

PT. MRI

1,738 (931 )

POSCORE-INDIA

2,936 (113 )

POSCO America Alabama Processing Center Co., Ltd.

29,350 (1,443 )

PT DEC Indonesia

(208 )

POSCO (Yantai) Automotive Processing Center Co., Ltd.

(885 )

POSCO India Steel Distribution Center Private Ltd.

7 (67 )

POSCO China Dalian Plate Processing Center Co., Ltd.

(3,631 )

POSCO-South Asia Co., Ltd.

2,954 (479 )

POSCO SS-VINA Co., LTD

166

POSCO-NCR Coal Ltd.

POSCO WA Pty. Ltd.

(637 )

F-22


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Sales Net income (loss)
(in millions of Won)

POSCO E&C — UZ

1

POSCO Australia GP Limited

3

Daewoo International America Corp.

163,615 (769 )

Daewoo International Deutschland GmbH

115,421 428

Daewoo International Japan Corp.

184,725 (638 )

Daewoo International Singapore Pte. Ltd.

259,530 109

Daewoo Italia S.r.l.

96,203 139

Daewoo Cement (Shandong) Co., Ltd.

Daewoo (China) Co., Ltd.

1,417 (874 )

PT. RISMAR Daewoo Apparel

12,843 (2,278 )

Daewoo Textile Fergana LLC

38,614 3,486

Daewoo Textile Bukhara LLC

15,156 (887 )

Daewoo International Australia Holdings Pty. Ltd.

293 139

Daewoo Paper Manufacturing Co., Ltd.

22,311 (18,788 )

Tianjin Daewoo. Paper Co., Ltd

8,388 (368 )

POSCO Mauritius Ltd.

PT. KRAKATAU STEEL POSCO

(198 )

MYANMAR Daewoo LTD.

203 (17 )

Daewoo International MEXICO S.A. de C.V.

50,566 (118 )

Daewoo International Guangzhou Corp.

4,702 (30 )

Daewoo Energy Central Asia

Daewoo STC & Apparel Vietnam Ltd.

2,262 (27 )

MYANMAR Daewoo International Ltd.

2,233 35

DAYTEK ELECTRONICS CORP.

Daewoo (M) SDN. BHD.

Daewoo CANADA LTD.

Daewoo EL SALVADOR S.A. DE C.V.

GEZIRA TANNERY CO., LTD.

POSCO (Zhangjiagang) Stainless Steel Processing Center Co., Ltd.

Daewoo International Corporation (M) SDN BHD

Daewoo International SHANGHAI CO., LTD.

PGSF, LLC

(619 )

Xenesys Inc.

935 (3,624 )

Daewoo International INDIA Private Ltd.

TECHREN Solar, LLC

PT. POSCO E&C Indonesia

(235 )

Hume Coal Pty. Ltd.

Daewoo HANDELS GmbH

POSCO Foundation

(12 )

F-23


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) December 31, 2011

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

[Domestic]

POSCO E&C Co., Ltd.

6,819,542 4,260,627 2,558,915 6,142,026 109,921

POSCO P&S Co., Ltd.

1,017,070 472,175 544,895 3,141,999 19,234

POSCO Coated & Color Steel Co., Ltd.

521,471 297,947 223,524 956,179 (24,713 )

POSCO Plant Engineering Co., Ltd.

208,084 117,629 90,455 597,508 6,758

POSCO ICT Co., Ltd.

687,657 446,640 241,017 983,649 30,578

POSCO Research Institute

29,320 6,304 23,016 30,844 216

Seoung Gwang Co., Ltd.

82,671 34,868 47,803 14,652 2,522

POSCO Architects & Consultants Co., Ltd.

93,268 40,458 52,810 196,794 7,236

POSCO Specialty Steel Co., Ltd.

1,582,832 691,581 891,251 1,662,896 127,573

POSTECH Venture Capital Corp.

34,222 1,094 33,128 1,041

eNtoB Co., Ltd.

99,382 69,607 29,775 634,830 1,249

POSCO Chemtec Company Ltd. (formerly, POSCO Refractories & Environment Co., Ltd.)

479,615

152,416

327,199

1,186,623

92,391

POSCO Terminal Co., Ltd.

96,806 15,145 81,661 100,710 22,955

POSCO M-TECH Co., Ltd.

316,953 153,876 163,077 602,155 12,447

POSCO ENERGY Co., Ltd.

2,891,382 2,327,398 563,984 1,863,670 25,152

Postech 2006 Energy Fund

21,662 1,042 20,620 (202 )

PHP Co., Ltd.

66,461 58,521 7,940 4,456 483

POSCO TMC Co., Ltd.

204,738 113,595 91,143 219,580 5,746

PNR Co., Ltd.

159,076 129,198 29,878 74,013 13,366

Megaasset Co., Ltd.

23,757 9,354 14,403 63,667 5,794

POSCO Engineering Company (formerly Daewoo Engineering Company)

508,290

341,946

166,344

980,340

3,225

Pohang Fuel Cell Co. Ltd.

12,061 8,592 3,469 2,235 (286 )

Pohang SPFC Co., Ltd.

10,021 4,221 5,800 38,117 1,170

POSWITH Co., Ltd.

5,129 2,460 2,669 13,745 151

BASYS INDUSTRY Co., Ltd.

967 266 701 2,500 369

POSTECH BD Newundertaking fund

90 90 (1 )

POSBRO Co., Ltd.

126 126 (54 )

POSCO AST Co., Ltd.

316,695 163,548 153,147 365,682 4,972

DaiMyung TMS Co., Ltd.

28,350 52,497 (24,147 ) 6,265 (3,695 )

POS-HiMETAL Co., Ltd.

309,369 268,788 40,581 34,682 (28,857 )

POSCO E&E Co., Ltd.

22,435 127 22,308 508

POMIC Co., Ltd.

4,411 2,431 1,980 21,111 317

POSFINE Co., Ltd.

62,775 48,146 14,629 2,285 (3,847 )

POS ECO HOUSING Co., Ltd.

8,190 1,846 6,344 13,629 265

Mapo high broad parking Co., Ltd.

1,676 110 1,566 (355 )

Dakos Co., Ltd.

783 321 462 225 (58 )

Kwang Yang SPFC Co., Ltd.

68,279 52,806 15,473 4,686 (2,156 )

POSCALCIUM Company, Ltd.

8,403 7,004 1,399 106 (1,353 )

Plant Engineering service Technology Co., Ltd.

2,327 500 1,827 6,259 354

9Digit Co., Ltd.

33,820 27,091 6,729 58,341 (308 )

Postech Early Stage Fund

10,034 65 9,969 (31 )

Busan E&E Co., Ltd.

44,731 1,687 43,044 127

POSCO Family Strategy Funds

57,678 250 57,428 290

POREKA Co., Ltd.

15,131 12,880 2,251 20,785 1,158

Songdo SE Co., Ltd.

1,652 282 1,370 2,761 77

Posgreen Co., Ltd.

8,225 4,280 3,945 2,944 (33 )

Daewoo International Corporation

7,823,738 6,302,994 1,520,744 18,758,511 160,088

POSCOLED Co., Ltd.

28,717 5,917 22,800 14,063 (5,355 )

Gunsan SPFC Co., Ltd.

51,483 30,673 20,810 53,797 (236 )

F-24


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

POSCO NST Co., Ltd.

158,470 121,493 36,977 202,334 (803 )

Pohang Scrap Recycling Center Co., Ltd.

17,842 2,863 14,979 1,748 143

PSC energy global Co., Ltd.

38,780 38,780 (1,595 )

Suncheon Ecotrans Co., Ltd.

25,526 2,878 22,648 48

Shinan Energy Co., Ltd.

8,494 8,494 (56 )

Reco Metal Co., Ltd.

15,043 13,280 1,763 6,761 (2,658 )

NewAltec Co., Ltd.

114,744 17,171 97,573 92,849 638

PONUTech Co., Ltd.

9,919 182 9,737 (263 )

BLUE O&M Co., Ltd

988 988 (12 )

[Foreign]

POSCO America Corporation

416,078 223,968 192,110 419,258 8,866

POSCO Australia Pty. Ltd.

1,161,366 462,383 698,983 136,144 283,875

POSCO Canada Ltd.

565,424 82,867 482,557 304,274 133,660

POSCAN Elkveiw Coal Ltd.

POSCO Asia Co., Ltd.

540,685 504,059 36,626 2,968,097 6,523

Dalian POSCO Steel Co., Ltd

49,104 58,254 (9,150 ) 90,990 (8,711 )

POSCO-CTPC Co., Ltd.

84,966 52,546 32,420 134,930 1,320

POSCO-JKPC Co., Ltd.

93,668 75,512 18,156 87,203 1,405

International Business Center Corporation

90,577 51,831 38,746 25,889 11,655

POSCO E&C Vietnam Co., Ltd.

77,583 77,679 (96 ) 114,350 6,670

Zhangjiagang Pohang Stainless
Steel Co., Ltd.

1,569,551 986,798 582,753 2,808,722 4,444

Guangdong Pohang Coated
Steel Co., Ltd.

394,452 163,785 230,667 275,521 (7,849 )

POSCO (Thailand) Company Ltd.

140,260 98,044 42,216 231,144 1,227

Myanmar POSCO Steel Co., Ltd

27,519 9,580 17,939 30,967 5,885

POSCO-JOPC Co., Ltd.

80,896 76,118 4,778 92,296 768

POSCO Investment Co., Ltd.

787,069 688,482 98,587 10,792 10,509

POSCO-MKPC SDN BHD.

165,789 116,928 48,861 177,822 1,763

Qingdao Pohang Stainless Steel Co., Ltd.

268,411 155,877 112,534 615,532 (3,110 )

POSCO (Suzhou) Automotive Processing Center Co., Ltd.

305,690 220,468 85,222 384,705 11,046

POSCO BioVentures L.P.

16,851 16,851 (4,226 )

PT. POSNESIA

14,129 20 14,109 (28 )

POSCO E&C — Hawaii Inc.

914 503 411 (304 )

POS-Qingdao Coil Center Co., Ltd.

56,062 40,314 15,748 117,470 65

POS-Ore Pty. Ltd.

75,312 66,851 8,461 250,347 132,737

POSCO-China Holding Corp.

427,447 160,423 267,024 173,639 3,617

POSCO-Japan Co., Ltd.

1,157,755 1,017,990 139,765 1,686,385 13,518

POS-CD Pty. Ltd.

72,582 68,030 4,552 22,575 557

POS-GC Pty. Ltd.

79,517 32,397 47,120 10,263 (4,344 )

POSCO-India Private Ltd.

147,359 421 146,938 (1,034 )

POSCO-India Pune Steel Processing Centre Pvt. Ltd.

168,309 145,655 22,654 211,417 (16,626 )

POSCO-JNPC Co., Ltd.

192,177 176,268 15,909 207,654 716

POSCO-Foshan Steel Processing Center
Co., Ltd.

178,488 135,213 43,275 529,788 227

POSCO E&C (China) Co., Ltd.

120,135 82,361 37,774 104,055 1,898

POSCO MPC S.A. de C.V.

192,538 182,180 10,358 316,446 (6,587 )

Zhangjiagang Pohang Port Co., Ltd.

26,801 11,327 15,474 6,244 222

Qingdao Pujin Steel Material Co., Ltd

14,209 11,997 2,212 79,732 13

POSCO-Vietnam Co., Ltd.

659,931 576,657 83,274 962,490 (46,976 )

POSCO-Mexico Co., Ltd.

488,782 422,155 66,627 396,897 (43,298 )

POSCO-India Delhi Steel Processing Centre Pvt. Ltd

85,349 75,582 9,767 129,434 (9,824 )

F-25


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

POSCO-Poland Wroclaw Steel Processing
Center Co., Ltd

62,709

49,981

12,728

71,871

(1,483

)

POS-NP Pty. Ltd.

57,890 15,003 42,887 48,404 9,480

POSCO-Vietnam Processing Center
Co., Ltd.

71,203

50,417

20,786

159,369

26

POSCO (Chongqing) Automotive Processing Center Co, Ltd.

69,253

59,468

9,785

62,795

(1,622

)

Suzhou POS-CORE Technology
Co., Ltd.

60,082

33,980

26,102

96,008

781

POSCO-JYPC Co., Ltd.

67,587 64,165 3,422 102,700 781

POSCO-Malaysia SDN. BHD.

88,635 112,566 (23,931 ) 140,709 (4,114 )

POS-Minerals Corporation

113,694 113,694 (808 )

POSCO (Wuhu) Automotive Processing
Center Co., Ltd.

69,613

45,766

23,847

92,554

618

POSCO E&C India Private Ltd.

35,982 31,304 4,678 4,966 1,135

POSCO E&C SMART

4,670 4,034 636 4,421 135

POSCO-Philippine Manila Processing
Center Inc.

27,412

17,492

9,920

45,680

266

Dalian POSCON Dongbang Automatic Co., Ltd.

8,083 2,996 5,087 5,104 382

SANPU TRADING CO., LTD.

1,842 5 1,837 73 3

Zhangjiagang BLZ Pohang International
Trading Co., Ltd.

15,720 10,881 4,839 100,833 116

POSCO Mexico Human Tech.

787 481 306 5,378 221

POSCO Mexico East Steel Distribution
Center Co., Ltd

13,186 1,353 11,833 5,638 110

POSCO Gulf Logistics LLC.

POSCO ICT-China

1,737 1,294 443 4,920 114

DWEMEX S.A.DE C.V.

226 62 164 2 (29 )

POS MPC Servicios de C.V.

667 458 209 4,902 90

EUROTALY S.A.

16,733 127 16,606 24 (898 )

POSCO South East Asia Pte. Ltd.

5,232 2,633 2,599 62,235 256

Europe Steel Distribution Center

6,775 991 5,784 13,354 322

VECTUS Ltd.

3,066 5,126 (2,060 ) 3,560 (1,530 )

Zeus(Cayman)

POSCO VST Co., Ltd.

356,484 268,005 88,479 264,616 (10,669 )

POSCO Maharashtra Steel Pvt. Ltd.

372,434 149,442 222,992 44 2,036

POSCO India Chennai Steel Processing
Centre Pvt. Ltd.

89,782 80,514 9,268 134,409 (3,232 )

POSCO Turkey Nilufer Processing
Center Co., Ltd.

49,588 40,578 9,010 38,729 (3,971 )

POSCO Vietnam Ha Noi Processing
Center Co., Ltd.

47,931 40,500 7,431 55,239 902

POSCO (Liaoning) Automotive Processing
Center Co., Ltd.

84,315 61,131 23,184 117,395 3,267

POSCO-Indonesia Jakarta Processing Center

62,550 55,069 7,481 64,597 216

POSCO E&C Venezuela C.A

138 138

PT. MRI

12,251 17,626 (5,375 ) 458 (3,854 )

POSCORE-INDIA

10,917 8,446 2,471 15,186 (48 )

POSCO America Alabama Processing Center
Co., Ltd.

63,014 50,007 13,007 85,381 (858 )

PT DEC Indonesia

4,577 4,752 (175 ) 13,962 (267 )

POSCO (Yantai) Automotive Processing
Center Co., Ltd.

40,586 24,355 16,231 32,301 172

POSCO India Steel Distribution Center Private Ltd.

5,224 2,204 3,020 786 (427 )

F-26


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

POSCO China Dalian Plate Processing Center Co., Ltd.

106,525 65,888 40,637 66,113 (165 )

POSCO-South Asia Co., Ltd.

13,703 199 13,504 8,015 1,039

POSCO SS-VINA Co., LTD

74,438 409 74,029 (1,122 )

POSCO-NCR Coal Ltd.

POSCO WA Pty. Ltd.

212,984 9 212,975 (33,142 )

POSCO E&C — UZ

2,279 1,789 490 2,046 104

POSCO Australia GP Limited

97,196 5 97,191 (8 )

Daewoo International America Corp.

283,653 241,259 42,394 984,378 5,372

Daewoo International Deutschland GmbH

115,256 105,288 9,968 482,585 314

Daewoo International Japan Corp.

245,086 236,533 8,553 804,864 981

Daewoo International Singapore Pte. Ltd.

43,647 38,982 4,665 902,315 481

Daewoo Italia S.r.l.

63,859 60,247 3,612 361,821 145

Daewoo Cement (Shandong) Co., Ltd.

221,807 291,000 (69,193 ) 133,502 20,361

Daewoo (China) Co., Ltd.

150,079 101,449 48,630 54,521 726

PT. RISMAR Daewoo Apparel

17,767 18,417 (650 ) 58,182 1,246

Daewoo Textile Fergana LLC

64,437 65,968 (1,531 ) 132,866 (11,994 )

Daewoo Textile Bukhara LLC

51,939 49,630 2,309 51,312 (11,500 )

Daewoo International Australia Holdings
Pty. Ltd.

151,462 12,964 138,498 1,935 199

Daewoo Paper Manufacturing Co., Ltd.

76,855 72,385 4,470 76,632 (5,210 )

Tianjin Daewoo. Paper Co., Ltd

14,589 33,029 (18,440 )

POSCO Mauritius Ltd.

24,648 2,839 21,809 (22 )

PT. KRAKATAU STEEL POSCO

819,899 44,918 774,981 (2,385 )

MYANMAR Daewoo LTD.

6,030 41 5,989 1,373 152

Daewoo International MEXICO S.A. de C.V.

68,030 64,189 3,841 240,448 299

Daewoo International Guangzhou Corp.

7,666 7,473 193 61,554 (1,265 )

Daewoo Energy Central Asia

15,571 322 15,249

Daewoo STC & Apparel Vietnam Ltd.

3,848 1,313 2,535 9,435 94

MYANMAR Daewoo International Ltd.

7,651 2,240 5,411 11,947 759

DAYTEK ELECTRONICS CORP.

Daewoo (M) SDN. BHD.

Daewoo CANADA LTD.

Daewoo EL SALVADOR S.A. DE C.V.

GEZIRA TANNERY CO., LTD.

POSCO (Zhangjiagang) Stainless Steel Processing Center Co., Ltd.

63,505 51,088 12,417 67,175 15

Daewoo International Corporation (M) SDN BHD

8,831 6,469 2,362 21,190 157

Daewoo International SHANGHAI CO., LTD.

63,694 52,656 11,038 91,541 1,286

PGSF, LLC

3,138 1 3,137 280

Xenesys Inc.

11,804 240 11,564 2,494 (3,865 )

Daewoo International INDIA Private Ltd.

3,285 1,277 2,008 3,343 69

TECHREN Solar, LLC

5,184 5,184 (506 )

PT. POSCO E&C Indonesia

37,495 34,094 3,401 46,665 2,114

Hume Coal Pty. Ltd.

24,316 2,499 21,817 (9 )

Daewoo HANDELS GmbH

POSCO Foundation

213 3 210 3

EPC EQUITIES LLP

11,391 11,283 108 438 (2,743 )

SANTOS CMI Construction Trading LLP

13,851 13,742 109 2,750 (1,323 )

SANTOS CMI INC. USA

23,418 22,260 1,158 11,604 (155 )

SANTOS CMI ENGENHARIA E CONSTRUCOES LTDA

18,771 9,381 9,390 14,823 7,484

SANTOS CMI PERU S.A.

26,074 20,500 5,574 59,091 4,779

SANTOS CMI COSTA RICA S.A.

11,856 11,480 376 1,228 (1,794 )

SANTOS CMI CONSTRUCCIONES S.A. (URUGUAY)

122 73 49 (9 )

F-27


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

GENTECH International INC.

1,595 1,166 429 1,800 728

EPC INVESTMENTS C.V.

115 18 97 (6 )

INGENIERiA Y CONSTRUCCION HOLAND CO S.A.

115 2 113 (2 )

ASESORiA Y SERVICIOS EPC S.A CHILE

468 285 183 635 88

SANTOS CMI S.A.

42,766 30,495 12,271 34,879 (5,430 )

SANTOS CMI CONSTRUCCIONES DE CHILE S.A.

8,430 2,669 5,761 13,009 1,703

S&K -SANTOS CMI S.A. DE C.V. (MEXICO)

125 14 111 203 (208 )

COMPANIA DE AUTOMATIZACION & CONTROL, GENESYS S.A.

10,982 8,392 2,590 14,588 923

VAUTIDAMERICAS S.A.

2,374 1,620 754 1,765 141

SANTOS CMI Constructions Argentina S.A.

82 46 36 1

POSCO E&C Brazil Ltd.

87,817 87,284 533 6,200 (465 )

POSCO Electrical Steel Inida Private Limited

26,448 138 26,310 346

Daewoo International Cameroon PLC

1,233 1,233

POSCO ASSAN TST STEEL Industry

59,415 1,897 57,518 1,724

HONG KONG POSCO E&C (CHINA) Investment Co., Ltd.

171,127 174,814 (3,687 ) (3,466 )

POSCO Klappan Coal Ltd.

DAESAN (Cambodia) Co., Ltd.

30,145 35,652 (5,507 ) (946 )

Brazil Sao Paulo Steel Processing Center
Co., Ltd

26,987 26,987

POSCO(Dalian) IT Center Development
Co., Ltd.

152,725 1,271 151,454 (1,464 )

PT.POSCO Resources Indonesia

4,048 92 3,956 (415 )

PT. POSCO ICT Indonesia

3,480 2,661 819 (80 )

PT. POSCO M-Tech Indonesia

2,865 149 2,716 3,329 61

PT. KRAKATAU POSCOPOWER

45,041 42,874 2,167 (134 )

POSCO RUS LLC.

3,639 5 3,634 (273 )

POSCO Thainox Co., Ltd.

500,214 164,464 335,750 401,257 (22,466 )

Daewoo International Shanghai Waigaoqiao Co., Ltd.

13,804 13,256 548 22,354 343

PT. Bio Inti Agrindo

18,900 9,714 9,186 (1,486 )

POSCO E&C Australia Pty Ltd.

381 624 (243 ) (237 )

POSCO-TISCO (Jilin) Processing Center Co., Ltd.

12,587 12 12,575 (375 )

Hunchun POSCO Logistics Co., Ltd.

23,725 7 23,718 (229 )

USA SRDC Corporation

311 311

Daewoo International Vietnam Co., Ltd.

4,613 4,613

F-28


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

3) December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

[Domestic]

POSCO E&C Co., Ltd.

7,893,306 5,007,149 2,886,157 7,041,300 346,107

POSCO P&S Co., Ltd.

1,084,473 456,338 628,135 2,770,764 8,087

POSCO Coated & Color Steel Co., Ltd.

468,910 294,718 174,192 853,499 (47,444 )

POSCO Plant Engineering Co., Ltd.

255,831 162,662 93,169 523,227 2,121

POSCO ICT Co., Ltd.

802,675 527,641 275,034 1,017,662 40,089

POSCO Research Institute

34,138 9,239 24,899 46,340 535

Seoung Gwang Co., Ltd.

83,439 33,998 49,441 12,667 685

POSCO Architects & Consultants Co., Ltd.

87,019 40,382 46,637 160,667 (6,227 )

POSCO Specialty Steel Co., Ltd.

1,496,939 484,585 1,012,354 1,405,667 69,091

POSTECH Venture Capital Corp.

107,796 501 107,295 6,475 1,438

eNtoB Co., Ltd.

103,000 71,712 31,288 607,230 1,839

POSCO Chemtec Company Ltd.

533,402 134,298 399,104 1,292,356 78,554

POSCO Terminal Co., Ltd.

120,483 14,806 105,677 111,275 25,796

POSCO M-TECH Co., Ltd.

340,877 169,150 171,727 618,316 14,737

POSCO ENERGY Co., Ltd.

3,315,742 2,374,622 941,120 2,805,208 177,796

Postech 2006 Energy Fund

26,000 950 25,050 6,141 385

POSCO TMC Co., Ltd.

253,987 163,175 90,812 268,574 152

PNR Co., Ltd.

149,117 104,272 44,845 72,607 13,380

Megaasset Co., Ltd.

112,729 64,252 48,477 14,274 1,402

POSCO Engineering Company

562,645 383,154 179,491 881,279 1,141

Pohang SPFC Co., Ltd.

29,514 22,941 6,573 75,513 816

POSWITH Co., Ltd.

5,140 2,366 2,774 14,873 105

POSCO AST Co., Ltd.

453,410 298,192 155,218 372,185 4,564

POS-HiMETAL Co., Ltd.

341,640 321,197 20,443 155,274 (19,369 )

POSCO E&E Co., Ltd.

22,787 52 22,735 407

POSFINE Co., Ltd.

58,480 46,640 11,840 19,651 (2,304 )

POS ECO HOUSING Co., Ltd.

8,274 1,822 6,452 14,513 108

Mapo high broad parking Co., Ltd.

1,561 281 1,280 (285 )

Dakos Co., Ltd.

670 191 479 245 16

Kwang Yang SPFC Co., Ltd.

85,814 76,909 8,905 39,472 (6,539 )

POSCALCIUM Company, Ltd.

7,637 6,528 1,109 155 (1,790 )

Plant Engineering service Technology Co., Ltd.

3,620 1,316 2,304 8,332 477

9Digit Co., Ltd.

27,458 22,798 4,660 289,912 (431 )

Postech Early Stage Fund

9,869 9,869 163 (100 )

Busan E&E Co., Ltd.

79,054 37,470 41,584 67,419 (745 )

POSCO Family Strategy Funds

66,390 66,390 1,368 362

POREKA Co., Ltd.

16,785 12,967 3,818 40,560 1,389

Daewoo International Corporation

6,989,140 4,866,242 2,122,898 17,011,373 306,041

POSCOLED Co., Ltd.

37,735 23,523 14,212 41,278 (8,205 )

Gunsan SPFC Co., Ltd.

61,683 41,606 20,077 70,443 (692 )

Pohang Scrap Recycling Center Co., Ltd.

19,435 3,207 16,228 5,657 1,270

PSC energy global Co., Ltd.

61,168 61,168 (3,060 )

Suncheon Ecotrans Co., Ltd.

49,496 27,118 22,378 (251 )

Reco Metal Co., Ltd.

32,959 35,547 (2,588 ) 42,482 (4,736 )

NewAltec Co., Ltd.

126,527 28,488 98,039 95,474 1,376

PONUTech Co., Ltd.

133,854 97,105 36,749 53,662 (5,825 )

BLUE O&M Co., Ltd

900 21 879 232 (110 )

Tamra Offshore Wind Power Co., Ltd.

20,074 2 20,072 (56 )

POS-HiAL

47,314 32,852 14,462 (1,158 )

MCM Korea

50 50

F-29


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

Tancheon E&E

5,606 17 5,589 (165 )

[Foreign]

POSCO America Corporation

510,392 333,246 177,146 803,368 (1,338 )

POSCO Australia Pty. Ltd.

1,195,398 477,894 717,504 118,874 23,634

POSCO Canada Ltd.

555,972 47,925 508,047 205,885 62,584

POSCO Asia Co., Ltd.

586,971 550,913 36,058 2,616,390 2,148

Dalian POSCO Steel Co., Ltd

29,078 47,280 (18,202 ) 18,615 (9,958 )

POSCO-CTPC Co., Ltd.

82,206 50,391 31,815 132,510 1,481

POSCO-JKPC Co., Ltd.

79,788 61,793 17,995 115,531 3,108

International Business Center Corporation

81,465 46,210 35,255 25,340 10,987

POSCO E&C Vietnam Co., Ltd.

127,161 102,831 24,330 187,325 14,331

Zhangjiagang Pohang Stainless Steel Co., Ltd.

1,340,336 867,576 472,760 2,786,474 (79,016 )

Guangdong Pohang Coated Steel Co., Ltd.

141,727 102,418 39,309 221,738 (20,980 )

POSCO (Thailand) Company Ltd.

155,836 110,059 45,777 255,611 5,611

Myanmar POSCO Steel Co., Ltd

23,699 7,810 15,889 19,484 2,569

POSCO-JOPC Co., Ltd.

78,402 73,817 4,585 114,432 647

POSCO Investment Co., Ltd.

718,078 621,268 96,810 13,461 6,000

POSCO-MKPC SDN BHD.

159,191 111,749 47,442 232,088 107

Qingdao Pohang Stainless Steel Co., Ltd.

206,941 117,753 89,188 514,354 (17,445 )

POSCO (Suzhou) Automotive Processing Center Co., Ltd.

284,046 195,684 88,362 407,513 8,425

POSCO BioVentures L.P.

7,571 7,571 (1,301 )

PT. POSNESIA

14,978 1,926 13,052 (55 )

POSCO E&C — Hawaii Inc.

350 2 348 (35 )

POS-Qingdao Coil Center Co., Ltd.

47,351 33,119 14,232 111,017 (623 )

POS-Ore Pty. Ltd.

59,784 11,043 48,741 163,407 75,389

POSCO-China Holding Corp.

438,538 184,127 254,411 138,067 3,055

POSCO-Japan Co., Ltd.

852,406 735,583 116,823 1,659,045 16,218

POS-CD Pty. Ltd.

68,681 17,931 50,750 12,869 (9,603 )

POS-GC Pty. Ltd.

83,998 49,598 34,400 20,160 (10,905 )

POSCO-India Private Ltd.

131,409 306 131,103 (768 )

POSCO-India Pune Steel Processing Centre Pvt. Ltd.

179,112 164,386 14,726 252,296 (6,061 )

POSCO-JEPC Co., Ltd. (formerly, POSCO-JNPC Co., Ltd.)

221,086 200,769 20,317 351,377 4,769

POSCO-Foshan Steel Processing Center Co.,Ltd.

218,881 177,426 41,455 515,773 727

POSCO E&C (China) Co., Ltd.

145,448 101,733 43,715 169,956 8,459

POSCO MPC S.A. de C.V.

204,770 178,108 26,662 359,768 (7,137 )

Zhangjigang Pohang Port Co., Ltd.

23,889 9,070 14,819 6,542 255

Qingdao Pujin Steel Material Co., Ltd

10,429 9,628 801 59,165 (1,313 )

POSCO-Vietnam Co., Ltd.

572,453 539,426 33,027 805,214 (46,619 )

POSCO-Mexico Co., Ltd.

772,518 538,907 233,611 430,986 (12,354 )

POSCO-India Delhi Steel Processing Centre Pvt. Ltd

100,153 81,218 18,935 142,038 977

POSCO-Poland Wroclaw Steel Processing Center Co., Ltd

56,394 37,399 18,995 97,381 5,875

POS-NP Pty. Ltd.

62,868 26,259 36,609 28,872 (4,363 )

POSCO-Vietnam Processing Center Co., Ltd.

64,551 39,418 25,133 137,641 58

POSCO (Chongqing) Automotive Processing Center Co, Ltd.

63,038 54,523 8,515 93,615 (729 )

Suzhou POS-CORE Technology Co., Ltd.

52,746 29,180 23,566 83,910 (1,055 )

POSCO-Malaysia SDN. BHD.

74,431 96,028 (21,597 ) 153,122 1,529

F-30


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

POS-Minerals Corporation

213,365 108,246 105,119 (496 )

POSCO (Wuhu) Automotive Processing Center Co., Ltd.

62,067 39,958 22,109 86,998 (363 )

POSCO E&C India Private Ltd.

33,536 26,578 6,958 56,037 2,990

POSCO E&C SMART

12,607 10,693 1,914 41,717 1,326

POSCO-Philippine Manila Processing Center Inc.

23,737 14,091 9,646 35,897 673

POS-GSFC LLC

41,150 33,676 7,474 24,891 (3,297 )

Dalian POSCON Dongbang Automatic Co., Ltd.

6,358 1,418 4,940 5,109 270

SANPU TRADING CO.,LTD.

1,753 2 1,751 86 21

Zhangjiagang BLZ Pohang International Trading Co., Ltd.

9,150 4,408 4,742 61,529 192

POSCO Mexico Human Tech.

693 708 (15 ) 6,777 (148 )

POSCO Mexico East Steel Distribution Center Co., Ltd

12,860 717 12,143 5,654 287

POSCO ICT-China

1,922 1,286 636 6,528 227

DWEMEX S.A.DE C.V.

211 19 192 29

POS MPC Servicios de C.V.

925 697 228 6,077 62

POSCO-URUGUAY S.A.

24,835 226 24,609 3 (1,842 )

POSCO South East Asia Pte. Ltd.

9,571 7,126 2,445 90,158 556

Europe Steel Distribution Center

7,270 1,460 5,810 13,054 399

VECTUS Ltd.

2,859 12,164 (9,305 ) 3,365 (7,325 )

POSCO VST Co., Ltd.

405,882 353,058 52,824 348,339 (30,977 )

POSCO Maharashtra Steel Pvt. Ltd.

942,982 754,791 188,191 97,948 (41,512 )

POSCO India Chennai Steel Processing Centre Pvt. Ltd.

129,030 119,375 9,655 187,797 1,453

POSCO Turkey Nilufer Processing Center Co., Ltd.

51,139 40,429 10,710 53,246 1,841

POSCO Vietnam Ha Noi Processing Center Co., Ltd.

46,382 40,764 5,618 72,321 (1,232 )

POSCO (Liaoning) Automotive Processing Center Co., Ltd.

71,502 48,643 22,859 114,046 1,143

POSCO-Indonesia Jakarta Processing Center

79,711 57,569 22,142 76,506 (1,402 )

POSCO E&C Venezuela C.A

128 128

PT. MRI

8,148 15,508 (7,360 ) 1,109 (1,603 )

POSCORE-INDIA

9,004 6,823 2,181 17,192 (45 )

POSCO America Alabama Processing Center Co., Ltd.

49,178 37,475 11,703 109,454 (397 )

PT DEC Indonesia

6,960 6,936 24 15,296 (101 )

POSCO (Yantai) Automotive Processing Center Co.,Ltd.

35,773 20,063 15,710 57,464 442

POSCO India Steel Distribution Center Private Ltd.

4,759 2,698 2,061 57 (72 )

POSCO China Dalian Plate Processing Center Co., Ltd.

86,264 55,531 30,733 37,501 (7,020 )

POSCO-South Asia Co., Ltd.

13,212 183 13,029 8,354 72

POSCO SS-VINA Co., LTD

156,811 4,050 152,761 (2,602 )

POSCO WA Pty. Ltd.

235,224 51 235,173 (39,181 )

POSCO E&C — UZ

8,589 7,968 621 1,076 334

POSCO Australia GP Limited

62,768 4 62,764 (67,392 )

Daewoo International America Corp.

332,620 288,716 43,904 1,040,183 4,767

Daewoo International Deutschland GmbH

104,259 94,087 10,172 324,061 739

Daewoo International Japan Corp.

236,056 228,631 7,425 749,714 273

Daewoo International Singapore Pte. Ltd.

80,294 75,966 4,328 708,613 13

F-31


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

Daewoo Italia S.r.l.

103,710 99,911 3,799 262,784 383

Daewoo (China) Co., Ltd.

56,225 9,614 46,611 118,971 683

Daewoo Textile Fergana LLC

86,781 65,730 21,051 127,432 9,214

Daewoo Textile Bukhara LLC

54,780 40,581 14,199 44,382 2,615

Daewoo International Australia Holdings Pty. Ltd.

154,829 26,482 128,347 7,539 (3,464 )

Daewoo Paper Manufacturing Co., Ltd.

70,572 70,339 233 69,880 (4,132 )

Tianjin Daewoo. Paper Co., Ltd

13,739 31,105 (17,366 )

POSCO Mauritius Ltd.

23,316 2 23,314 (15 )

PT. KRAKATAU STEEL POSCO

1,912,134 969,415 942,719 (29,063 )

MYANMAR Daewoo LTD.

5,671 3 5,668 1,305 473

Daewoo International MEXICO S.A. de C.V.

80,432 75,226 5,206 262,230 1,412

Daewoo International Guangzhou Corp.

18,292 14,120 4,172 66,808 (4,854 )

Daewoo STC & Apparel Vietnam Ltd.

1,736 89 1,647 1,856 96

POSCO (Zhangjiagang) Stainless

Steel Processing Center Co., Ltd.

114,433 102,240 12,193 265,850 519

Daewoo International Corporation (M) SDN BHD

9,145 6,689 2,456 37,244 213

Daewoo International SHANGHAI CO., LTD.

38,374 30,621 7,753 63,039 (2,746 )

PGSF, LLC

5,669 2 5,667 731

Xenesys Inc.

10,162 1,404 8,758 4,302 (1,083 )

Daewoo International INDIA Private Ltd.

2,279 272 2,007 2,382 223

TECHREN Solar, LLC

6,015 6,015 (2,486 )

PT. POSCO E&C Indonesia

100,543 78,852 21,691 247,331 20,302

Hume Coal Pty. Ltd.

36,681 1,194 35,487 48 (210 )

POSCO Foundation

187 2 185 (4 )

EPC EQUITIES LLP

36,602 36,636 (34 ) (141 )

SANTOS CMI Construction Trading LLP

39,148 30,527 8,621 15,299 8,963

SANTOS CMI INC. USA

43,496 47,350 (3,854 ) 60,152 (5,013 )

SANTOS CMI ENGENHARIA E CONSTRUCOES LTDA

9,338 17,629 (8,291 ) 20,029 (17,431 )

SANTOS CMI PERU S.A.

19,937 39,932 (19,995 ) 69,415 (26,391 )

SANTOS CMI COSTA RICA S.A.

10,720 10,469 251 (99 )

SANTOS CMI CONSTRUCCIONES S.A. (URUGUAY)

18 7 11 (25 )

GENTECH International INC.

1,972 1,568 404 1,008 227

EPC INVESTMENTS C.V.

107 24 83 (8 )

INGENIERiA Y CONSTRUCCION HOLAND CO S.A.

103 4 99 (6 )

ASESORiA Y SERVICIOS EPC S.A CHILE

891 468 423 1,691 250

SANTOS CMI S.A.

58,219 44,584 13,635 46,738 1,737

SANTOS CMI CONSTRUCCIONES DE CHILE S.A.

9,533 3,608 5,925 1,608 178

S&K -SANTOS CMI S.A. DE C.V. (MEXICO)

84 149 (65 ) 335 (158 )

COMPANIA DE AUTOMATIZACION & CONTROL, GENESYS S.A.

8,648 6,018 2,630 16,926 465

VAUTIDAMERICAS S.A.

4,866 2,217 2,649 1,445 (451 )

SANTOS CMI Constructions Argentina S.A.

58 24 34 4

POSCO E&C Brazil Ltd.

343,882 322,576 21,306 59,862 11,470

POSCO Electrical Steel India Private Limited

132,529 94,046 38,483 (1,343 )

Daewoo International Cameroon PLC

2,064 25 2,039

POSCO ASSAN TST STEEL Industry

377,066 230,778 146,288 1,072

HONG KONG POSCO E&C (CHINA) Investment Co., Ltd.

147,685 172,085 (24,400 ) (21,103 )

DAESAN (Cambodia) Co., Ltd.

27,979 33,111 (5,132 ) (18 )

F-32


Table of Contents

POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company

Assets Liabilities Equity (deficit) Sales Net income (loss)
(in millions of Won)

Brazil Sao Paulo Steel Processing Center Co., Ltd

39,794 23,210 16,584 4,863 (1,634 )

POSCO(Dalian) IT Center Development Co., Ltd.

176,026 37,908 138,118 (4,691 )

PT.POSCO Resources Indonesia

2,448 48 2,400 (1,147 )

PT. POSCO ICT Indonesia

3,624 3,185 439 4,335 (324 )

PT. POSCO M-Tech Indonesia

11,577 6,620 4,957 9,631 (34 )

PT. KRAKATAU POSCOPOWER

143,452 55,475 87,977 (949 )

POSCO RUS LLC.

12,384 8,324 4,060 4,260 505

POSCO Thainox Co., Ltd.

473,048 153,836 319,212 502,041 (5,532 )

Daewoo International Shanghai Waigaoqiao Co., Ltd.

11,003 10,241 762 161,675 255

PT. Bio Inti Agrindo

35,514 21,447 14,067 404 828

POSCO E&C Australia Pty Ltd.

35,552 34,986 566 52,143 836

POSCO-TISCO (Jilin) Processing Center Co., Ltd.

26,258 9,203 17,055 1,497 (514 )

Hunchun POSCO Logistics Co., Ltd.

46,923 8 46,915 (829 )

USA SRDC Corporation

311 21 290

Daewoo International Vietnam Co., Ltd.

4,453 149 4,304 2,096 14

PT. Krakatau POSCO Chemtech Calcination

23,217 1,279 21,938 (722 )

Posco Africa

3,580 112 3,468 (1,509 )

E.P.C INGENIERIA & SERVICIOS DE COSTA RICA S.A

1,497 1,553 (56 ) 1,973 (73 )

POSCO ICT BRASIL PARTICIPACOES LTDA

1,983 1,471 512 (336 )

LA-SCRAP RECYCLING DISTRIBUTION

1,274 758 516 5,128 62

Posco Center Beijing

267,838 97,208 170,630 (1,233 )

POSCO AMERICA COMERCIALIZADORA S

177 175 2 168 2

POSCO AMERICA PRODUCTOS, OFERTAS, SISTEMAS Y COMERCIALIZADORA ORIENTAL S DE RL DE C.V.

309 649 (340 ) 339 (408 )

Guangdong Pohang Car Steel Co., Ltd.

351,910 203,033 148,877 1,061 (9,197 )

POSCO Mexico Aguascalientes Processing Center Co., Ltd.

6,427 6,427

(d) Consolidated subsidiaries acquired during the year ended December 31, 2012 are as follows:

Company

Date of acquisition Ownership (%) Reason

Tamra Offshore Wind Power Co., Ltd.

January 2012 64.00 new acquisitions

PT. Krakatau POSCO Chemtech Calcination

January 2012 80.00 new establishment

POS-HiAL Co., Ltd

January 2012 65.30 new establishment

POSCO-Africa

February 2012 100.00 new establishment

E.P.C. INGENIERIA & SERVICIOS DE COSTA RICA S. A.

May 2012 100.00 new establishment

POSCO ICT BRASIL PARTICIPACOES LTDA

May 2012 100.00 new establishment

LA-SCRAP RECYCLING DISTRIBUTION CENTER, LLC.

May 2012 68.41 new establishment

MCM Korea Co., Ltd.

July 2012 100.00 new acquisitions

Tancheon E&E Co., Ltd.

July 2012 100.00 new establishment

EEC, GmbH

August 2012 100.00 new establishment

Posco Center Beijing

August 2012 99.00 new establishment

POSCO AMERICA COMERCIALIZADORA S DE RL DE C.V.

August 2012 100.00 new acquisitions

POSCO AMERICA PRODUCTOS, OFERTAS, SISTEMAS Y COMERCIALIZADORA ORIENTAL S DE RL DE C.V.

August 2012 100.00 new acquisitions

Guangdong Pohang Car Steel Co., Ltd.

October 2012 93.64 spin off from subsidiary

POSCO Mexico Aguascalientes Processing Center Co., Ltd.

December 2012 100.00 new establishment

POS-GSFC LLC

December 2012 81.93 new acquisitions

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(e) Cash outflows caused by the acquisitions for the year ended December 31, 2012

Amounts
(in millions of Won)

Consideration transferred

287,085

Less: cash and cash equivalents-acquired

(188,205 )

Total

98,880

(f) Subsidiaries that were excluded from consolidation during the year ended December 31, 2012 are as follows:

Company

Date of disposal

Reason

POSCO-JYPC Co., Ltd.

January 2012 Statutory merger by POSCO-JEPC CO., Ltd.

DaiMyung TMS Co., Ltd.

March 2012 Statutory merger by POSCO-AST CO., Ltd.

MYANMAR DAEWOO INT’L LTD.

April 2012 Disposal

PT. RISMAR DAEWOO APPAREL

April 2012 Disposal

Daewoo Cement (Shandong) Co., Ltd.

June 2012 Disposal

POMIC Co., Ltd.

July 2012 Statutory merger by POSCO Research Institute

DAEWOO ENERGY CENTRAL ASIA

July 2012 Exclusion by corporate liquidation

BASYS INDUSTRY CO., LTD.

August 2012 Disposal

DAYTEK ELECTRONICS CORP

August 2012 Exclusion by corporate liquidation

PHP Co., Ltd.

November 2012 Statutory merger by Mega-Asset

Pohang Fuel Cell Power Corp.

November 2012 Statutory merger by POSCO ENERGY Co., Ltd.

POSGREEN Company, Ltd

November 2012 Disposal

Shinan Energy Co., Ltd.

November 2012 Statutory merger by POSCO ENERGY Co., Ltd.

EEC, GmbH

November 2012 Exclusion by corporate liquidation

POSTECH BD Newundertaking Fund

December 2012 Exclusion by corporate liquidation

POSBRO COMPANY LTD.

December 2012 Disposal

Songdose co., itd

December 2012 Disposal

POSCONST.CO.,LTD

December 2012 Statutory merger by POSCO-AST CO., Ltd.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(g) Details of associates

Details of associates as of December 31, 2011 and 2012 are as follows:

Ownership (%) Region

Investee

Category of business

2011 2012

[Domestic]

MIDAS Information Technology Co., Ltd. ( * 8)

Engineering 25.46 Seoul

Metapolis Co., Ltd.

Multiplex development 40.05 40.05 Hwaseong

Songdo New City Development Inc.

Real estate 29.90 29.90 Seoul

POSMATE Co., Ltd.

Services 30.00 45.15 Seoul

Gail International Korea Ltd.

Real estate 29.90 29.90 Seoul

SNNC Co., Ltd.

Raw material manufacturing and sale 49.00 49.00 Gwangyang

CHUNGJU ENTERPRISE CITY _

Real estate 25.10 25.10 Chungju

Taegisan Wind Power Corporation

Wind power plant construction and management 50.00 50.00 Hoengseong

KOREASOLARPARK Co., Ltd. ( * 8)

Solar power plant construction and management 37.50 Youngam

Garolim Tidal Power Plant Co., Ltd.

Generation of_electricity 32.13 32.13 Seosan

Cheongna IBT Co., Ltd. ( * 4)

Multiplex development 18.58 Incheon

PSIB Co., Ltd.

Non-resident building lease 49.00 49.00 Seoul

Universal Studios Resort Development Co., Ltd. ( * 3)

Construction 22.10 Hwaseong

Universal Studios Resort Asset Management Corp.

Real estate services 26.16 26.16 Seoul

Daewoo national car Gwangju selling Co., Ltd.

Real estate 50.00 50.00 Gwangju

Uitrans Co., Ltd.

Transporting 38.19 41.89 Seoul

Suwon Green Environment Co., Ltd.

Construction 27.50 27.50 Hwaseong

Pajoo & Viro Co., Ltd.

Construction 40.00 40.00 Paju

Green Gimpo Co., Ltd.

Construction 31.84 31.84 Gimpo

Busan-Gimhae Light Rail Transit Co., Ltd.

Transporting 25.00 25.00 Gimhae

Incheon-Gimpo Highway Co., Ltd.

Construction 25.82 29.94 Anyang

Green Jangryang Co., Ltd.

Sewerage treatment 25.00 25.00 Pohang

Green Tongyeong Enviro Co., Ltd.

Sewerage treatment 20.40 20.40 Tongyoung

POSPLATE Co., Ltd. ( * 3)

Services 48.95 Gwangyang

Pure Gimpo.Co., Ltd.

Construction 28.79 28.79 Seoul

Pohang Techno Valley AMC Co., Ltd.

Construction 29.50 29.50 Pohang

Sungjin Geotec Co., Ltd.

Industrial machinery manufacturing 36.69 33.02 Ulsan

Kyobo Life Insurance Co., Ltd. ( * 6)

Life insurance 24.00 Seoul

POSGREEN Company, Ltd. ( * 9)

Plastic manufacturing 60.00 19.00 Gwangyang

Dongbang Special Steel Co., Ltd. ( * 3)

Steel processing and sales 35.82 Pohang

Pure Iksan Co., Ltd.

Construction 23.50 23.50 Pohang

Gyeonggi CES Co., Ltd.

Facility construction 21.84 21.84 Yangju

Innovalley Co., Ltd.

Real estate development 28.77 28.77 Yongin

Applied Science Corp.

Machinery manufacturing 29.30 28.27 Paju

SENTECH KOREA Corp. ( * 3)

Manufacturing 20.25 Paju

AROMA POSTECH RENEWABLE ENERGY Co., Ltd.

Other science research_ 28.57 28.57 Seoul

Hyundai Investment Network Private Equity Fund

Mine investment 50.00 50.00 Seoul

Pohang Techno Valley PFV Corporation

Real estate development 28.65 29.90 Pohang

BLUE OCEAN Private Equity Fund

Private equity financial 27.52 27.52 Seoul

SUNAM Co., Ltd.

Power supply manufacturing 23.91 23.91 Seoul

Kones Corporation

Technical service 41.67 41.67 Gyeongju

DAEHO G.M ( * 5)

Investment advisory service 35.82 Pohang

Mokpo Deayang Industrial Corporation ( * 1)

Real estate development 29.90 Mokpo

POSCO ES MATERIALS CO., LTD. ( * 1)

Secondary battery manufacturing 50.00 Gumi

Gyeonggi Fuel Cell Power Plant Co., Ltd. ( * 1)

Electricity generation 25.50 Hwaseong

Pohang Special Welding Co., Ltd. ( * 1)

Welding material and tools manufacturing and sales 50.00 Pohang

Poscochemtech Mitsubishi Carbon Tech ( * 10)

Steel processing and sales 60.00 Gwangyang

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%) Region

Investee

Category of business

2011 2012

[Foreign]

VSC POSCO Steel Corporation

Steel manufacturing and Sale 50.00 50.00 Vietnam

KOBRASCO

Facility lease 50.00 50.00 Brazil

USS-POSCO Industries

Material manufacturing and sale 50.00 50.00 USA

Poschrome Pty. Ltd.

Raw material manufacturing and sale 50.00 50.00 Republic of South
Africa

POS-Hyundai Steel Manufacturing India Private Ltd.

Steel processing and sale 29.50 29.50 India

POSVINA Co., Ltd.

Plating steel sheet manufacturing 50.00 50.00 Vietnam

PT. POSMI Steel Indonesia

Steel processing and sale 36.69 36.69 Indonesia

CAML Resources Pty. Ltd.

Raw material manufacturing and sale 33.34 33.34 Australia

Nickel Mining Company SAS

Raw material manufacturing and sale 49.00 49.00 New Caledonia

Liaoning Rongyuan Posco Refractories Co., Ltd.

Manufacturing and sale 35.00 35.00 China

POSK (PingHu)Processing Center Co.,Ltd

Steel processing and sale 20.00 20.00 China

AN KHANH NEW CITY DEVELOPMENT

Highway construction and new town development 50.00 50.00 Vietnam

Henan Tsingpu Ferro Alloy Co., Ltd.

Raw material manufacturing and sale 49.00 49.00 China

United Spiral Pipe, LLC

Material manufacturing and sale 35.00 35.00 USA

Zhongyue POSCO(Qinhuangdau) Tinplate Industrial Co., Ltd.

Plating sheet manufacturing 34.00 34.00 China

BX STEEL POSCO Cold RolledSheet Co., Ltd.

Steel processing and sale 25.00 25.00 China

POSCO-SAMSUNG-Slovakia Processing Center

Steel processing and sale 30.00 30.00 Slovakia

Eureka Moly LLC

Raw material manufacturing and sale 20.00 20.00 USA

POSCO SAMSUNG Suzhou Steel Processing Center Co., Ltd.

Steel processing and sale 30.00 30.00 China

POSCO SeAH Steel Wire(Nantong) Co., Ltd.

Steel processing and sale 25.00 25.00 China

Yingkou Posrec Refractories Co., Ltd.

Refractory manufacturing 25.00 25.00 China

Zhangjiagang Pohang Refractories Co., Ltd.

Refractory manufacturing 50.00 50.00 China

Daewoo Engineering (THAILAND) Co., Ltd.

Development and contract 48.90 48.90 Thailand

Sebang Steel

Scrap sale 49.00 49.00 Japan

NCR LLC

Coal sale 20.00 29.40 Canada

AMCI (WA) Pty. Ltd.

Iron ore sale & mine development 49.00 49.00 Austrailia

POSCO YongXin Rare Earth Metal Co., Ltd.

Energy & resource development 31.00 31.00 China

Shanghai Lansheng Daewoo Coporation

Trading 49.00 49.00 China

Shanghai Waigaogiao Free Trade Zone Lansheng Daewoo Int’l Trading Co., Ltd.

Trading 49.00 49.00 China

Hanjung Power Pty. Ltd

Electric power manufacturing and sale 49.00 49.00 Papua New
Guinea

Myanmar Korea Timber International Ltd.

Plating sheet manufacturing 45.00 45.00 Myanmar

General Medicines Company Ltd.

Medicine manufacturing and sale 33.00 33.00 Sudan

KOREA LNG Ltd.

Gas production and sale 20.00 20.00 England

DMSA, AMSA ( * 2)

Energy & resource development 4.00 4.00 Madagascar

KG Power(M) SDN. BHD

Energy & resource development 20.00 20.00 Malaysia

Daewoo (THAILAND) CO., LTD.

Trading 49.00 49.00 Thailand

N.I.CO., LTD.

Trading 50.00 50.00 North Korea

South-East Asia Gas Pipeline Company Ltd.

Pipeline construction 25.04 25.04 Myanmar

GLOBAL KOMSCO Daewoo LLC

Mintage 35.00 35.00 Uzbekistan

POSUK TITANIUM B.V

Steel manufacturing 50.00 Netherland

POSCO-NPS Niobium LLC

Mine development 50.00 50.00 USA

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Ownership (%) Region

Investee

Category of business

2011 2012

POSCO-POGEN AMP

Steel manufacturing 26.00 26.00 India

Klappan Coal Joint Venture

Coal sale 20.00 20.00 Canada

AES-VCM Mong Duong Power Company Ltd.

Coal sale 30.00 30.00 Vietnam

CSP

Steel manufacturing and sale 20.00 20.00 Brazil

PT.INDONESIA POS CHOSUN Ref

Refractory manufacturing and sale 30.00 30.00 Indonesia

NS-Thainox Auto Co., Ltd.

Steel manufacturing and sale 49.00 49.00 Vietnam

Korea-Siberia Wood

Forest resources development 50.00 50.00 Russia

PT. Tanggamus Electric Power

Construction and engineering service 20.00 20.00 Indonesia

PT. Wampu Electric Power

Construction and engineering service 20.00 20.00 Indonesia

Boulder Solar Power, LLC ( * 1)

Electric power manufacturing 25.00 USA

POSUK Titanium ( * 1)

Titanium manufacturing and sale 50.00 Kazahstan

Roy Hill Holdings Pty Ltd. ( * 2)

Energy & resource development 12.50 Australia

Li3 Energy Inc. ( * 7)

Energy & resource development 26.06 Peru

Fifth Combined Heat and Power Plant LLC ( * 1)

Thermal power generation 30.00 Mongolia

IMFA ALLOYS FINLEASE LTD ( * 7)

Raw material manufacturing and sale 24.00 India

(*1) These associates were newly established during the year ended December 31, 2012.

(*2) The Company is able to exercise significant influence even though the Company’s percentage of ownership is below 20%.

(*3) Excluded from associates due to a decrease in ownership percentage during the year ended December 31, 2012.

(*4) Excluded from associates as the contract on entrusted voting rights expired during the year ended December 31, 2012.

(*5) This entity split off from Dongbang Special Steel Co., Ltd. during the year ended December 31, 2012.

(*6) The Company determined to dispose of the shares of Kyobo Life Insurance Co., Ltd., an associate of Daewoo International Corporation, one of the Company’s subsidiaries, in order to secure investment funds and improve the Company’s financial structure. The transaction was completed during the year ended December 31, 2012.

(*7) These securities were acquired during the year ended December 31, 2012.

(*8) Excluded from associates due to partial disposal during the year ended December 31, 2012.

(*9) As the controlling company’s percentage of ownership dropped below 50% during the year ended December 31, 2012, this investment was reclassified to associates.

(*10)This associate was newly established and the Company is not able to exercise control over the investees, even though the Company’s percentage of ownership is above 50%.

Cash dividends paid to POSCO by associates for the years ended December 31, 2010, 2011 and 2012 amounted to 65,212 million, 88,743 million and 43,603 million, respectively.

As of December 31, 2012, there are no restrictions on the ability of associates to transfer funds to the Company, such as in the form of cash dividends, repayment of loans or payment of advances.

2. Statement of Compliance

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRSs”), as issued by the International Accounting Standards Board.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position, as described in the accounting policy below.

(a) Derivatives instruments are measured at fair value

(b) Financial instruments at fair value through profit or loss (FVTPL) are measured at fair value

(c) Available-for-sale financial assets are measured at fair value

(d) Defined benefit liabilities are measured at the present value of the defined benefit obligation less the fair value of the plan assets

Functional and presentation currency

These consolidated financial statements are presented in Korean won, which is POSCO’s functional currency and the currency of the primary economic environment in which POSCO operates.

Use of estimates and judgements

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

Note 7 — Other financial assets

Note 11 — Investment property, net

Note 12 — Property, plant and equipment, net

Note 13 — Goodwill and other intangible assets

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:

Note 17 — Provisions

Note 18 — Employee Benefits

Note 25 — Construction Contracts

Note 33 — Commitments and Contingencies

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Changes in accounting policies

(a) Financial Instruments: Disclosures

The Company has applied the amendments to IFRS No. 7, “ Financial Instruments: Disclosures ” since January 1, 2012. The amendments require disclosure of the nature of transferred assets, their carrying amount, and the description of risks and rewards for each class of transferred financial assets that are not derecognized in their entirety. If the Company derecognizes transferred financial asset but still retains their specific risks and rewards, the amendments require additional disclosures of their risks.

Approval of financial statements

The consolidated financial statements were authorized for issue by the Board of Directors on February 7, 2013.

3. Summary of Significant Accounting Policies

The significant accounting policies applied by the Company in preparation of its consolidated financial statements are included below. The accounting policies set out below have been applied consistently to all periods presented in these financial statements, except for those as disclosed in note 2.

Basis of consolidation

(a) Subsidiaries

A subsidiary is an entity that is controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of the other entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

If a member of the Company uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial statements.

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Intra-group losses are recognized as expense if intra-group losses indicate an impairment that requires recognition in the consolidated financial statements.

(b) Non-controlling interests

Non-controlling interests in a subsidiary are accounted for separately from the parent’s ownership interests in a subsidiary. Each component of net profit or loss and other comprehensive income is attributed to the owners of the parent and non-controlling interest holders, even when the allocation reduces the non-controlling interest balance below zero. There is no such case that the allocation reduces the non-controlling interest balance below zero for all periods presented.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) Changes in ownership interests in subsidiaries

Changes in the controlling company’s ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions with owners in their capacity as owners. Adjustments to non-controlling interests are based on a proportionate amount of the net assets of the subsidiary. No adjustments are made to goodwill and no gain or loss is recognized in profit or loss. The difference between the consideration and the adjustments made to non-controlling interest is recognized directly in equity attributable to the owners of the controlling company.

Associates and jointly controlled entities

An associate is an entity in which the Company has significant influence, but not control, over the entity’s financial and operating policies. Significant influence is presumed to exist when the Company holds between 20 and 50 percent of the voting power of another entity.

Joint ventures are those entities over whose activities the Company has joint control, established by contractual agreement, and require unanimous consent for strategic financial and operating decisions. The Company recognizes its interest in a jointly controlled entity using proportionate consolidation by including separate line items for its share of the assets, liabilities, income and expenses of the jointly controlled entity in the consolidated financial statements.

The investment in an associate is initially recognized at cost and the carrying amount is increased or decreased to recognize the Company’s share of the profit or loss and changes in equity of the associate after the date of acquisition. Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Intra-group losses are recognized as expense if intra-group losses indicate an impairment that requires recognition in the consolidated financial statements.

If an associate or a joint venture uses accounting policies different from those of the Company for like transactions and events in similar circumstances, appropriate adjustments are made to the Company’s consolidated financial statements in applying the equity method. No such significant adjustments were made to the Company’s consolidated financial statements in applying the equity method.

When the Company’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest, including any long-term investments, is reduced to nil and the recognition of further losses is discontinued except to the extent that the Company has an obligation or has to make payments on behalf of the investee for further losses. The Company has no obligation and does not have to make payments on behalf of the investee for further losses as of December 31, 2012.

Business combinations

(a) Business combinations

A business combination is accounted for by applying the acquisition method as of the acquisition date (i.e., when control is transferred to the Company), unless it is a combination involving entities or businesses under common control.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Each identifiable asset and liability is measured at its acquisition-date fair value except for below:

Leases and insurance contracts are required to be classified on the basis of their contractual terms and other factors.

Only those contingent liabilities assumed in a business combination that are a present obligation and can be measured reliably are recognized.

Deferred tax assets or liabilities are recognized and measured in accordance with IAS No. 12 “Income Taxes”.

Employee benefit arrangements are recognized and measured in accordance with IAS No. 19 “Employee Benefits”.

Indemnification assets are recognized and measured on the same basis as the indemnified liability or asset.

Reacquired rights are measured on the basis of the remaining contractual terms of the related contract.

Liabilities or equity instruments related to share-based payment transactions are measured in accordance with IFRS No. 2 “Share-based Payment”.

Assets held for sale are measured at fair value less costs to sell in accordance with IFRS No. 5 “Non-current Assets Held for Sale”.

As of the acquisition date, non-controlling interests in the acquiree are measured as the non-controlling interests’ proportionate share of the acquiree’s identifiable net assets.

The consideration transferred in a business combination is measured at fair value, calculated as the sum of the acquisition-date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree and the equity interests issued by the acquirer.

Acquisition-related costs are costs the acquirer incurs to effect a business combination. Those costs include finder’s fees; advisory, legal, accounting, valuation and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. Acquisition-related costs, other than those associated with the issuance of debt or equity securities, are expensed in the periods in which the costs are incurred and the services are received. The costs to issue debt or equity securities are recognized in accordance with IAS No. 32 “Financial Instruments: Presentation” and IAS No. 39 “Financial Instruments: Recognition and Measurement” .

(b) Goodwill

The Company measures goodwill at the acquisition date as:

the fair value of the consideration transferred; plus

the recognized amount of any non-controlling interests in the acquiree; plus

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

if the business combination is achieved in stages, the fair value of the pre-existing equity interest in the acquiree; less

the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognized immediately in profit or loss.

Foreign currency transactions and translation

Foreign currency transactions are initially recorded using the spot exchange rate between the functional currency and the foreign currency at the date of the transaction. At the end of each reporting period, foreign currency monetary items are translated using the closing rate. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the original transaction. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rate at the date fair value was initially determined.

Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements are recognized in profit or loss in the period in which they arise. When gains or losses on non-monetary items are recognized in other comprehensive income, exchange components of those gains or losses are recognized in other comprehensive income. Conversely, when gains or losses on non-monetary items are recognized in profit or loss, exchange components of those gains or losses are recognized in profit or loss.

Foreign operations

If the presentation currency of the Company is different from a foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation is treated as assets and liabilities of the foreign operation. Thus they are expressed in the functional currency of the foreign operation and translated at the closing rate.

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal. On the partial disposal of a subsidiary that includes a foreign operation, the relevant proportion of such cumulative amount is reattributed to non-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to profit or loss.

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the translation reserve.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and short-term investments in highly liquid securities that are readily convertible to known amounts of cash with maturities of three months or less from the acquisition date and which are subject to an insignificant risk of changes in value. Equity investments are excluded from cash and cash equivalents.

Non-derivative financial assets

The Company recognizes and measures non-derivative financial assets by the following four categories: financial assets at fair value through profit or loss, held-to-maturity financial assets, loans and receivables and available-for-sale financial assets. The Company recognizes financial assets in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the instrument.

Upon initial recognition, non-derivative financial assets are measured at their fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the asset’s acquisition or issuance.

(a) Financial assets at fair value through profit or loss

Financial assets are classified at fair value through profit or loss if they are held for trading or designated as such upon initial recognition. Upon initial recognition, transaction costs are recognized in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

(b) Held-to-maturity financial assets

A non-derivative financial asset with a fixed or determinable payment and fixed maturity, for which the Company has the positive intention and ability to hold to maturity, is classified as held-to-maturity. Subsequent to initial recognition, held-to-maturity financial assets are measured at amortized cost using the effective interest method.

(c) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method unless the effect of discounting is immaterial.

(d) Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity financial assets or loans and receivables. Subsequent to initial recognition, they are measured at fair value, with changes in fair value, net of any tax effect, recorded in other comprehensive income in equity. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured and derivatives that are linked to and must be settled by delivery of such unquoted equity instruments are measured at cost. When a financial asset is derecognized or impairment losses are recognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. Dividends on an available-for-sale equity instrument are recognized in profit or loss when the Company’s right to receive payment is established.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(e) De-recognition of non-derivative financial assets

The Company derecognizes non-derivative financial assets when the contractual rights to the cash flows from the financial asset expire, or the Company transfers the rights to receive the contractual cash flows from the financial asset as well as substantially all the risks and rewards of ownership of the financial asset. Any interest in a transferred financial asset that is created or retained by the Company is recognized as a separate asset or liability.

If the Company retains substantially all the risks and rewards of ownership of the transferred financial assets, the Company continues to recognize the transferred financial assets and recognizes financial liabilities for the consideration received.

(f) Offsetting a financial asset and a financial liability

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position only when the Company currently has a legally enforceable right to offset the recognized amounts, and there is the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.

Inventories

Inventories are measured at the lower of cost and net realizable value. Costs are determined by using the moving-weighted average method. The cost of inventories comprise all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The allocation of fixed production overheads to the costs of finished goods or work in progress are based on the normal capacity of the production facilities.

When inventories are sold, the carrying amount of those inventories is recognized as cost of goods sold in the period in which the related revenue is recognized. Inventories are measured at the lower of cost and net realizable value. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories arising from an increase in net realizable value is recognized as a reduction in the amount of inventories recognized as a cost of goods sold in the period in which the reversal occurs.

Investment property

Property held for the purpose of earning rentals is classified as investment property. Investment property is measured initially at its cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses.

Subsequent costs are recognized in the carrying amount of investment property at cost or, if appropriate, as separate items if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing are recognized in profit or loss as incurred.

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting date and adjusted, if appropriate. The change is accounted for as a change in an accounting estimate.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Property, plant and equipment

Property, plant and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

The cost of replacing a part of an item is recognized in the carrying amount of the item of property, plant and equipment, if the following recognition criteria are met:

(a) it is probable that future economic benefits associated with the item will flow to the Company;and

(b) the cost can be measured reliably.

The carrying amount of the replaced part is derecognized at the time the replacement part is recognized. The costs of the day-to-day servicing of the item are recognized in profit or loss as incurred.

Items of property, plant and equipment are depreciated from the date they are available for use or, in respect of self-constructed assets, from the date that the asset is completed and ready for use. Other than land, the costs of an asset less its estimated residual value are depreciated. Land is not depreciated. Depreciation of property, plant and equipment is recognized in profit or loss on a straight-line basis, which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset, over the estimated useful lives of each component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will obtain ownership by the end of the lease term.

Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately.

The gain or loss arising from the derecognition of an item of property, plant and equipment is included in profit or loss when the item is derecognized.

The estimated useful lives for the current and comparative periods are as follows:

Buildings

10-60 years

Structures

4-50 years

Machinery and equipment

2-25 years

Vehicles

3-10 years

Tools

4-10 years

Furniture and fixtures

3-10 years

Lease assets

3-18 years

The estimated residual value, useful lives and the depreciation method are reviewed at least at the end of each reporting period and, if expectations differ from previous estimates, the changes are accounted for as changes in accounting estimates.

Borrowing costs

The Company capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

in expense as incurred. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale. Financial assets and inventories that are manufactured or otherwise produced over a short period of time are not qualifying assets. Assets that are ready for their intended use or sale when acquired are not qualifying assets.

To the extent that the Company borrows funds specifically for the purpose of obtaining a qualifying asset, the Company determines the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. The Company immediately recognizes other borrowing costs as an expense. To the extent that the Company borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the Company shall determine the amount of borrowing costs eligible for capitalization by applying a capitalization rate to the expenditures on that asset.

The capitalization rate shall be the weighted average of the borrowing costs applicable to the borrowings of the Company that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs that the Company capitalizes during a period shall not exceed the amount of borrowing costs incurred during that period.

Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, as there are no foreseeable limits to the periods over which club memberships are expected to be available for use, this intangible asset is determined as having an indefinite useful life and not amortized.

Intellectual property rights

5-10 years

Development cost

3-10 years

Port facilities usage rights

5-75 years

Other intangible assets

2-25 years

Amortization periods and the amortization methods for intangible assets with finite useful lives are reviewed at the end of each reporting period. The useful lives of intangible assets that are not being amortized are reviewed at the end of each reporting period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. Changes are accounted for as changes in accounting estimates.

Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are recognized in profit or loss as incurred.

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which they relate. All other expenditures, including expenditures on internally generated goodwill and brands, are recognized in profit or loss as incurred.

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Exploration for and evaluation of mineral resources

POSCO is engaged in exploration projects for mineral resources through subsidiaries and associates in the mines or other contractual arrangements. Expenditures related to the development of mineral resources are recognized as exploration or development intangible assets. The nature of these intangible assets are as follows:

(a) Exploration and evaluation assets

Exploration and evaluation assets consist of expenditures for topographical studies, geophysical studies and trenching. These assets are reclassified as development assets when it is proved that the exploration has identified an economically feasible mine.

(b) Development assets

Development assets consist of expenditures for the evaluation of oil fields, facility construction, drilling for viability and others. These development assets are reclassified as industrial rights (mining rights) at inception of the extraction when the technical feasibility and commercial viability of extracting mineral resources are demonstrable.

Government grants

Government grants are not recognized unless there is reasonable assurance that the Company will comply with the grant’s conditions and that the grant will be received. Government grants whose primary condition is that the Company purchase, construct or otherwise acquire long-term assets are deducted from the carrying amount of the assets and recognized in profit or loss on a systematic and rational basis over the life of the depreciable assets.

Government grants which are intended to compensate the Company for expenses incurred are deducted from the related expenses.

Leases

The Company classifies and accounts for leases as either a finance or operating lease, depending on the terms. Leases where the Company assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

(a) Finance leases

At the commencement of the lease term, the Company recognizes as finance assets and finance liabilities the lower amount of the fair value of the leased property and the present value of the minimum lease payments, each determined at the inception of the lease. Any initial direct costs are added to the amount recognized as an asset.

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

The depreciable amount of a leased asset is allocated to each accounting period during the period of expected use on a systematic basis consistent with the depreciation policy the

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Company adopts for similar depreciable assets that are owned. If there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is fully depreciated over the shorter of the lease term and its useful life.

(b) Operating leases

Lease obligations under operating leases are recognized as an expense on a straight-line basis over the lease term. Contingent rents are charged as expenses in the periods in which they are incurred.

(c) Determining whether an arrangement contains a lease

Determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset) and the arrangement conveys a right to use the asset.

At inception or reassessment of the arrangement, management of the Company separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If management of the Company concludes for a financial lease that it is impracticable to separate the payments reliably, the Company recognizes an asset and a liability at an amount equal to the fair value of the underlying asset that was identified as the subject of the lease. Subsequently, the liability shall be reduced as payments are made and an imputed finance charge on the liability recognized using the purchaser’s incremental borrowing rate of interest.

Impairment for financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. However, losses expected as a result of future events, regardless of likelihood, are not recognized.

Objective evidence that a financial asset or group of assets is impaired includes observable data that comes to the attention of the holder of the asset about the following loss events:

(a) significant financial difficulty of the issuer or obligor;

(b) a breach of contract, such as a default or delinquency in interest or principal payments;

(c) the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

(d) it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

(e) the disappearance of an active market for that financial asset because of financial difficulties; or

(f) observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

In addition, for an equity instrument classified as available-for-sale, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

If financial assets have objective evidence that they are impaired, impairment losses are measured and recognized.

(a) Financial assets carried at amortized cost

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of its estimated future cash flows discounted at the asset’s original effective interest rate. If it is not practicable to obtain the instrument’s estimated future cash flows, impairment losses would be measured by using prices from any observable current market transactions. The Company can recognize impairment losses directly or establish a provision to cover impairment losses. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss shall be reversed either directly or by adjusting an allowance account.

(b) Financial assets carried at cost

If there is objective evidence that an impairment loss has occurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed.

(c) Available-for-sale financial assets

When a decline in the fair value of an available-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income shall be reclassified from equity to profit or loss as a reclassification adjustment even though the financial asset has not been derecognized. Impairment losses recognized in profit or loss for an investment in an equity instrument classified as available-for-sale are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified as available-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss shall be reversed, with the amount of the reversal recognized in profit or loss.

Impairments for non-financial assets

The carrying amounts of the Company’s non-financial assets, other than assets arising from construction contracts, employee benefits, inventories, deferred tax assets and non-current assets held for sale, are reviewed at the end of the reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Management estimates the recoverable amount of an individual asset. If it is impossible to measure the individual recoverable amount of an asset, then management estimates the recoverable amount of a cash-generating unit (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value less costs to sell. The Company determined that individual operating entities are CGUs.

The recoverable amount of an asset or CGU is the greater of its value-in-use and its fair value less costs to sell. The value-in-use is estimated by applying a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by the asset or CGU.

An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

Goodwill acquired in a business combination is allocated to each CGU that is expected to benefit from the synergies arising from the goodwill acquired. Any impairment identified at the CGU level will first reduce the carrying value of goodwill and then be used to reduce the carrying amount of the other assets in the CGU on a pro rata basis. Except for impairment losses in respect of goodwill which are never reversed, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Non-current assets held for sale

Non-current assets or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. In order to be classified as held for sale, the assets or disposal groups must be available for immediate sale in their present condition and their sale must be highly probable. The assets or disposal groups that are classified as non-current assets held for sale are measured at the lower of their carrying amount and fair value less cost to sell.

The Company recognizes an impairment loss for any initial or subsequent write-down of disposal group to fair value less costs to sell, and a gain for any subsequent increase in fair value less costs to sell, up to the cumulative impairment loss previously recognized in accordance with IAS No. 36 “ Impairment of Assets ”.

A non-current asset that is classified as held for sale or part of a disposal group classified as held for sale is not depreciated (or amortized).

Derivative financial instruments and hedges

Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized in profit or loss.

(a) Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately only if the following criteria have been met: (a) the economic characteristics and risks of the

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

host contract and the embedded derivatives are not clearly and closely related to a separate instrument with the same terms as the embedded derivative that would meet the definition of a derivative, and (b) the hybrid (combined) instrument is not measured at fair value through profit or loss. Changes in the fair value of separable embedded derivatives from the host contract are recognized immediately in profit or loss. However, convertible rights of convertible bonds are not separated from the host contract and the compound financial instruments of bonds and convertible rights are designated and measured at fair value through profit and loss.

(b) Other derivatives

Changes in the fair value of a derivative that is not designated as a hedging instrument are recognized immediately in profit or loss.

Non-derivative financial liabilities

The Company classifies non-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Company recognizes financial liabilities in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the financial liability.

(a) Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, transaction costs that are directly attributable to the acquisition are recognized in profit or loss as incurred.

(b) Other financial liabilities

Non-derivative financial liabilities other than financial liabilities at fair value through profit of loss are classified as other financial liabilities.

Financial guarantee liabilities are initially measured at their fair values and, if not designated as financial liabilities at fair value through profit or loss, they are subsequently measured at the higher of:

the amount of the best estimate of the expenditure required to settle the present obligation at the end of the reporting period; and

the amount initially recognized less, cumulative amortization recognized on a straight-line basis over the guarantee period

At the date of initial recognition, other financial liabilities are measured at fair value minus transaction costs that are directly attributable to the acquisition. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest method.

The Company derecognizes a financial liability from the consolidated statement of financial position when it is extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires).

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Convertible bonds

The convertible bonds issued by the Company can be converted into equity securities at the option of the bond holders. The number of shares to be issued is adjusted according to the fair value of the common shares. The convertible bonds, which are compound financial instruments of bonds and conversion rights, are designated and measured at fair value through profit or loss.

Construction work in progress

Construction work in progress represents the gross unbilled amount expected to be collected from customers for contract work performed to date. It is measured at cost plus profit recognized to date less progress billings and recognized losses. Cost includes all expenditures related directly to specific projects and an allocation of fixed and variable overheads incurred in the Company’s contract activities based on normal operating capacity.

Construction work in progress is presented as part of trade accounts and notes receivable in the consolidated statement of financial position for all contracts in which costs incurred plus recognized profits exceed progress billings. If progress billings exceed costs incurred plus recognized profits, then the difference is presented as amounts due to customers for contract work in the consolidated statement of financial position.

Employee benefits

(a) Short-term employee benefits

Short-term employee benefits are employee benefits that are due to be settled within twelve months after the end of the period in which the employees render the related service. When an employee has rendered service to the Company during an accounting period, the Company recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service as profit or loss. If the Company has a legal or constructive oblitation which can be reliably measured, the Company recognizes the amount of expected payment for profit-sharing and bonuses payable as liabilities.

(b) Other long-term employee benefits

Other long-term employee benefits include employee benefits that are settled beyond 12 months after the end of the period in which the employees render the related service, and are calculated at the present value of the amount of future benefit that employees have earned in return for their service in the current and prior periods, less the fair value of any related assets. The present value is determined by discounting the expected future cash flows using the interest rate of corporate bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. Any actuarial gains and losses are recognized in profit or loss in the period in which they arise.

(c) Retirement benefits: Defined contribution plans

For defined contribution plans, when an employee has rendered service to the Company during a period, the Company recognizes the contribution payable to a defined contribution plan in exchange for that service as an accrued expense, after deducting any contributions

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

already paid. If the contributions already paid exceed the contribution due for service before the end of the reporting period, the Company recognizes that excess as an asset (prepaid expense) to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

(d) Retirement benefits: Defined benefit plans

A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s net obligation in respect of defined benefit plans is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. The fair value of plan assets is deducted. The calculation is performed annually by an independent actuary using the projected unit credit method.

The discount rate is the yield at the reporting date on corporate bonds that have maturity dates approximating the terms of the Company’s obligations and that are denominated in the same currency in which the benefits are expected to be paid. The Company recognizes all actuarial gains and losses arising from actuarial assumption changes and experiential adjustments in other comprehensive income when incurred.

When the fair value of plan assets exceeds the present value of the defined benefit obligation, the Company recognizes an asset, to the extent of the total of cumulative unrecognized past service cost and the present value of any economic benefits available in the form of refunds from the plan or reduction in the future contributions to the plan.

Past service costs, which are the change in the present value of the defined benefits obligation for employee service in prior periods, resulting in the current period from the introduction of, or change to post-employment benefits, are recognized as an expense on a straight-line basis over the average period until the benefits become vested. To the extent that the benefits are already vested immediately following the introduction of, or changes to, a defined benefit plan, the Company recognizes the past service cost immediately.

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows.

Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the reimbursement shall be recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A provision is used only for expenditures for which the provision was originally recognized.

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

A provision for warranties is recognized when the underlying products are sold. The provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.

Regarding provision for construction warranties, warranty period starts from the completion of construction in accordance with construction contracts. If the Company has an obligation for warranties, provision for warranties which are estimated based on historical warranty data are recorded as cost of construction and provision for warranties during the construction period.

Share capital

Common stock is classified as equity and the incremental costs arising directly attributable to the issuance of common stock less their tax effects are deducted from equity.

If the Company reacquires its own equity instruments, the amount of those instruments (“treasury shares”) are presented as a contra equity account. No gain or loss is recognized in profit or loss on the purchase, sale, issuance or cancellation of its own equity instruments. When treasury shares are sold or reissued subsequently, the amount received is recognized as an increase to equity, and the resulting surplus or deficit on the transaction is recorded in capital surplus.

Revenue

Revenue from the sale of goods, services provided and the use of assets is measured at the fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates, which are not significant for all periods presented.

(a) Sale of goods

Revenue from the sale of goods in the ordinary course of activities is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates. Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably. The appropriate timing for transfer of risks and rewards varies depending on the individual terms and conditions of the sales contract. For international sales, this timing depends on the type of international commercial terms of the contract.

(b) Services rendered

Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

(c) Construction contracts

Construction contracts of the Company primarily consist of contracts for the construction of plants and commercial or residential buildings, and revenue recognition for different types of contracts is as follows:

When the outcome of a construction contract can be estimated reliably, contract revenue is recognized in profit or loss in proportion to the stage of completion of the contract. Contract

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

revenue includes the initial amount agreed in the contract plus any variation in contract work, claims and incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably. The stage of completion of a contract is determined based on the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs.

When the outcome of a construction contract cannot be estimated reliably, the revenue is recognized only to the extent of contract costs incurred that it is probable will be recoverable. An expected loss on the construction contract shall be recognized as an expense immediately.

(d) Rental income

Rental income from investment property, net of lease incentives granted, is recognized in profit or loss on a straight-line basis over the term of the lease.

Finance income and finance costs

Finance income comprises interest income on funds invested (including available-for-sale financial assets), dividend income, gains on the disposal of available-for-sale financial assets and changes in the fair value of financial assets at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest rate method. Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established.

Finance costs comprise interest expense on borrowings and changes in the fair value of financial assets at fair value through profit or loss. Borrowing costs are recognized in profit or loss using the effective interest rate method.

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

(a) Current income tax

Current income tax is the expected income tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period and any adjustment to tax payable in respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit of future periods, and non-taxable or non-deductible items from the accounting profit.

(b) Deferred income tax

The measurement of deferred income tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred income tax is recognized, using the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax liability is recognized

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

for all taxable temporary differences. A deferred income tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which they can be utilized. However, deferred income tax is not recognized for the following temporary differences: taxable temporary differences arising on the initial recognition of goodwill, or the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit or loss nor taxable income.

The Company recognizes a deferred income tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and joint ventures, except to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Company recognizes a deferred income tax asset for deductible temporary differences arising from investments in subsidiaries, associates and joint ventures, to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

The carrying amount of a deferred income tax asset is reviewed at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred income tax liabilities and deferred income tax assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period to recover or settle the carrying amount of its assets and liabilities.

Deferred income tax assets and liabilities are offset only if there is a legally enforceable right to offset the related current income tax liabilities and assets, and they relate to income taxes levied by the same tax authority and they intend to settle current income tax liabilities and assets on a net basis.

Earnings per share

Management calculates basic earnings per share (“EPS”) data for the Company’s ordinary shares, which is presented at the end of the statement of comprehensive income. Basic EPS is calculated by dividing profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.

Operating segments

An operating segment is a component of the Company that: a) engages in business activities from which it may earn revenues and incur expenditures, including revenues and expenses that relate to transactions with any of the Company’s other components, b) whose operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and c) for which discrete financial information is available. Management has determined that the CODM of the Company is the CEO.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Segment profit and loss is determined the same way that consolidated net after tax profit for the period is determined under IFRS without any adjustment for corporate allocations. The accounting policies used by each segment are consistent with the accounting policies used in the preparation of the consolidated financial statements. Segment assets and liabilities are measured based on total assets and liabilities in accordance with IFRS without any adjustment for corporate allocations. Also, segment assets and liabilities are based on the separate financial statements of the entities instead of on consolidated basis. In addition, there are varying levels of transactions amongst the reportable segments. These transactions include sales of property, plant and assets, and rendering of construction service and so on. Inter-segment transactions are accounted for on an arm’s length basis.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

New standards and interpretations not yet adopted

The following new standards, interpretations and amendments to existing standards have been published and are mandatory for the Company for annual periods beginning after January 1, 2012, and the Company has not early adopted them.

(a) IFRS No. 10, “Consolidated Financial Statements”

The standard introduces a single control model to determine whether an investee should be consolidated. The standards are effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company has not elected to early adopt this standard.

Adopting the standard from January 1, 2013, the Company may be required to change its consolidation conclusion in respect of its investees as below. The impact of the change is not expected to have a significant impact on the Company’s consolidated financial statements.

Company

Consolidating investees that were not previously consolidated

Daewoo Engineering (THAILAND) Co., Ltd.

Excluding investees that were previously consolidated from the consolidation scope

Postech 2006 Energy Fund, Postech Early Stage Fund

(b) IFRS No. 11, “Joint Arrangements”

The standard classifies joint arrangements into two types — joint operations and joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint venturers) have rights to the net assets of the arrangement. The standard requires a joint operator to recognize and measure the assets and liabilities (and recognize the related revenues and expenses) in relation to its interest in the arrangement in accordance with relevant IFRSs applicable to the particular assets, liabilities, revenues and expenses. The standard requires a joint venturer to recognize an investment and to account for that investment using the equity method. The standards are effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company has not elected to early adopt this standard. Management believes the impact of the amendments on the Company’s consolidated financial statements will not be significant.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) IFRS No. 12, “Disclosure of Interests in Other Entities”

The standard brings together into a single standard all the disclosure requirements about an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The Company is currently assessing the disclosure requirements for interests in subsidiaries, interests in joint arrangements and associates and unconsolidated structured entities in comparison with the existing disclosures. The standard requires the disclosure of information about the nature, risks and financial effects of these interests. The standards are effective for annual periods beginning on or after January 1, 2013 with early adoption permitted. The Company has not elected to early adopt this disclosure standard.

(d) Amendments to IAS No. 19 “Employee Benefits”

The standard requires recognition of actuarial gains and losses immediately in other comprehensive income and to calculate expected return on plan assets based on the rate used to discount the defined benefit obligation. The standard will be applied retrospectively for the Company’s annual periods beginning on or after January 1, 2013. Management believes the impact of the amendments on the Company’s consolidated financial statements will not be significant.

(e) IFRS No. 13 “Fair Value Measurement”

The standard defines fair value and a single framework for fair value, and requires disclosures about fair value measurements. The standard will be applied prospectively for the Company’s annual periods beginning on or after January 1, 2013. Management believes the impact of the amendments on the Company’s consolidated financial statements will not be significant.

(f) Amendments to IAS No. 1 “Presentation of Financial Statements”

The amendments require presenting in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss subsequently (reclassification adjustments). The amendment is mandatorily effective for annual periods beginning on or after July 1, 2012.

(g) Amendments to IAS No. 32 “ Financial Instruments: Presentation” and IFRS No. 7 “ Financial Instruments: Disclosures”

On December 16, 2011 the IASB published amendments to IAS No. 32 “ Financial Instruments: Presentation” to clarify the application of the offsetting of financial assets and financial liabilities requirement. The IASB also published amendments to IFRS No. 7 “ Financial Instruments: Disclosures” including new disclosures requirements regarding the offsetting of financial assets and financial liabilities. These amendments are effective for annual periods beginning on or after January 1, 2014, and January 1, 2013, respectively.

(h) IFRS No. 9, “Financial Instruments”

IFRS No. 9, “ Financial Instruments” , addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS No. 9 was issued in November 2009 and October 2010. It replaces the parts of IAS No. 39 that relate to the classification and measurement of financial instruments. IFRS No. 9 requires financial assets to be classified into two measurement categories: those measured as at fair value and those

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

measured at amortized cost. The determination is made at initial recognition. The classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS No. 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. Management is currently analyzing the effects and intends to adopt IFRS No. 9 for the first financial reporting period beginning in 2013.

4. Financial risk management

The Company has exposure to the following risks from its use of financial instruments:

credit risk

liquidity risk

market risk

capital risk

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital. Further quantitative disclosures are included throughout these consolidated financial statements.

(a) Risk management policy

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

(b) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and investment securities. In addition, credit risk arises from finance guarantees.

The Company implements a credit risk management policy under which the Company only transacts business with counterparties that have a certain level of credit rate evaluated based on financial condition, historical experience, and other factors. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The default risk of a nation or an industry in which a customer operates its business does not have a significant influence on credit risk. The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

The Company establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for companies of similar assets in respect of losses that have been incurred but not yet identified. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. Debt securities are analyzed individually, and an expected loss shall be directly deducted from debt securities.

Credit risk also arises from transactions with financial institutions, and such transactions include transactions of cash and cash equivalents, various deposits, and financial instruments such as derivative contracts. The Company manages its exposure to this credit risk by only entering into transactions with banks that have high international credit ratings. The Company’s Treasury Department authorizes, manages, and overseas new transactions with financial institutions with whom the Company has no previous relationship. Furthermore, the Company limits its exposure to credit risk of financial guarantee contracts by strictly evaluating their necessity based on internal decision making processes, such as the approval of the board of directors.

(c) Liquidity risk management

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s cash flow from business, borrowing or financing is sufficient to meet the cash requirements for the Company’s strategic investments. Management believes that the Company is capable of raising funds by borrowing or financing if the Company is not able to generate cash flow requirements from its operations. The Company has committed borrowing facilities with various banks.

(d) Market risk management

Market risk means that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The goal of market risk management is optimization of profit and controlling the exposure to market risk within acceptable limits.

1) Currency risk

Each segment is influenced by a risk factor of changes in foreign currency exchange rates for the different directions due to the difference in structure of each industry regarding the cash inflows and cash outflows in foreign currency. The steel segment generally has a lack of foreign currency cash outflows, while the engineering and construction segments generally have excessive foreign currency inflows due to the nature of their respective business. Therefore, the result of the business is affected by the changes of foreign exchange rates. The trading segment is structured such that the cash inflows and outflows of foreign currencies are to be offset; however, the trading

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

segment is exposed to a risk of changes in foreign currency exchange rates when there are differences in currencies on receiving and paying the foreign currency amount and time differences.

The Company’s policy in respect of foreign currency risks is a natural hedge whereby foreign currency income is offset with foreign currency expenditures. The remaining net exposures after the natural hedge have been hedged using derivative contracts such as forward exchange contracts. In addition, the Company’s derivative transactions are limited to hedging actual foreign currency transactions and speculative hedging is not permitted. Based on this policy, the Company entities have performed currency risk management specific to various characteristics of different segments. The entities in the steel industry, which has a lack of foreign currency cash flows, has foreign currency borrowings from banks and hedges foreign currency risks of the foreign currency borrowings by using foreign currency swaps. The entities in the engineering and construction segments, which have excessive foreign currency cash flows, have hedged foreign currency risks by using forward exchange contracts. Entities in the trading industry have hedged foreign currency risks by using forward exchange contracts when the foreign currencies received and paid are different.

2) Interest rate risk

The Company mostly borrows at fixed interest rates. The Company’s management monitors interest rate risks regularly.

3) Other market price risk

Equity price risk arises from listed equity securities among available-for-sale equity securities. Management of the Company measures regularly the fair value of listed equity securities and the risk of variance in future cash flow caused by market price fluctuations. Significant investments are managed separately and all buy and sell decisions are approved by management of the Company.

(e) Management of capital risk

The fundamental goal of capital management is the maximization of shareholders’ value by means of the stable dividend policy and the retirement of treasury shares. The capital structure of the Company consists of equity and net debt, deducting cash and cash equivalents and current financial instruments from borrowings. The Company applied the same financial risk management strategy that was applied in the previous period.

The equity attributable to owners as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Total borrowings

26,811,717 24,921,433

Less: Cash and cash equivalents

4,598,682 4,680,526

Net borrowings

22,213,035 20,240,907

Total equity

40,729,920 42,429,418

Net borrowings-to-equity ratio

54.54 % 47.70 %

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

5. Cash and Cash Equivalents

Cash and cash equivalents (which have original maturities of not more than 3 months) as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Cash

23,954 8,595

Demand deposits and checking accounts

1,855,929 1,609,934

Time deposits

2,664,335 2,945,537

Other financial cash equivalents

54,464 116,460

4,598,682 4,680,526

6. Trade Accounts and Notes Receivable

(a) Trade accounts and notes receivable as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Current

Trade accounts and notes receivable

10,265,421 9,865,436

Capital lease receivables

117,230 44,918

Unbilled due from customers for contract work

1,361,416 1,493,709

Less: Allowance for doubtful accounts

(293,552 ) (366,090 )

11,450,515 11,037,973

Non-current

Trade accounts and notes receivable

45,061 52,763

Capital lease receivables

147,634 102,887

Less: Allowance for doubtful accounts

(9,634 ) (13,446 )

183,061 142,204

11,633,576 11,180,177

Trade accounts and notes receivable sold to financial institution, for which the derecognition conditions were not met, amounted to 132,908 million, 80,258 million, as of December 31, 2011 and 2012, respectively, and are included in bank borrowings (note 15).

(b) Capital lease receivables are as follows:

Customer

Contents 2011 2012
(in millions of Won)

Korea Electric Power Corporation

Combined thermal
power cycle 1~4
199,141 147,634

Tenant of EXPO Apartment

Lease contract 65,723 171

264,864 147,805

(c) The gross amount and present value of minimum lease payments as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Less than 1 year

141,670 62,048

1 year – 5 years

169,265 120,135

Greater than 5 year

24,519 11,772

Unrealized interest income

(70,590 ) (46,150 )

Present value of minimum lease payment

264,864 147,805

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

7. Other Receivables and Other Financial Assets

(a) Other receivables as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Current

Short-term loans

367,330 271,067

Other accounts receivable

1,067,163 1,298,878

Accrued income

59,028 71,076

Allowance for bad debt accounts

(60,013 ) (49,582 )

1,433,508 1,591,439

Non-current

Long-term loans

298,106 574,255

Long-term other accounts receivable

86,923 164,289

Accrued income

956 1,204

Allowance for bad debt accounts

(38,584 ) (40,724 )

347,401 699,024

1,780,909 2,290,463

(b) Other short-term financial assets as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Financial assets at fair value through profit or loss

Financial assets held for trading

50,861

Derivatives assets held for trading

92,055 62,720

Available-for-sale financial assets

Short-term available-for-sale securities

31,651 133,656

Held-to-maturity investments

Current portion of held-to-maturity securities (bonds)

876 31,237

Loans and other receivables

Short-term financial instruments ( * 1,2,3)

1,757,744 1,621,668

Deposits

73,343 107,208

Other receivables

221,125 302,738

Allowance for bad debt accounts

(4,893 ) (4,233 )

2,222,762 2,254,994

(*1) As of December 31, 2011 and 2012, short-term financial instruments of 1,670 million and 3,400 million are secured related to long-term borrowings of forestry association, respectively.

(*2) As of December 31, 2011 and 2012, 17,175 million and 12,699 million, respectively, are restricted for use in a government project.

(*3) As of December 31, 2011 and 2012, short-term financial instruments amounting to 7,650 million are provided as collateral for long-term borrowings.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) Other long-term financial assets as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Financial assets at fair value through profit or loss
Derivatives asstes held for trading

16,696 8,634

Available-for-sale financial assets

Long-term available-for-sale securities (equity instruments) ( * 1,2.3)

4,509,197 3,711,169

Long-term available-for-sale securities (bonds)

25,847 26,430

Long-term available-for-sale securities (others)

41,902 43,266

Held-to-maturity investments

Held-to-maturity securities (bonds)

34,698 3,251

Loan and other receivables

Long-term financial instruments

37,732 68,215

Deposits

112,244 110,682

Allowance for bad debt accounts

(45 ) (802 )

4,778,271 3,970,845

(*1) As of December 31, 2012, 2,294,961 shares equivalent to 20,654,653 American Depository Receipts (“ADRs”) of SK Telecom Co., Ltd. have been pledged as collateral for exchangeable bonds issued.

(*2) The Company recorded impairment loss for securities of SK Telecom Co., Ltd. amounting to 503,058 million prior to January 1, 2010. During the year ended December 31, 2011, there was a further significant decline in the fair value of shares of SK Telecom Co., Ltd. for a prolonged period, which was considered as objective evidence of impairment. As a result, an impairment losses of 107,377 million was recognized in profit or loss in 2011.

During the year ended December 31, 2012, there was a further significant decline in the fair value of shares of Jupiter mines Ltd., SK Telecom Co., Ltd. and others for a prolonged period, which was considered as objective evidence of impairment. As a result, an impairment losses of 224,171 million was recognized in profit or loss during the year ended December 31, 2012.

(*3) As of December 31, 2012, 28,354 million of long-term available-for-sale securities have been provided as collateral.

8. Inventories

(a) Inventories as of December 31, 2012 and 2011 are as follows:

2011 2012
(in millions of Won)

Finished goods

1,556,573 1,475,832

Merchandise

1,185,496 703,923

Semi-finished goods

2,163,124 1,876,196

Raw materials

2,563,837 2,425,367

Fuel and materials

758,333 893,137

Construction inventories

1,245,546 1,324,873

Materials-in-transit

2,857,434 2,007,106

Others

168,895 93,007

12,499,238 10,799,441

Less: allowance for inventories valuation

(215,594 ) (214,795 )

12,283,644 10,584,646

The amounts of valuation losses of inventories recognized within cost of goods sold during the years ended December 31, 2010, 2011 and 2012 were 38,762 million, 140,391 million and 76,483 million, respectively. The amounts of write-off during years ended December 31, 2010, 2011 and 2012 were 15,723 million, 10,736 million and 71,456 million, respectively. There were no significant reversals of inventory write-downs recognized during the periods presented.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

9. Non-Current Assets Held for Sale

Details of non-current assets held for sale and related liabilities as of December 31, 2011 and 2012 are as follows:

2011 2012
POSCO (*1) Subsidiaries (*2) Total Subsidiaries (*3,4)
(in millions of Won)

Assets

Trade accounts and notes receivable and other financial assets

63,154 63,154

Inventories

23,186 23,186

Property, plant and equipment

16,887 172,538 189,425 1,190

Intangible assets

7,389 7,389

Other assets

45,883 45,883

16,887 312,150 329,037 1,190

Liabilities

Trade accounts and note payables and other financial liabilities

28,509 28,509

Borrowings

144,920 144,920

Other liabilities

53,178 53,178

226,607 226,607

Net assets

16,887 85,543 102,430 1,190

(*1) POSCO determined to dispose of equipment of existing steel manufacturing plants due to the completion and expected use of a new plant. The relevant equipment was reclassified as non-current assets held for sale at December 31, 2011. Some of those non-current assets held for sale were disposed of by sale, and others were reclassified as property, plant and equipment due to the cancelation of plans to sell during the year ended December 31, 2012. POSCO recognized a gain of 1,150 million and a loss of 9,391 million from the assets held for sale during the year ended December 31, 2012.

(*2) The Company determined to dispose of Daewoo Cement (Shandong) Co., Ltd., a subsidiary of Daewoo International Corporation, one of POSCO’s subsidiaries, in order to close down a non-core business and collect long-term receivables and securities, pursuant to the board of director’s resolution on July 28, 2011. Daewoo International Corporation entered into a sales contract with China United Cement Group Co., Ltd. on August 9, 2011 and completed the disposal of relevant non-current assets held for sale on June 28, 2012. The Company recognized a gain on disposal of assets held for sale of 146,309 million.

(*3) The Company determined to dispose of the shares of Kyobo Life Insurance Co., Ltd., an associate of Daewoo International Corporation, one of the Company’s subsidiaries, in order to secure investment funds and improve the Company’s financial structure. The investment was reclassified as a non-current asset held for sale at the beginning of the bidding process that started during the six-month period ended June 30, 2012. The amount measured at the lower of its carrying amount and fair value less costs to sell of Kyobo Life Insurance Co., Ltd. was 1,150,720 million as of June 30, 2012. The Company recorded an impairment loss for the non-current assets held for sale of 258,381 million as of June 30, 2012. The transaction was completed on September 5, 2012. The Company recognized a gain on disposal of assets held for sale of 45,874 million.

(*4) POSCOAST CO., LTD. determined to dispose of its land and building and classified as non-current assets held for sale as of December 31, 2012. The amount measured at the lower of those carrying amount and fair value less costs to sell of certain land and building was 1,190 million, the Company recorded impairment loss for the non-current assets held for sale of 70 million.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

10. Investments in Associates

(a) Details of investments in associates as of December 31, 2011 and 2012 are as follows:

2011 2012

Company

Book value Number of
shares
Ownership
(%)
Acquisition
cost
Book value
(in millions of Won)

[Domestic]

Kyobo Life Insurance Co., Ltd. ( * 1)

1,377,114

Sungjin Geotec Co., Ltd.

194,942 17,193,510 33.02 239,877 181,361

SNNC Co., Ltd.

154,131 18,130,000 49.00 90,650 147,539

POSCO-ESM Co., Ltd. ( * 2)

1,000,000 50.00 43,000 42,388

Busan-Gimhae Light Rail Transit Co., Ltd.

34,227 9,160,000 25.00 45,800 7,601

Cheongna IBT Co., Ltd. ( * 3)

35,564

Blue ocean PEF

35,971 333 27.52 33,300 33,839

METAPOLIS Co., Ltd. ( * 4)

15,674 4,229,280 40.05 15,410

POSMATE Co., Ltd.

22,409 411,573 45.15 28,258 46,204

CHUNGJU ENTERPRISE
CITY DEVELOPMENT Co., LTD.

21,026 2,008,000 25.10 10,040 29,414

MIDAS Information Technology Co., Ltd. ( * 5)

12,476

Poscochemtech Mitsubishi Carbon Tech ( * 6)

2,892,000 60.00 28,920 28,060

UI trans Co., Ltd

3,610 3,536,394 41.89 17,682 16,444

Incheongimpo Highway Co., Ltd.

3,500 3,071,147 29.94 15,356 13,680

Garolim Tidal Power Plant Co., Ltd

11,995 2,580,039 32.13 12,900 11,544

Others

62,926 52,925

1,985,565 610,999

[Foreign]

Roy Hill Holdings Pty Ltd. ( * 7)

12,723,959 12.50 551,979 527,129

POSCO-NPS Niobium LLC

374,868 325,050,000 50.00 364,609 348,646

AMCI (WA) Pty Ltd.

168,212 49 49.00 213,446 123,018

CSP(Compania Siderurgica do Pecem)

124,231 415,729,274 20.00 265,740 214,761

Nickel Mining Company SAS

168,292 3,234,698 49.00 157,585 146,699

KOBRASCO

128,884 2,010,719,185 50.00 32,950 113,847

KOREA LNG Ltd.

127,901 2,400 20.00 137,993 99,976

Eureka Moly LLC

109,772 20.00 232,397 213,136

DMSA, AMSA

119,556 4.00 133,177 124,326

BX STEEL POSCO Cold RolledSheet
Co., Ltd.

95,577 25.00 61,961 92,888

CAML Resources Pty. Ltd.

55,465 3,239 33.34 40,388 62,227

South-East Asia Gas Pipeline Company Ltd.

136,175 135,219,000 25.04 150,779 144,831

Poschrome Pty. Ltd.

24,674 43,350 50.00 19,892 21,324

USS-POSCO Industries ( * 4)

16,880 50.00 277,715

NCR LLC

24,107 29.40 31,110 39,303

Others

171,500 156,151

1,846,094 2,428,262

3,831,659 3,039,261

(*1) The Company determined to dispose of the shares of Kyobo Life Insurance Co., Ltd., an associate of Daewoo International Corporation, one of the Company’s subsidiaries, in order to secure investment funds and improve its financial structure. The transaction was completed in September 2012.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(*2) This entity was newly established during the year ended December 31, 2012.

(*3) Excluded from associates as the contract on entrusted voting rights expired during the year ended December 31, 2012.

(*4) As the Company’s share of losses exceeded its interest in this entity, the carrying amount of that interest was reduced to nil and the recognition of further losses was discontinued. Unrecognized losses in this entity are 17,952 million during the year ended December 31, 2012.

(*5) Excluded from associates due to disposal during the year ended December 31, 2012.

(*6) The Company is not able to exercise significant influence on the investee even though the Company’s percentage of ownership of above 50%.

(*7) This entity was acquired during the year ended December 31, 2012.

(b) The movements of investments in associates for the years ended December 31, 2011 and 2012 are as follows:

1) December 31, 2011

Company

Dec. 31, 2010
Book value
Share of
profits (losses)
Other increase
(decrease) (*1)
Dec. 31, 2011
Book value
(in millions of Won)

[Domestic]

Kyobo Life Insurance Co., Ltd.

1,314,808 82,450 (20,144 ) 1,377,114

Sungjin Geotec Co., Ltd.

227,245 (33,650 ) 1,347 194,942

SNNC Co., Ltd.

145,466 49,605 (40,940 ) 154,131

Busan-Gimhae Light Rail Transit Co., Ltd.

42,151 (7,924 ) 34,227

Cheongna IBT Co., Ltd.

39,607 (4,043 ) 35,564

Blue ocean PEF

1,478 34,493 35,971

METAPOLIS Co., Ltd.

32,666 (16,992 ) 15,674

POSMATE Co., Ltd.

20,989 3,141 (1,721 ) 22,409

CHUNGJU ENTERPRISE CITY DEVELOPMENT CO., LTD.

21,317 (146 ) (145 ) 21,026

MIDAS Information Technology Co., Ltd.

9,457 3,089 (70 ) 12,476

UI trans Co., Ltd.

3,920 (1,906 ) 1,596 3,610

Incheongimpo Highway Co., Ltd.

3,049 (245 ) 696 3,500

Garolim Tidal Power Plant Co., Ltd.

10,881 (164 ) 1,278 11,995

Others

129,405 (5,064 ) (61,415 ) 62,926

2,000,961 69,629 (85,025 ) 1,985,565

[Foreign]

POSCO-NPS Niobium LLC

5,658 369,210 374,868

AMCI (WA) Pty Ltd.

213,446 (32,879 ) (12,355 ) 168,212

CSP (Compania Siderurgica do Pecem)

(1,661 ) 125,892 124,231

Nickel Mining Company SAS

180,671 (7,073 ) (5,306 ) 168,292

KOBRASCO

141,939 36,911 (49,966 ) 128,884

KOREA LNG Ltd.

133,793 8,026 (13,918 ) 127,901

Eureka Moly LLC

109,177 (754 ) 1,349 109,772

DMSA, AMSA

100,536 38 18,982 119,556

BX STEEL POSCO Cold RolledSheet Co., Ltd.

89,313 1,797 4,467 95,577

CAML Resources Pty. Ltd.

67,401 15,517 (27,453 ) 55,465

South-East Asia Gas Pipeline Company Ltd.

56,636 (25 ) 79,564 136,175

Poschrome Pty. Ltd.

29,201 1,422 (5,949 ) 24,674

USS-POSCO Industries

40,000 (31,585 ) 8,465 16,880

NCR LLC

23,931 (85 ) 261 24,107

Others

119,420 (14,367 ) 66,447 171,500

1,305,464 (19,060 ) 559,690 1,846,094

3,306,425 50,569 474,665 3,831,659

(*1) Other increase or decrease represents the changes in investment in associates due to acquisitions, disposals, dividends received, change in capital adjustments arising from translations of financial statements of foreign investees and others.

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) December 31, 2012

Company

Dec. 31, 2011
Book value
Share of
profits (losses)
Other increase
(decrease) ( * 1)
Dec. 31, 2012
Book value
(in millions of Won)

[Domestic]

Kyobo Life Insurance Co., Ltd.

1,377,114 37,038 (1,414,152 )

Sungjin Geotec Co., Ltd.

194,942 (17,162 ) 3,581 181,361

SNNC Co., Ltd.

154,131 15,157 (21,749 ) 147,539

POSCO-ESM Co., Ltd.

(560 ) 42,948 42,388

Busan-Gimhae Light Rail Transit Co., Ltd.

34,227 (26,626 ) 7,601

Cheongna IBT Co., Ltd.

35,564 (729 ) (34,835 )

Blue ocean PEF

35,971 (4,542 ) 2,410 33,839

METAPOLIS Co., Ltd.

15,674 (15,674 )

POSMATE Co., Ltd.

22,409 2,158 21,637 46,204

CHUNGJU ENTERPRISE CITY DEVELOPMENT Co., LTD.

21,026 8,534 (146 ) 29,414

MIDAS Information Technology Co., Ltd.

12,476 1,530 (14,006 )

Poscochemtech Mitsubishi Carbon Tech

(860 ) 28,920 28,060

UI trans Co., Ltd.

3,610 1,268 11,566 16,444

Incheongimpo Highway Co., Ltd.

3,500 (377 ) 10,557 13,680

Garolim Tidal Power Plant Co., Ltd.

11,995 (451 ) 11,544

Others

62,926 (3,842 ) (6,159 ) 52,925

1,985,565 (5,138 ) (1,369,428 ) 610,999

[Foreign]

Roy Hill Holdings Pty Ltd.

(16,537 ) 543,666 527,129

POSCO-NPS Niobium LLC

374,868 19,199 (45,421 ) 348,646

AMCI (WA) Pty Ltd.

168,212 (38,706 ) (6,488 ) 123,018

CSP (Compania Siderurgica do Pecem)

124,231 (2,520 ) 93,050 214,761

Nickel Mining Company SAS

168,292 (12,795 ) (8,798 ) 146,699

KOBRASCO

128,884 28,792 (43,829 ) 113,847

KOREA LNG Ltd.

127,901 12,697 (40,622 ) 99,976

Eureka Moly LLC

109,772 103,364 213,136

DMSA, AMSA

119,556 (1,176 ) 5,946 124,326

BX STEEL POSCO Cold RolledSheet Co., Ltd.

95,577 2,650 (5,339 ) 92,888

CAML Resources Pty. Ltd.

55,465 11,390 (4,628 ) 62,227

South-East Asia Gas Pipeline Company Ltd.

136,175 8,656 144,831

Poschrome Pty. Ltd.

24,674 (311 ) (3,039 ) 21,324

USS-POSCO Industries

16,880 (5,933 ) (10,947 )

NCR LLC

24,107 (452 ) 15,648 39,303

Others

171,500 (13,862 ) (1,487 ) 156,151

1,846,094 (17,564 ) 599,732 2,428,262

3,831,659 (22,702 ) (769,696 ) 3,039,261

(*1) Other increase or decrease represents the changes in investments in associates due to acquisitions, disposals, dividends received, change in capital adjustments arising from translations of financial statements of foreign investees and others.

(c) The fair value of investments in associates for which there are published price quotations as of December 31, 2012 are as follows:

Company

Fair value
(in millions of Won)

Sungjin Geotec Co., Ltd.

184,830

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(d) Summarized financial information of associates as of and for the years ended December 31, 2011 and 2012 are as follows:

1) December 31, 2011

Company

Assets Liabilities Equity Sales Net income (loss)
(in millions of Won)

[Domestic]

Kyobo Life Insurance Co., Ltd.

60,828,181 55,786,580 5,041,601 11,610,607 487,785

Sungjin Geotec Co., Ltd.

717,665 611,548 106,117 663,879 (58,894 )

SNNC Co., Ltd.

610,059 269,318 340,741 473,173 81,246

Busan-Gimhae Light Rail Transit Co., Ltd.

817,402 680,492 136,910 3,690 (31,696 )

Cheongna IBT Co., Ltd.

433,306 263,377 169,929 305 (20,527 )

Blue ocean PEF

385,060 254,353 130,707 79,583 5,371

METAPOLIS Co., Ltd.

579,241 534,775 44,466 21,333 (36,861 )

POSMATE Co., Ltd.

90,403 15,317 75,086 116,021 8,592

CHUNGJU ENTERPRISE CITY DEVELOPMENT CO., LTD.

302,887 256,485 46,402 67,459 2,099

MIDAS Information Technology Co., Ltd.

73,939 24,178 49,761 50,501 9,411

UI trans Co., Ltd.

30,292 17,279 13,013 (831 )

Incheongimpo Highway Co., Ltd.

14,690 1,518 13,172 (911 )

Garolim Tidal Power Plant Co., Ltd.

37,626 293 37,333 (510 )

[Foreign]

POSCO-NPS Niobium LLC

749,737 749,737 11,433 11,317

CSP(Compania Siderurgica do Pecem)

622,810 1,657 621,153 (1,302 )

Nickel Mining Company SAS

496,518 94,900 401,618 142,456 (12,983 )

KOBRASCO

314,458 56,691 257,767 130,725 73,978

KOREA LNG Ltd.

24,169 10,492 13,677 95,385 92,600

DMSA, AMSA

5,807,261 3,979,755 1,827,506 939 939

BX STEEL POSCO Cold RolledSheet
Co., Ltd.

1,099,540 745,318 354,222 1,421,784 7,188

CAML Resources Pty. Ltd.

217,677 105,456 112,221 278,778 46,567

South-East Asia Gas Pipeline
Company Ltd.

596,972 53,140 543,832 (99 )

Poschrome Pty. Ltd.

61,740 4,129 57,611 96,785 1,028

USS-POSCO Industries

470,963 434,722 36,241 1,062,110 (61,478 )

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) December 31, 2012

Company

Assets Liabilities Equity Sales Net income (loss)
(in millions of Won)

[Domestic]

Sungjin Geotec Co., Ltd.

763,581 632,999 130,582 703,236 (29,219 )

SNNC Co., Ltd.

577,273 261,781 315,492 379,230 16,959

POSCO-ESM Co., Ltd.

69,287 16,067 53,220 (1,422 )

Busan-Gimhae Light Rail Transit Co., Ltd.

787,011 756,606 30,405 16,811 (106,668 )

Blue ocean PEF

347,298 224,338 122,960 429,210 (16,504 )

METAPOLIS Co., Ltd.

521,942 512,720 9,222 21,063 (35,244 )

POSMATE Co., Ltd.

118,077 14,580 103,497 104,705 9,587

CHUNGJU ENTERPRISE CITY DEVELOPMENT CO., LTD.

333,716 250,540 83,176 229,271 36,971

Poscochemtech Mitsubishi Carbon Tech

47,014 247 46,767 (1,433 )

UI trans Co., Ltd.

50,932 12,822 38,110 (880 )

Incheongimpo Highway Co., Ltd.

44,714 334 44,380 (1,323 )

Garolim Tidal Power Plant Co., Ltd.

37,476 1,546 35,930 (1,404 )

[Foreign]

Roy Hill Holdings Pty Ltd.

1,404,336 105,340 1,298,996 (146,321 )

POSCO-NPS Niobium LLC

697,431 140 697,291 38,412

CSP(Compania Siderurgica do Pecem)

1,088,105 16,551 1,071,554 (12,622 )

Nickel Mining Company SAS

445,344 91,266 354,078 120,224 (33,981 )

KOBRASCO

231,524 3,831 227,693 121,619 56,282

KOREA LNG Ltd.

545,841 64 545,777 109,992 107,953

DMSA, AMSA

7,935,489 5,906,301 2,029,188 (29,407 )

BX STEEL POSCO Cold RolledSheet Co., Ltd.

922,932 579,140 343,792 1,506,012 2,296

CAML Resources Pty. Ltd.

209,717 70,502 139,215 284,134 34,162

South-East Asia Gas Pipeline Company Ltd.

1,341,510 763,116 578,394

Poschrome Pty. Ltd.

53,900 3,582 50,318 89,962 (899 )

USS-POSCO Industries

420,767 459,681 (38,914 ) 990,356 (52,287 )

(e) Details of significant joint venture as of December 31, 2012 are as follows:

Operation Ownership Location

Mt. Thorley J/V

Mine development 20 % Australia

POSMAC J/V

Mine development 20 % Australia

CD J/V

Mine development 5 % Australia

RUM J/V

Mine development 10 % Australia

11. Investment Property, Net

(a) Investment property as of December 31, 2011 and 2012 are as follows:

2011 2012
Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Book value Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Book value
(in millions of Won)

Land

280,634 (61,157 ) 219,477 252,846 (41,464 ) 211,382

Buildings

475,971 (174,238 ) 301,733 490,657 (186,154 ) 304,503

Structures

10,300 (3,977 ) 6,323 9,448 (4,142 ) 5,306

Total

766,905 (239,372 ) 527,533 752,951 (231,760 ) 521,191

As of December 31, 2012, the fair value of investment property is 820,864 million, among which the Company evaluated investment property of 7 subsidiaries including International Business Center Corporation as its book value amounted to 64,653 million since it is believed that fair value is approximately same as book value.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) Changes in the carrying value of investment property for the years ended December 31, 2011 and 2012 were as follows:

1) For the year ended December 31, 2011

Beginning Acquisitions Business
combination
Disposals Depreciation (*1) Others (*2) Ending
(in millions of Won)

Land

211,464 41,243 94 (57,905 ) (14,010 ) 38,591 219,477

Buildings

278,361 109,757 (56,953 ) (22,783 ) (6,649 ) 301,733

Structures

3,540 6,072 (640 ) (2,649 ) 6,323

Total

493,365 157,072 94 (114,858 ) (37,433 ) 29,293 527,533

(*1) Impairment losses of investment property amounted to 23,048 million are included.

(*2) Includes reclassification resulting from changing purpose of use, adjustment of foreign currency translation difference and others.

2) For the year ended December 31, 2012

Beginning Acquisitions Business
combination
Disposals Depreciation (*1) Others (*2) Ending
(in millions of Won)

Land

219,477 15,832 1,442 (38,575 ) (475 ) 13,681 211,382

Buildings

301,733 13,857 1,560 (6,730 ) (15,044 ) 9,127 304,503

Structures

6,323 (322 ) (695 ) 5,306

Total

527,533 29,689 3,002 (45,305 ) (15,841 ) 22,113 521,191

(*1) Impairment losses of investment property amounted to 1,053 million are included.

(*2) Includes reclassification resulting from changing purpose of use, adjustment of foreign currency translation difference and others.

12. Property, Plant and Equipment, Net

(a) Property, plant and equipment as of December 31, 2011 and 2012 are as follows:

2011 2012
Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Government
grants
Book
value
Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Government
grants
Book
value
(in millions of Won)

Land

2,549,178 2,549,178 2,658,401 (11,979 ) 2,646,422

Buildings

6,664,004 (2,644,172 ) (3 ) 4,019,829 7,120,322 (2,951,420 ) (100 ) 4,168,802

Structures

3,761,535 (1,500,808 ) (290 ) 2,260,437 3,997,124 (1,676,669 ) (274 ) 2,320,181

Machinery and equipment

34,392,737 (18,211,863 ) (1,490 ) 16,179,384 36,217,492 (19,684,338 ) (950 ) 16,532,204

Vehicles

272,249 (205,478 ) (28 ) 66,743 279,650 (219,489 ) (7 ) 60,154

Tools

323,511 (242,612 ) (22 ) 80,877 331,870 (261,972 ) (47 ) 69,851

Furniture and fixtures

466,225 (296,120 ) (416 ) 169,689 526,396 (342,706 ) (310 ) 183,380

Capital lease assets

72,426 (33,884 ) 38,542 105,241 (48,017 ) 57,224

Construction-in-progress

3,151,924 (63,419 ) 3,088,505 6,238,161 6,238,161

Total

51,653,789 (23,134,937 ) (65,668 ) 28,453,184 57,474,657 (25,196,590 ) (1,688 ) 32,276,379

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) The changes in carrying value of property, plant and equipment as for the years ended December 31, 2011 and 2012 were as follows:

1) For the year ended December 31, 2011

Beginning Acquisitions (*1) Business
combination
Disposals Depreciation (*2) Others (*3) Ending
(in millions of Won)

Land

2,011,851 450,151 92,806 (55,751 ) 50,121 2,549,178

Buildings

3,551,163 701,166 38,382 (38,755 ) (278,097 ) 45,970 4,019,829

Structures

2,070,189 289,524 8,961 (10,775 ) (163,072 ) 65,610 2,260,437

Machinery and equipment

13,777,382 2,892,960 204,871 (45,950 ) (1,605,342 ) 955,463 16,179,384

Vehicles

64,173 21,041 1,981 (1,795 ) (17,894 ) (763 ) 66,743

Tools

75,437 38,477 2,259 (1,477 ) (37,743 ) 3,924 80,877

Furniture and fixtures

124,677 66,297 1,995 (1,657 ) (28,249 ) 6,626 169,689

Capital Lease Assets

43,106 8,029 20 (145 ) (14,081 ) 1,613 38,542

Construction-in-progress

3,719,762 4,593,524 10,536 (5,235,317 ) 3,088,505

Total

25,437,740 9,061,169 361,811 (156,305 ) (2,144,478 ) (4,106,753 ) 28,453,184

(*1) Acquisition includes assets transferred from construction-in-progress.

(*2) Impairment losses of property, plant and equipment amounted to 25,852 million are included.

(*3) Includes reclassification for changing purpose of use, adjustment of foreign currency translation difference and others.

2) For the year ended December 31, 2012

Beginning Acquisitions (*1) Business
combination
Disposals Depreciation (*2) Others (*3) Ending
(in millions of Won)

Land

2,549,178 153,031 2,377 (26,793 ) (31,371 ) 2,646,422

Buildings

4,019,829 342,088 12,210 (29,756 ) (298,978 ) 123,409 4,168,802

Structures

2,260,437 256,958 (24,308 ) (199,970 ) 27,064 2,320,181

Machinery and equipment

16,179,384 2,016,572 5,804 (209,357 ) (1,774,051 ) 313,852 16,532,204

Vehicles

66,743 16,777 141 (1,244 ) (20,705 ) (1,558 ) 60,154

Tools

80,877 21,833 411 (1,081 ) (36,026 ) 3,837 69,851

Furniture and fixtures

169,689 72,052 76 (3,369 ) (65,074 ) 10,006 183,380

Capital Lease Assets

38,542 535 (236 ) (9,154 ) 27,537 57,224

Construction-in-progress

3,088,505 6,423,131 (3,273,475 ) 6,238,161

Total

28,453,184 9,302,977 21,019 (296,144 ) (2,403,958 ) (2,800,699 ) 32,276,379

(*1) Acquisition includes assets transferred from construction-in-progress.

(*2) Impairment losses of property, plant and equipment amounted to 12,977 million are included.

(*3) Includes reclassification for changing purpose of use, adjustment of foreign currency translation difference and others.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) Borrowing costs capitalized and the capitalized interest rate for the years ended December 31, 2011 and 2012 were as follows:

2011 2012
(in millions of Won)

Weighted average expenditure

1,433,877 3,131,866

Borrowing costs capitalized

78,777 101,794

Capitalization rate

5.49 % 3.25 %

(d) Pledged as collateral assets

Collateral right holder

2011 2012
(in millions of Won)

Land (*1)

Korean Development Bank and others 381,096 545,654

Buildings and structures (*1)

Korean Development Bank and others 139,169 327,757

Machinery and equipment

Korean Development Bank and others 218,816 1,285,452

Construction-in-progress

The Export-Import Bank of Korea and others 1,486,745

739,081 3,645,608

(*1) Investment properties are included.

(e) Based on an asset life study performed in 2011, the Company changed the estimated useful life of certain machinery and equipments in its steel business from 8 years to 15 years. During the year ended December 31, 2011, the depreciation costs decreased by 1,227,169 million as a result of this change in the estimated useful life.

13. Goodwill and Other Intangible Assets

(a) Goodwill and other intangible assets as of December 31, 2011 and 2012 are as follows:

2011 2012
Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Government
grants
Book
value
Acquisition
cost
Accumulated
depreciation
and
impairment
loss
Government
grants
Book
value
(in millions of Won)

Goodwill

1,671,775 (14,958 ) 1,656,817 1,735,879 (22,188 ) 1,713,691

Intellectual property rights

285,166 (10,259 ) 274,907 317,748 (41,448 ) (1,154 ) 275,146

Premium in rental

151,747 (12,603 ) 139,144 151,116 (13,383 ) 137,733

Development expense

90,109 (42,458 ) (2,068 ) 45,583 127,856 (65,367 ) (1,558 ) 60,931

Port facilities usage rights

410,077 (315,331 ) 94,746 410,023 (326,901 ) 83,122

Exploration and evaluation assets

501,374 (28,182 ) 473,192 509,581 (29,853 ) 479,728

Mining development assets

1,414,315 1,414,315 1,643,306 1,643,306

Customer relationships

865,036 (57,968 ) 807,068 862,217 (111,485 ) 750,732

Other intangible assets

710,257 (371,097 ) (4 ) 339,156 921,277 (403,302 ) (3 ) 517,972

Total

6,099,856 (852,856 ) (2,072 ) 5,244,928 6,679,003 (1,013,927 ) (2,715 ) 5,662,361

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) The changes in carrying value of goodwill and other intangible assets for the years ended December 31, 2011 and 2012 were as follows:

1) For the year ended December 31, 2011

Increase Decrease
Beginning Acquisitions Development Business
Combination
Disposals Amortization Impairment
loss
Others ( * 3) Ending
(in millions of Won)

Goodwill ( * 1)

1,447,743 224,032 (14,958 ) 1,656,817

Intellectual property rights

119,100 171,402 (7,544 ) (16,258 ) 8,207 274,907

Premium in rental ( * 2)

159,761 15,355 9 (3,457 ) (8,391 ) (24,133 ) 139,144

Development expense

49,275 13,978 252 688 (44 ) (20,092 ) 1,526 45,583

Port facilities usage rights

108,161 (13,130 ) (285 ) 94,746

Exploration and evaluation assets

594,464 10,151 (38,563 ) (92,860 ) 473,192

Mining development assets

1,058,354 357,681 (96 ) (1,624 ) 1,414,315

Customer relationships

778,080 75,836 (46,848 ) 807,068

Other intangible assets

304,231 95,557 8,160 (5,684 ) (28,569 ) (34,539 ) 339,156

4,619,169 664,124 252 308,725 (55,388 ) (133,288 ) (14,958 ) (143,708 ) 5,244,928

(*1) Acquisition amounts include goodwill amounting to 119,260 million related to the acquisition of POSCO Thainox Co., Ltd. in 2011. An impairment loss of 14,958 million is related to the negative capital of DAESAN (CAMBODIA) Co. Ltd.

(*2) Premium in rental includes memberships with indefinite useful lives.

(*3) Includes translation adjustment and reclassifications.

2) For the year ended December 31, 2012

Increase Decrease
Beginning Acquisitions Development Business
Combination
Disposals Amortization Impairment
loss
Others ( * 3) Ending
(in millions of Won)

Goodwill ( * 1)

1,656,817 77,298 (7,230 ) (13,194 ) 1,713,691

Intellectual property rights

274,907 30,352 1 (1,375 ) (24,829 ) (3,910 ) 275,146

Premium in rental ( * 2)

139,144 13,498 622 (10,038 ) (544 ) (12,336 ) 7,387 137,733

Development expense

45,583 1,466 26,066 (148 ) (23,011 ) 10,975 60,931

Port facilities usage rights

94,746 (11,624 ) 83,122

Exploration and evaluation assets

473,192 7,349 (1,671 ) 858 479,728

Mining development assets

1,414,315 228,991 1,643,306

Customer relationships

807,068 (53,517 ) (2,819 ) 750,732

Other intangible assets

339,156 193,561 17 26,748 (652 ) (44,466 ) (9 ) 3,617 517,972

5,244,928 475,217 26,083 104,669 (12,213 ) (157,991 ) (21,246 ) 2,914 5,662,361

(*1) Acquisition amounts include goodwill amounting to 77,298 million related to the acquisition of PONUTech Co., Ltd.

(*2) Premium in rental includes memberships with indefinite useful lives.

(*3) Includes translation adjustment and reclassifications.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) For the purpose of impairment testing, goodwill is allocated to individual operating entities determined to be CGUs. The goodwill amount as of December 31, 2011 and 2012 are as follows:

Reporting segments

Total number of CGUs
2011 2012

CGUs

2011 2012
(in millions of Won)

Steel

11 11 POSCO-Thainox Public Company Limited. ( * 3) 119,260 109,779
POSCO VST Co., Ltd. 36,955 36,955
Others ( * 4) 21,322 14,096

Trading

3 3 Daewoo International Corporation ( * 1) 1,163,922 1,163,922
Others 13,316 11,906

E&C

1 3 POSCO Engineering Company ( * 2) 194,637 194,637
EPC EQUITIES LLP 49,931 47,913
Others 11,796 11,291

Others

8 10 PONUTech Co., Ltd 77,298
POSCO ENERGY Co., Ltd. 26,471 26,471
Others 19,207 19,423

Total

25 27 1,656,817 1,713,691

(*1) Recoverable amounts of Daewoo International Corporation were determined based on value-in-use. As of December 31, 2012, value-in-use is estimated by applying 7.60% discount rate and 2.8% terminal growth rate with 5 years, the period for the estimated future cash flows, based on management`s business plan. No impairment loss of goodwill was recognized during the year ended December 31, 2012 as the recoverable amount exceeded the carrying value of the CGU.

The estimated recoverable amount of CGU exceeded the carrying value by 1,087,136 million. Value-in-use of the CGU was affected by the assumption such as discount rate and terminal growth used in discount cash flow model. When the discount rate increases by 0.25%, value-in-use will be decreased by 4.43% and when the terminal growth rate decreases by 0.25%, value-in-use will be decreased by 3.80%. There is no effect on the impairment loss of the goodwill.

Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

(*2) Recoverable amounts of POSCO Engineering Company were determined based on value-in-use. As of December 31, 2012, value-in-use is estimated by applying 11.15% discount rate and 1% terminal growth rate with 5 years, the period for the estimated future cash flows based on management’s business plan. No impairment loss of goodwill was recognized during the year ended December 31, 2012 as the recoverable amount exceeded the carrying value of the CGU.

The estimated recoverable amounts of CGU exceeded the carrying value by 171,253 million. Value-in-use of the CGU was affected by the assumption such as discount rate and terminal growth used in discount cash flow model. When the discount rate increases by 0.25%, value-in-use will be decreased by 2.91% and when the terminal growth rate decreases by 0.25%, value-in-use will be decreased by 1.88%. There is no effect on the impairment loss of the goodwill.

Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

(*3) Recoverable amounts of POSCO-Thainox Public Company Limited were determined based on fair value, which was calculated with 30% control premium added to the current stock price as of December 31, 2012. No impairment loss of goodwill was recognized since on the recoverable amount is higher than carrying value of the CGU as of December 31, 2012.

(*4) The Company recognized goodwill impairment loss of 7,230 million, which was occurred when POSCONST CO., LTD. merged into POSCOAST CO., LTD. for the year ended December 31, 2012.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

14. Other Assets

Other current assets and other long-term assets as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Other current assets

Advance payment

1,035,846 1,205,969

Prepaid expenses

180,369 189,647

Others

3,927 2,564

1,220,142 1,398,180

Other long-term assets

Long-term advance payment

2,895 2,119

Long-term prepaid expenses

190,741 178,934

Others ( * 1)

436,651 212,733

630,287 393,786

(*1) The guarantee deposits of 257,878 million related to the Australia Roy Hill iron ore mine as of December 31, 2011 were transferred to investments in associates during the year ended December 31, 2012.

15. Borrowings

(a) Short-term borrowings and current portion of long-term borrowings as of December 31, 2011 and 2012 are as follows:

Bank

Interest
rate (%)
2011 2012
(in millions of Won)

Short-term borrowings

Bank overdrafts

BOA, others 0.4~1.0 233,804 123,685

Short-term borrowings ( * 1)

Shinhan Bank, others 0.3~13.0 9,339,182 7,586,993

9,572,986 7,710,678

Current portion of long-term liabilities

Current portion of long-term borrowings ( * 1)

Korean Development Bank, others 0.5 ~6.0 428,409 898,564

Current portion of foreign loan

NATIXIS 2.0 951 901

Current portion of debentures ( * 1)

Korean Development Bank, others 1.9 ~7.0 790,050 1,899,430

Less : Current portion of discount on debentures issued

(886 ) (2,644 )

Add : Premium on debentures redemption

2,419

1,218,524 2,798,670

10,791,510 10,509,348

(*1) Property, plant and equipment, short-term financial assets, available-for-sale financial assets and other assets amounting to 3,629,296 million, 11,050 million, 624,187 million and 65 million, respectively, are provided as collateral related to short-term borrowings, long-term borrowings and debentures.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) Long-term borrowings, excluding current portion as of December 31, 2011 and 2012 are as follows:

Bank

Interest
rate(%)
2011 2012
(in millions of Won)

Long-term borrowings ( * 1)

Korean Development Bank and others 0.6~13.0 4,614,391 5,161,711

Less : Present value discount

(302,118 ) (44,293 )

Foreign loan ( * 2)

NATIXIS 2.0 3,071 2,009

Bonds ( * 1,3,4)

Korean Development Bank and others 1.5 ~9.0 11,776,893 9,339,966

Less : Discount on debentures issued

(94,356 ) (62,943 )

Add : Premium on debentures redemption

21,493 15,635

Add : Premium on debentures issued

833

16,020,207 14,412,085

(*1) Property, plant and equipment, short-term financial assets, available-for-sale financial assets and other assets amounting to 3,629,296 million, 11,050 million, 624,187 million and 65 million, respectively, are provided as collateral related to short-term borrowings, long-term borrowings and debentures.

(*2) Korea Development Bank has provided guarantees related to this foreign loan.

(*3) In 2009, one of the controlling company`s subsidiaries, Daewoo International Corporation, issued convertible bonds with a face value of USD 300 million and a 5 year maturity. All of these convertible bonds were converted to equity stocks of the subsidiary during the year ended December 31, 2012.

(*4) POSCO issued exchangeable bonds with SK Telecom Co., Ltd. ADRs through Zeus (Cayman) Ltd. August 2011. The Company accounted for these exchangeable bonds as long-term borrowings. POSCO provides guarantees for Zeus (Cayman) Ltd.

16. Other Payables and Other Financial Liabilities

(a) Other payables as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Current

Accounts payable

1,048,895 737,802

Accrued expenses ( * 1)

457,071 868,015

1,505,966 1,605,817

Non-current

Accounts payable

149,308 117,462

Accrued expenses

20,067 24,950

169,375 142,412

1,675,341 1,748,229

(*1) During the year ended December 31, 2012, a fine of 117,629 million was imposed on POSCO and POSCO Coated & Color Steel Co., Ltd. for price fixing galvanized steel sheets as a result of Korea Fair Trade Commission’s investigation. The Company is expected to make a payment for the fine in the first half of 2013.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) Other financial liabilities as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Current

Dividends payable

5,822 7,487

Derivatives liabilities

146,903 84,922

Finance lease liabilities

15,295 16,044

Financial guarantee liabilities

7,510 7,819

Withholding

129,694 205,556

305,224 321,828

Non-current

Derivatives liabilities

48,934 100,220

Finance lease liabilities

29,504 32,961

Financial guarantee liabilities

24,732 17,493

Long-term withholding

78,015 68,549

181,185 219,223

486,409 541,051

17. Provisions

(a) Provisions as of December 31, 2011 and 2012 were as follows:

2011 2012
Current Non-current Current Non-current
(in millions of Won)

Provision for bonus payments

47,682 42,904

Provision for construction warranties

19,656 30,967 23,489 27,227

Provision for legal contingencies and claims ( * 1)

38,847 30,920

Others

2,094 39,529 11,438 41,951

69,432 109,343 77,831 100,098

(*1) As of December 31, 2011 and 2012, the amount includes provision of 38,847 million and 23,784 million, respectively, for a potential claim in connection to the spin-off of the trading division of Daewoo International Corporation in 2000 (note 33). In addition, the amount as of December 31, 2012 includes provision of 7,136 million for obligation to payment guarantee related to borrowings incurred in the process of disposal of Daewoo Cement (Shandong) Co., Ltd. during the year ended December 31, 2012.

(b) The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period.

Key assumptions for the estimation

Provision for bonus payments

Estimations based on financial performance

Provision for construction warranties

Estimations based on historical warranty data

Provision for legal contingencies and claims

Estimations based on the degree of probability of an unfavorable outcome and the ability to make a sufficiently reliable estimate of the amount of loss

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) Changes in provisions for the year ended December 31, 2011 are as follows:

Beginning Increase Utilization Reversal Others (*1) Ending
(in millions of Won)

Provision for bonus payments

37,978 30,592 (20,888 ) 47,682

Provision for construction warranties

49,068 30,724 (11,624 ) (1,334 ) (16,211 ) 50,623

Provision for legal contingencies and claims

126,626 (35,629 ) (52,150 ) 38,847

Others

2,286 371 1,062 (1,334 ) 39,238 41,623

215,958 61,687 (31,450 ) (38,297 ) (29,123 ) 178,775

(*1) Include adjustments of foreign currency translation difference and transfer to non-current liability held for sale (related to Daewoo Cement (Shandong) Co., Ltd.).

(d) Changes in provisions for the year ended December 31, 2012 are as follows:

Beginning Increase Utilization Reversal Others (*1) Ending
(in millions of Won)

Provision for bonus payments

47,682 343,062 (347,262 ) (523 ) (55 ) 42,904

Provision for construction warranties

50,623 24,694 (16,054 ) (4,472 ) (4,075 ) 50,716

Provision for legal contingencies and claims

38,847 8,540 (16,163 ) (304 ) 30,920

Others

41,623 14,209 (3,450 ) (1,680 ) 2,687 53,389

178,775 390,505 (366,766 ) (22,838 ) (1,747 ) 177,929

(*1) Include adjustments of foreign currency translation difference and others.

18. Employee Benefits

(a) Defined contribution plans

The Company operates a defined contribution plan for participating employees. Though the Company pays fixed contributions into a separate fund, employee benefits relating to employee service in the future is based on the contributions to the funds and the investment earnings on it. Plan assets are managed by a trustee within a fund separate from the Company’s assets.

The expenses related to post-employment benefit plans under defined contribution plans for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Expense related to post-employment benefit plans under defined contribution plans

8,874 16,520

(b) Defined benefit plans

The Company also operates a defined benefit pension plan for employees. The employees who chose a defined benefit pension plan will receive a defined payment upon termination of their employment if they fulfill the condition to qualify as a recipient. Before the termination of employment, the Company recognizes the pension liability related to defined benefit plans at the end of the reporting period, and measures it at the present value of the defined benefit obligation less the fair value of the plan assets. The Company uses the projected unit credit method in the actuarial valuation of plan assets and the defined benefit obligation.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(c) The amounts recognized in relation to defined benefit obligations in the statements of financial position as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Present value of funded obligations

1,158,329 1,394,675

Fair value of plan assets

(832,771 ) (1,064,711 )

Present value of non-funded obligations

14,909 15,724

Net defined benefit obligations

340,467 345,688

(d) The changes in present value of defined benefit obligations for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Defined benefit obligation at the beginning of period

1,467,853 1,173,238

Current service cost (*1)

207,871 212,450

Interest costs

67,372 51,351

Actuarial losses

43,166 83,050

Business combinations

221 1,684

Benefits paid

(593,369 ) (116,846 )

Others

(19,876 ) 5,472

Defined benefit obligation at the end of period

1,173,238 1,410,399

(*1) This amount includes loss from a plan settlement in the amount of 3,704 million for the year ended December 31, 2011.

(e) The changes in fair value of plan assets for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Fair value of plan assets at the beginning of period

964,727 832,771

Expected return on plan assets

38,244 37,669

Actuarial gains and losses

3,073 2,157

Contribution to plan assets (*1)

190,909 267,420

Business combinations

354 906

Others

14,059 (489 )

Benefits paid

(378,595 ) (75,723 )

Fair value of plan assets at the end of period

832,771 1,064,711

(*1) The Company expects to make a contribution of 267,420 million to the defined benefit plan assets in 2013.

(f) The fair value of plan assets as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Equity instruments

7,703 12,002

Debt instruments

103,074 107,303

Deposits

538,260 743,884

Others

183,734 201,522

832,771 1,064,711

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(g) The amounts recognized in profit or loss for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Current service costs

156,308 207,871 212,450

Interest costs

57,473 67,372 51,351

Expected return on plan assets (*1)

(39,810 ) (38,245 ) (37,669 )

173,971 236,998 226,132

(*1) The actual return on plan assets amounted to 62,200 million, 41,318 million and 39,826 million for the years ended December 31, 2010, 2011 and 2012, respectively.

The above expenses by function were as follows:

2010 2011 2012
(in millions of Won)

Cost of sales

137,263 177,020 165,675

Selling and administrative expenses

36,708 59,978 60,457

173,971 236,998 226,132

(h) Accumulated actuarial gains (losses), net of tax, recognized in other comprehensive income as of and for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Beginning

(152,125 ) (182,702 )

Current actuarial losses

(152,125 ) (30,577 ) (62,527 )

Ending

(152,125 ) (182,702 ) (245,229 )

(i) The principal actuarial assumptions as of December 31, 2011 and 2012 are as follows:

2011 2012
(%)

Discount rate (*1)

3.86~5.42 3.29~4.46

Expected return on plan assets (*2)

2.00~5.29 3.29~5.10

Expected future increases in salaries (*3)

1.03~7.35 1.04~6.72

(*1) Discount rate is the yield at the end of the reporting period on high quality corporate bonds that have maturity dates approximating the terms of our benefits obligations and that are denominated in the same currency in which the benefits are expected to be paid.

(*2) The overall expected rate of return on plan assets is a weighted average of the expected returns of the various categories of plan assets held. The management’s assessment of the expected returns is based on historical return trends and predictions of the market for the asset over the life of the related obligation.

(*3) The expected future increases in salaries are based on the average salary increase rate for past three-years.

All assumptions are reviewed at the end of the reporting period. Additionally, the total estimated defined benefit obligation includes actuarial assumptions associated with the long-term characteristics of the defined benefit plan.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

19. Other Liabilities

Other liabilities as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Other current liabilities

Due to customers for contract work

449,470 529,104

Advances received

973,427 1,289,805

Unearned revenue

36,935 46,963

Withholdings

114,941 162,073

Deferred revenue

362 235

Others ( * 1)

224,496 283,474

1,799,631 2,311,654

Other long-term liabilities

Advances received

1,547 312,668

Unearned revenue

1,200 841

Others ( * 1)

81,756 64,305

84,503 377,814

1,884,134 2,689,468

(*1) Includes other current liabilities amounting to 204,653 million, 274,490 million and other long-term liabilities amounting to 14,857 million and 14,939 million as of December 31, 2011 and 2012, respectively, due to proportionate consolidation of joint ventures which are owned by POSCO’s subsidiaries.

20. Financial Instruments

(a) Classification of financial instruments

1) Financial assets as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Financial assets at fair value through profit or loss

Financial assets held for trading

50,861

Derivatives assets held for trading

108,751 71,354

159,612 71,354

Available-for-sale financial assets

4,608,597 3,914,521

Held-to-maturity investments

35,574 34,488

Loans and receivables

19,902,456 19,787,951

24,706,239 23,808,314

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) Financial liabilities as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Financial liabilities at fair value through profit or loss

Derivatives liabilities held for trading

195,837 185,142

Designated as financial liabilities at fair value through profit or loss

333,004

528,841 185,142

Financial liabilities evaluated as amortized cost

Trade accounts payable

4,397,662 4,391,787

Borrowings

26,478,713 24,921,433

Financial guarantee liabilities

32,242 25,312

Others

1,882,179 1,802,175

32,790,796 31,140,707

33,319,637 31,325,849

3) Finance income and costs by category of financial instrument for the years ended December 31, 2010, 2011 and 2012 were as follows:

 December 31, 2010

Financial income and costs
Interest
income
(cost)
Dividend
income
loss on
foreign
currency
transactions
Gain and loss
on foreign
currency
translations
Gain and
loss on
disposal
Others Total Other
comprehensive
income
(in millions of Won)

Financial assets at fair value through profit or loss

196 195,543 63,568 259,307

Available-for-sale financial assets

9,822 102,161 624 (57,133 ) 55,474 589,601

Held-to-maturity securities

64 465 529

Loans and receivables

282,846 (18,628 ) 20,483 (2,827 ) (430 ) 281,444

Financial liabilities at fair value through profit or loss

(174,943 ) 7,319 (167,624 )

Financial liabilities are evaluated as amortised cost

(586,883 ) 54,231 (239,375 ) (6,157 ) (778,184 )

(293,955 ) 102,161 35,603 (218,892 ) 18,862 7,167 (349,054 ) 589,601

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

December 31, 2011

Finance income and costs
Interest
income
(cost)
Dividend
income
Gain and
loss on
foreign
currency
transactions
Gain and
loss on
foreign
currency
translations
Gain and
loss on
disposal
Others Total Other
comprehensive
loss
(in millions of Won)

Financial assets at fair value through profit or loss

3 544,913 70,656 615,572

Available-for-sale financial assets

768 143,880 453,540 (152,804 ) 445,384 (1,231,758 )

Held-to-maturity investments

1,749 (311 ) 1,438

Loans and receivables

213,714 (26,239 ) 46,971 (41,171 ) (95 ) 193,180

Financial liabilities at fair value through profit or loss

(506,664 ) (150,963 ) (657,627 )

Financial liabilities at amortized cost

(788,348 ) (140,052 ) (317,867 ) (27,956 ) (1,274,223 )

(572,114 ) 143,880 (166,291 ) (270,896 ) 450,618 (261,473 ) (676,276 ) (1,231,758 )

ƒ December 31, 2012

Finance income and costs
Interest
income
(cost)
Dividend
income
Gain and
loss on
foreign
currency
transactions
Gain and loss
on foreign
currency
translations
Gain
and loss
on
disposal
Others Total Other
comprehensive
loss
(in millions of Won)

Financial assets at fair value through profit or loss

130 407,505 77,907 485,542

Available-for-sale financial assets

1,046 124,475 75,809 (224,171 ) (22,841 ) (81,471 )

Held-to-maturity investments

1,664 (224 ) 79 1,519

Loans and receivables

275,967 (252,265 ) (162,156 ) (33,786 ) (406 ) (172,646 )

Financial liabilities at fair value through profit or loss

(308,350 ) (143,754 ) (452,104 )

Financial liabilities at amortized cost

(871,457 ) 348,481 855,805 (72,874 ) 259,955

(592,650 ) 124,475 96,216 693,649 140,954 (363,219 ) 99,425 (81,471 )

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) Credit risk

1) Credit risk exposure

The carrying amount of financial assets represents the Company`s maximum exposure to credit risk. The maximum exposures to credit risk as of December 31, 2011 and 2012 is as follows:

2011 2012
(in millions of Won)

Cash and cash equivalents

4,598,682 4,680,526

Financial assets at fair value through profit or loss

159,612 71,354

Available-for-sale financial assets

99,400 203,352

Held-to-maturity investments

35,574 34,488

Loans and other receivables

3,670,198 3,927,248

Trade accounts and notes receivable

11,450,515 11,037,973

Long-term trade accounts and notes receivable

183,061 142,204

20,197,042 20,097,145

The Company provided financial guarantees for the repayment of loans of associates and third parties. As of December 31, 2011 and 2012, the maximum exposure to credit risk amounted to 4,542,734 million and 4,607,773 million, respectively.

2) Impairment losses on financial assets

 Allowance for doubtful accounts as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Trade accounts and notes receivable

303,186 379,536

Other accounts receivable

36,453 47,565

Long-term loans

61,222 42,721

Other assets

5,860 5,055

406,721 474,877

Impairment losses on financial assets for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Bad debt expenses on trade receivables

47,506 92,197 79,258

Impairment of available-for-sale financial assets

57,172 152,804 224,171

Other bad debt expenses ( * 1)

12,877 11,155 44,115

Impairment of held to maturity financial assets

579

Less: Reversal of allowance for doubtful accounts

(117 ) (57,875 )

Less: Reversal of impairment of available-for-sale financial assets

(38 )

Less: Reversal of impairment of held to maturity financial assets

(268 ) (79 )

117,400 198,592 347,465

(*1) Other bad debt expenses are mainly related to other receivables and long-term loans.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

ƒ The aging schedule and the impaired losses of trade accounts and notes receivables as of December 31, 2011 and 2012 were as follows:

2011 2012
Trade accounts and
notes receivable
Impairment Trade accounts and
notes receivable
Impairment
(in millions of Won)

Not due

6,154,045 8,137 9,106,925 52,063

Over due less than 1 month

4,868,928 233 1,313,554 4,387

1 month – 3 months

256,022 1,506 278,029 3,264

3 months – 12 months

301,875 37,032 413,251 41,291

Over 12 months

355,892 256,278 447,954 278,531

11,936,762 303,186 11,559,713 379,536

Changes in the allowance for doubtful accounts for the years ended December 31, 2011 and 2012 were as follows:

2011 2012
(in millions of Won)

Beginning

357,063 406,721

Bad debt expenses

92,197 79,258

(Reversal of) other bad debt expenses

(46,720 ) 44,115

Other ( * 1)

4,181 (55,217 )

Ending

406,721 474,877

(*1) Includes write-off of trade accounts and notes receivable amounting to 40,138 million and adjustments of foreign currency translation difference for the year ended December 31, 2012.

(c) Liquidity risk

1) Contractual maturities for non-derivative financial liabilities, including estimated interest, are as follows:

Book value Contractual
cash flow ( * 3)
Within 1
year
1 year
- 5 years
Later than
5 years
Total
(in millions of Won)

Non-derivative financial liabilities

Trade accounts payable

4,391,787 4,391,787 4,389,194 2,593 4,391,787

Financial guarantee liabilities ( * 1)

25,312 4,607,773 4,607,773 4,607,773

Other financial liabilities

1,802,175 1,802,175 1,558,253 242,557 1,365 1,802,175

Borrowings ( * 2)

24,921,433 27,461,706 11,084,122 11,619,867 4,757,717 27,461,706

31,140,707 38,263,441 21,639,342 11,865,017 4,759,082 38,263,441

(*1) For issued financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee could be called.

(*2) Includes cash flows of embedded derivative instruments in relation to exchangeable bonds (exchange right).

(*3) Includes estimated interest.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) The maturity analysis of derivative financial liabilities is as follows:

Within 1 year 1 year
- 5 years
Later than
5 years
Total
(in millions of Won)

Derivative financial liabilities

Currency forward

58,129 5,247 63,376

Currency futures

67 67

Currency swaps

9,499 65,119 4,525 79,143

Others

17,227 25,329 42,556

84,922 95,695 4,525 185,142

(d) Currency risk

1) The Company has exposure to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The exposure to currency risk as of December 31, 2011 and 2012 are as follows:

2011 2012
Assets Liabilities Assets Liabilities
(in millions of Won)

USD

3,852,909 10,912,882 3,933,448 9,120,893

EUR

275,012 610,454 317,381 330,481

JPY

236,046 2,353,794 239,569 2,017,179

Others

130,753 136,294 264,299 65,679

2) As of December 31, 2011 and 2012, provided that functional currency against foreign currencies other than functional currency hypothetically strengthens or weakens by 10%, the changes in gain or loss during the years ended December 31, 2011 and 2012 are as follows:

2011 2012
10% increase 10% decrease 10% increase 10% decrease
(in millions of Won)

USD

(705,997 ) 705,997 (518,745 ) 518,745

EUR

(33,544 ) 33,544 (1,310 ) 1,310

JPY

(211,775 ) 211,775 (177,761 ) 177,761

(e) Interest rate risk

1) The carrying amount of interest-bearing financial instruments as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Fixed rate

Financial assets

7,086,835 7,325,825

Financial liabilities

(24,169,245 ) (15,301,208 )

(17,082,410 ) (7,975,383 )

Variable rate

Financial liabilities

(2,642,472 ) (9,620,225 )

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) Sensitivity analysis on the fair value of financial instruments with variable interest rate

As of December 31, 2011 and 2012, provided that other factors remain the same and the interest rate of borrowings with floating rates increases or decreases by 1%, the changes in gain or loss during the years ended December 31, 2011 and 2012 are as follows:

2011 2012
1% increase 1% decrease 1% increase 1% decrease
(in millions of Won)

Variable rate financial instruments

(26,425 ) 26,425 (96,202 ) 96,202

(f) Fair value

1) Fair value and book value

The carrying amount and the fair value of financial instruments as of December 31, 2011 and 2012 are as follows

2011 2012
Book value Fair value Book value Fair value
(in millions of Won)

Assets measured at fair value

Financial assets held for trading

50,861 50,861

Available-for-sale financial assets ( * 1)

4,359,202 4,359,202 3,349,606 3,349,606

Derivatives assets held for trading ( * 2)

108,751 108,751 71,354 71,354

4,518,814 4,518,814 3,420,960 3,420,960

Assets measured amortized cost ( * 3)

Cash and cash equivalents

4,598,682 4,598,682 4,680,526 4,680,526

Trade accounts and notes receivable

11,633,576 11,633,576 11,180,177 11,180,177

Loans and other receivables

3,670,198 3,670,198 3,927,248 3,927,248

Held-to-maturity investments

35,574 35,574 34,488 34,488

19,938,030 19,938,030 19,822,439 19,822,439

Liabilities measured fair value

Derivatives liabilities held for trading ( * 2)

195,837 195,837 185,142 185,142

Convertible bonds

333,004 333,004

528,841 528,841 185,142 185,142

Liabilities measured amortized cost ( * 3)

Trade accounts and notes payable

4,397,662 4,397,662 4,391,787 4,391,787

Borrowings

26,478,713 26,793,230 24,921,433 25,382,344

Financial guarantee liabilities

32,242 32,242 25,312 25,312

Others

1,882,179 1,882,179 1,802,175 1,802,175

32,790,796 33,105,313 31,140,707 31,601,618

(*1) The fair value of available-for-sale financial assets publicly traded is measured at the closing bid price quoted at the end of the reporting period. Meanwhile, the fair value of unquoted available-for-sale financial assets is calculated using the valuation results from an external pricing service in which weighted average borrowing rates of interest of evaluated companies are used as a discount rate.

(*2) The fair value of derivatives is measured using valuation models such as Black-scholes model and others in which the market yields on government bonds are used as a discount rate.

(*3) The fair value of financial assets and liabilities measured at amortized cost is determined at the present value of estimated future cash flows discounted at the current market interest rate. The fair value is calculated for the disclosures in the notes. On the other hand, the Company has not performed fair value measurement for the financial assets and liabilities measured at amortized cost except borrowings since the fair value is close to their carrying amounts.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) Interest rates used for determining fair value

Interest rates used to discount estimated cash flows as of December 31, 2011 and 2012 are as follows:

2011 2012

Interest rate of borrowings (%)

1.80 ~ 4.62 1.47 ~ 7.22

3) The fair value hierarchy

 The Company classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in measurements.

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs, other than quoted prices, that are observable for the asset or liability, either directly or indirectly.
Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The fair values of financial instruments, by valuation method as of December 31, 2011 and 2012 are as follows:

a. December 31, 2011

Level 1 Level 2 Level 3 Total
(in millions of Won)

Financial assets

Financial assets held for trading

50,861 50,861

Available-for-sale financial assets

3,419,961 939,241 4,359,202

Derivatives assets held for trading

108,751 108,751

3,419,961 159,612 939,241 4,518,814

Financial liabilities

Derivatives liabilities held for trading

195,837 195,837

Convertible bonds

333,004 333,004

333,004 195,837 528,841

b. December 31, 2012

Level 1 Level 2 Level 3 Total
(in millions of Won)

Financial assets

Available-for-sale financial assets

2,590,933 758,673 3,349,606

Derivatives assets held for trading

71,354 71,354

2,590,933 71,354 758,673 3,420,960

Financial liabilities

Derivatives liabilities held for trading

185,142 185,142

185,142 185,142

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

ƒ Changes in fair value of financial instruments measured by Level 3 for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Beginning

805,160 939,241

Valuation

157,329 (182,927 )

Acquisition and others (*1)

98,242 30,729

Disposal and others (*1)

(121,490 ) (28,370 )

Ending

939,241 758,673

(*1) Included change in amounts due to change of fair value level.

21. Share Capital and Contributed Surplus

(a) Share capital as of December 31, 2011 and 2012 are as follows:

2011 2012
(share, Won)

Authorized shares

200,000,000 200,000,000

Par value

5,000 5,000

Issued shares (*1)

87,186,835 87,186,835

Shared capital (*2)

482,403,125,000 482,403,125,000

(*1) As of December 31, 2012, total shares of ADRs of 55,294,944 are equivalent to 13,823,736 of common stock.

(*2) As of December 31, 2012, the difference between the ending balance of common stock and the par value of issued common stock is 46,469 million due to retirement of 9,293,790 treasury stocks.

(b) The changes in issued common stock for the years ended December 31, 2011 and 2012 are as follows:.

2011 2012
Issued
shares
Treasury
shares
Number of
outstanding
shares
Issued
shares
Treasury
shares
Number of
outstanding
shares
(share)

Beginning

87,186,835 (10,153,957 ) 77,032,878 87,186,835 (9,942,391 ) 77,244,444

Acquisition of treasury shares

(131,389 ) (131,389 )

Disposal of treasury shares

342,955 342,955

Ending

87,186,835 (9,942,391 ) 77,244,444 87,186,835 (9,942,391 ) 77,244,444

(c) Capital surplus as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Share premium

463,825 463,825

Gains on disposal of treasury shares

763,867 763,867

Other capital surplus

(77,240 ) (122,878 )

1,150,452 1,104,814

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

22. Reserves

(a) Reserves as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Accumulated comprehensive loss of investments in associates

(16,186 ) (129,159 )

Changes in the unrealized fair value of available-for-sale investments

154,617 67,956

Currency translation differences

283,516 (8,591 )

Others

(16,521 ) (18,356 )

405,426 (88,150 )

(b) Changes in fair value of available-for-sale securities as of December 31, 2011 and 2012 were as follows:

2011 2012
(in millions of Won)

Beginning balance

1,381,667 154,617

Changes in the unrealized fair value of available-for-sale investments

(1,095,009 ) (189,664 )

Reclassification to profit or loss upon disposal

(252,102 ) (54,089 )

Impairment of available-for-sale securities

120,978 150,869

Others

(917 ) 6,223

Ending balance

154,617 67,956

23. Treasury Shares

Based on the Board of Director’s resolution, the Company holds treasury shares for business purposes including price stabilization. The changes in treasury shares for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
Number of shares Amount Number of shares Amount
(share, in millions of Won)

Beginning

10,153,957 2,403,263 9,942,391 2,391,406

Acquisition of treasury shares

131,389 61,296

Disposal of treasury shares

(342,955 ) (73,153 )

Ending

9,942,391 2,391,406 9,942,391 2,391,406

24. Revenue

Details of revenue for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Goods sales

41,848,201 61,001,789 55,123,774

Services sales

1,604,524 2,440,639 3,488,562

Construction sales

4,130,984 5,297,892 4,660,811

Rental income

42,898 39,862 32,056

Others

260,648 158,543 298,948

47,887,255 68,938,725 63,604,151

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

25. Construction Contracts

(a) Construction contracts in progress as of December 31, 2011 and 2012 were as follows:

2011 2012
(in million of Won)

Aggregate amount of costs incurred

14,711,524 8,343,117

Add: Recognized profits

1,369,479 659,555

Less: Recognized losses

(310,647 ) (213,055 )

Cumulative construction revenue

15,770,356 8,789,617

Less: Progress billing

(14,638,181 ) (7,691,482 )

Foreign currency gains and losses

(1,966 ) (2,589 )

Others

(218,263 ) (130,941 )

911,946 964,605

(b) Unbilled amount due from customers and due to customers for contract work as of December 31, 2011 and 2012 were as follows:

2011 2012
(in million of Won)

Unbilled due from customers for contract work

1,361,416 1,493,709

Due to customers for contract work

(449,470 ) (529,104 )

911,946 964,605

(c) When the outcome of a construction contract can be estimated reliably, contract revenue is recognized in profit or loss in proportion to the stage of completion of the contract.

The Company estimates the stage of completion of the contract based on the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs.

The estimated total contract costs are based on the nature and characteristics of an individual contract, historical costs of similar projects, and current circumstances. Only those contract costs that reflect work performed are included in costs incurred to date.

The following are the key assumptions for the estimated total contract cost.

Key assumptions for the estimation

Material Estimations based on recent purchasing contracts, market price and quoted price
Labor cost Estimations based on standard monthly and daily labor cost
Outsourcing cost Estimations based on the historical costs of similar projects, market price and quoted price

The management continually reviews all estimates involved in such construction contracts and adjusts them as necessary.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

26. Selling and Administrative Expenses

(a) Administrative expenses

Administrative expenses for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Wages and salaries

446,023 606,819 694,682

Expenses related to defined benefit plan

36,708 60,271 61,261

Other employee benefits

116,293 164,508 170,734

Travel

43,592 56,635 52,817

Depreciation

110,093 172,807 218,747

Communication

9,195 13,061 15,088

Electric power

5,269 7,529 11,305

Taxes and public dues

34,869 50,617 59,664

Rental

54,739 65,559 93,268

Repairs

9,660 14,919 11,769

Entertainment

17,050 17,905 18,239

Advertising

96,305 70,939 55,777

Research & development

141,314 212,472 192,321

Service fees

192,979 286,635 264,439

Supplies

17,012 14,357 10,166

Vehicles maintenance

15,851 21,491 22,442

Industry association Fee

10,403 10,200 11,487

Training

24,762 24,375 17,772

Conference

17,659 21,739 17,745

Warranty expense

14,984 12,606 13,148

Bad debt allowance

47,506 92,197 79,258

Others

29,676 37,412 37,334

1,491,942 2,035,053 2,129,463

(b) Selling expenses

Selling expenses for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Freight

948,891 1,406,268 1,472,817

Operating expenses for distribution center

8,694 8,115 9,327

Sales commissions

69,823 85,410 74,308

Sales advertising

1,483 1,204 4,575

Sales promotion

12,096 16,179 17,525

Samples

3,478 7,321 7,489

Sales insurance premium

14,579 19,915 32,065

Contract cost

58,340 62,986 52,176

Others

2,956 4,730 8,406

1,120,340 1,612,128 1,678,688

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

27. Other Operating Income and Expenses

Details of other operating income and expenses for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Other operating income

Gain on disposals of property, plant and equipment

26,366 13,812 42,290

Rental revenues

1,061 6,510 1,898

Gain on disposals of intangible assets

494 953 906

Gain on disposals of investment in associates

2,942 2,247 39,441

Gain on disposals of assets held for sale

193,333

Grant income

1,872 1,228 3,198

Reversal of other bad debt allowance

117 57,875

Reversal of other provisions

35,629 16,037

Outsourcing income

49,304 42,136 29,136

Gain on disposals of wastes

21,267 11,348 38,597

Gain from claim compensation

58,200 68,853 31,613

Penalty income from early termination of contracts

43,264 38,570 15,054

Others

18,072 27,780 36,617

222,959 306,941 448,120

Other operating expense

Loss on disposals of property, plant and equipment

(83,494 ) (60,550 ) (65,486 )

Loss on disposals of investment property

(11,896 ) (8,826 ) (3,197 )

Loss on disposals of assets held for sale

(61 ) (9,510 )

Loss on disposals of investment in associates

(3,811 ) (15,119 )

Idle tangible assets expenses

(795 ) (16,881 ) (31,297 )

Impairment loss of assets held for sale

(258,451 )

Other bad debt expenses

(12,877 ) (11,155 ) (44,115 )

Donations

(74,343 ) (66,558 ) (73,963 )

Loss on disposals of wastes

(15,245 ) (30,585 ) (45,480 )

Penalty and default losses

(1,142 ) (39,551 ) (149,437 )

Impairment loss of property, plant and equipment and others

(128,083 ) (99,071 ) (72,259 )

Others

(10,204 ) (33,356 ) (41,151 )

(341,951 ) (366,533 ) (809,465 )

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

28. Finance Income and Costs

Details of finance income and costs for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Finance income

Interest income

292,928 216,234 278,807

Dividend income

102,161 143,880 124,475

Gain on foreign currency transactions

844,321 1,454,103 935,457

Gain on foreign currency translations

204,568 259,014 936,740

Gain on transactions of derivatives

180,933 549,439 407,791

Gain on valuations of derivatives

86,823 111,637 94,492

Gain on disposals of available-for-sale investments

2,590 454,543 112,095

Others

24,480 1,569 7,206

1,738,804 3,190,419 2,897,063

Finance costs

Interest expenses

(586,883 ) (788,348 ) (871,457 )

Loss on foreign currency transactions

(808,718 ) (1,620,394 ) (839,241 )

Loss on foreign currency translations

(423,460 ) (529,910 ) (243,091 )

Loss on transactions of derivatives

(175,196 ) (512,882 ) (309,067 )

Loss on valuations of derivatives

(17,784 ) (188,742 ) (159,604 )

Impairment loss on available-for-sale investments

(57,172 ) (152,804 ) (224,171 )

Loss on disposals of available-for-sale investments

(1,966 ) (1,003 ) (36,286 )

Loss on Financial guarantee

(1,662 ) (1,000 ) (38,442 )

Others

(15,017 ) (71,612 ) (76,279 )

(2,087,858 ) (3,866,695 ) (2,797,638 )

29. Expenses by Nature

Expenses that are recorded by nature as cost of sales, selling, general and administrative expenses and other expenses in the statements of comprehensive income for the years ended December 31, 2010, 2011 and 2012 were as follows (excluding finance costs and income tax expense):

2010 2011 2012
(in millions of Won)

Changes in inventories

13,879,604 17,546,701 14,161,271

Cost of merchandises sold

11,304,171 26,650,240 25,997,220

Employee benefits expenses (*2)

2,363,727 2,639,966 2,889,829

Outsourced processing cost

7,270,872 8,331,110 8,896,642

Depreciation expenses (*1)

2,960,550 2,133,010 2,405,769

Amortization expenses

75,344 133,289 157,991

Electricity and water expenses

504,308 715,265 837,507

Service fees

587,038 630,223 670,919

Research & development expenses

537,025 592,649 577,449

Freight and custody expenses

948,891 1,406,268 1,472,817

Commission paid

69,823 85,410 74,308

Loss on disposal of property, plant, and equipment

83,494 60,550 65,486

Donations

74,344 66,558 73,963

Other expenses

2,017,503 2,846,325 2,479,337

42,676,694 63,837,564 60,760,508

(*1) Includes depreciation expense of investment properties.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(*2) The details of employee benefits expenses for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Wages and salaries

2,189,756 2,394,094 2,647,177

Severance benefit

173,971 245,872 242,652

2,363,727 2,639,966 2,889,829

30. Income Taxes

(a) Income tax expense for the years ended December 31, 2010, 2011 and 2012 was as follows:

2010 2011 2012
(in millions of Won)

Current income taxes

1,111,427 1,069,240 795,601

Deferred income tax due to temporary differences

103,054 (318,722 ) 154,324

Less: Items recorded directly in equity

(133,009 ) 317,591 32,954

Income tax expense

1,081,472 1,068,109 982,879

(b) The following table reconciles the expected amount of income tax expense based on POSCO’s statutory rate(24.2%) to the actual amount of taxes recorded by the Company for the years ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(in millions of Won)

Net income before income tax expense

5,267,123 4,782,395 3,368,486

Income tax expense computed at statutory rate

1,274,644 1,157,340 815,174

Adjustments:

(193,172 ) (89,231 ) 167,705

Tax effects due to permanent differences

(28,973 ) (13,798 ) 48,220

Tax credit

(268,873 ) (193,633 ) (188,713 )

Tax rate change effect

17,661

Over (under) provision from prior years

40,315 (15,739 ) 1,776

Investments in subsidiaries and associates

61,136 97,246 281,437

Others

3,223 19,032 24,985

Income tax expense

1,081,472 1,068,109 982,879

Effective tax rate (%)

20.53 22.33 29.18

(c) The income taxes charged (credited) directly to other comprehensive income during the period ended December 31, 2011 and 2012 were as follows:

2011 2012
(in millions of Won)

Net changes in the unrealized fair value of available-for-sale securities

306,827 22,585

Gains on sale of treasury stock

(22,078 )

Others

31,628 10,369

316,377 32,954

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Table of Contents

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(d) The movements in deferred income tax assets (liabilities) for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
Beginning Inc (Dec) Ending Beginning Inc (Dec) Ending
(in millions of Won)

Deferred income tax due to temporary differences

Reserve for special repairs

(27,776 ) (1,883 ) (29,659 ) (29,659 ) 646 (29,013 )

Allowance for doubtful accounts

80,349 24,272 104,621 104,621 7,807 112,428

Reserve for technology developments

(269,892 ) (96,340 ) (366,232 ) (366,232 ) (9,698 ) (375,930 )

Depreciation

(61,129 ) 2,841 (58,288 ) (58,288 ) 11,714 (46,574 )

Share of profit or loss of equity-accounted investees

(170,016 ) (54,120 ) (224,136 ) (224,136 ) 127,762 (96,374 )

Reserve for inventory valuation

1,484 (2,998 ) (1,514 ) (1,514 ) (2,568 ) (4,082 )

Revaluation of assets

(362,949 ) (207,454 ) (570,403 ) (570,403 ) (229,529 ) (799,932 )

Prepaid expenses

18,733 2,704 21,437 21,437 9,803 31,240

Impairment loss on property, plant and equipment

24,858 634 25,492 25,492 3,263 28,755

Loss on foreign currency translation

90,656 5,131 95,787 95,787 (159,132 ) (63,345 )

Defined benefit obligations

40,710 14,343 55,053 55,053 15,571 70,624

Plan assets

(36,232 ) (6,859 ) (43,091 ) (43,091 ) (3,330 ) (46,421 )

Provision for construction losses

1,697 1,155 2,852 2,852 (625 ) 2,227

Provision for construction warranty

13,056 2,846 15,902 15,902 (1,061 ) 14,841

Appropriated retained earnings for technological development

(246 ) 81 (165 ) (165 ) (286 ) (451 )

Accrued income

(1,061 ) (888 ) (1,949 ) (1,949 ) (1,248 ) (3,197 )

Others

317,877 58,230 376,107 376,107 (66,085 ) 310,022

(339,881 ) (258,305 ) (598,186 ) (598,186 ) (296,996 ) (895,182 )

Deferred income taxes recognized directly to equity

Loss (gain) on valuation of available-for-sale investments

(305,406 ) 306,827 1,421 1,421 22,585 24,006

Others

4,141 31,628 35,769 35,769 10,369 46,138

(301,265 ) 338,455 37,190 37,190 32,954 70,144

Deferred tax from tax credit

Tax credit carryforward and others

280,295 (23,418 ) 256,877 256,877 82,231 339,108

Deferred tax effect due to unrealized gains (losses) and others

(129,000 ) 120,625 (8,375 ) (8,375 ) 27,470 19,095

(489,851) 177,357 (312,494 ) (312,494 ) (154,341 ) (466,835 )

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(e) Deferred income tax assets and liabilities for the years ended December 31, 2011 and 2012 are as follows:

2011 2012
Assets Liabilities Net Assets Liabilities Net
(in millions of Won)

Deferred income tax due to temporary differences

Reserve for special repairs

(29,659 ) (29,659 ) (29,013 ) (29,013 )

Allowance for doubtful accounts

104,672 (51 ) 104,621 112,480 (52 ) 112,428

Reserve for technology developments

(366,232 ) (366,232 ) (375,930 ) (375,930 )

Depreciation

12,319 (70,607 ) (58,288 ) 15,192 (61,766 ) (46,574 )

Share of profit or loss of equity-accounted investees

(224,136 ) (224,136 ) (96,374 ) (96,374 )

Reserve for inventory valuation

4,319 (5,833 ) (1,514 ) 1,751 (5,833 ) (4,082 )

Revaluation of assets

(570,403 ) (570,403 ) (799,932 ) (799,932 )

Prepaid expenses

23,045 (1,608 ) 21,437 31,240 31,240

Impairment loss on property, plant and equipment

25,492 25,492 28,755 28,755

Loss on foreign currency translation

176,621 (80,834 ) 95,787 202,973 (266,318 ) (63,345 )

Defined benefit obligations

75,912 (20,859 ) 55,053 86,200 (15,576 ) 70,624

Plan assets

(43,091 ) (43,091 ) (46,421 ) (46,421 )

Provision for construction losses

2,852 2,852 2,227 2,227

Provision for construction warranty

15,902 15,902 14,841 14,841

Appropriated retained earnings for technological development

(165 ) (165 ) (451 ) (451 )

Accrued income

(1,949 ) (1,949 ) 25 (3,222 ) (3,197 )

Others

382,735 (6,628 ) 376,107 421,595 (111,573 ) 310,022

823,869 (1,422,055 ) (598,186 ) 917,279 (1,812,461 ) (895,182 )

Deferred income taxes recognized directly to equity

Loss (gain) on valuation of available-for-sale investments

199,317 (197,896 ) 1,421 281,599 (257,593 ) 24,006

Others

49,898 (14,129 ) 35,769 66,975 (20,837 ) 46,138

249,215 (212,025 ) 37,190 348,574 (278,430 ) 70,144

Deferred tax from tax credit

Tax credit carryforward and others

292,255 (35,378 ) 256,877 378,926 (39,818 ) 339,108

Deferred tax effect due to unrealized gains (losses) and others

494,450 (502,825 ) (8,375 ) 522,871 (503,776 ) 19,095

1,859,789 (2,172,283 ) (312,494 ) 2,167,650 (2,634,485 ) (466,835 )

(f) As of December 31, 2012, the Company did not recognize income tax effects associated with taxable temporary differences of 3,095,821 million (deferred tax liability 749,189 million) mainly relating to increase in retained earnings of subsidiaries since it is probable that the temporary difference will not reverse in the foreseeable future. As of December 31, 2012, the Company did not recognize income tax effect associated with deductible temporary differences of 1,952,989 million (deferred tax assets 472,623 million) mainly relating to loss of subsidiaries and affiliates because realization is not considered probable.

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As of December 31, 2012

31. Earnings per Share

(a) Basic and diluted earnings per share for the year ended December 31, 2010, 2011 and 2012 were as follows:

2010 2011 2012
(Won, except per share information)

Profit attribute to controlling interest

4,105,622,633,447 3,648,136,025,973 2,462,080,504,484

Weighted-average number of common shares outstanding (*1)

77,032,878 77,251,818 77,244,444

Basic and diluted earnings per share

53,297 47,224 31,874

(*1) The weighted-average number of common shares used to calculate basic earnigs per share are as follows:

2010 2011 2012
(share)

Total number of common shares issued

87,186,835 87,186,835 87,186,835

Weighted-average number of treasury shares

(10,153,957 ) (9,935,017 ) (9,942,391 )

Weighted-average number of common shares outstanding

77,032,878 77,251,818 77,244,444

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

32. Related Party Transactions

(a) Significant transactions with related companies for the years ended December 31, 2010, 2011 and 2012 were as follows:

Sales and others (*1) Purchase and others (*2)
2010 2011 2012 2010 2011 2012
(in millions of Won)

Subsidiaries (*3)

POSCO E&C Co., Ltd.

7,441 26,536 28,110 2,292,524 1,687,665 1,451,086

POSCO P&S Co., Ltd.

1,082,903 1,181,088 897,051 478,030 1,406,245 1,395,891

POSCO Coated & Color Steel Co., Ltd.

685,698 593,656 489,545 3,178 1,890 6,496

POSCO ICT Co., Ltd.

1,212 1,537 1,547 485,525 507,883 468,915

POSCO Chemtech Co., Ltd.

142,677 423,643 511,917 573,973 755,515 798,150

POSCO M-TECH CO., LTD.

19,355 27,906 211,832 318,548

POSCO TMC Co., Ltd.

151,323 168,314 230,235 91 884 1,032

POSCO AST Co., Ltd.

267,323 319,258 278,463 57,180 58,475 58,647

Daewoo International Corp.

867,916 3,896,857 4,271,450 3,799 5,599 15,731

POSCO NST CO., LTD.

9,256 186,809 212,536 4,734 3,618

POSCO America Corporation

233,594 353,904 726,450 1 733

POSCO Canada Co., Ltd.

170,842 289,047 205,129

POSCO Asia Co., Ltd.

1,377,802 2,029,781 1,929,508 148,706 178,395 107,313

POSCO-Japan Co., Ltd.

1,161,919 1,628,069 1,439,580 272,282 34,860 28,710

POSCO-India Delhi Steel Processing Centre Pvt. Ltd.

164,628 148,343 164,483 15

POSCO-Mexico Co., Ltd.

273,241 347,915 338,645 176 492

Daewoo International Singapore Pte. Ltd.

12,447 149,029 73,471

POSCO Maharashtra Steel Pvt. Ltd.

2,340 155,642

POSCO (Suzhou) Automotive Processing Center Co., Ltd.

113,416 99,778 128,974

POSCO-Thailand Bangkok Processing Center Co., Ltd

123,913 96,288 119,278 58 63 182

Others

1,194,967 709,834 749,758 750,468 986,196 954,105

7,859,229 12,233,305 12,701,078 5,249,103 6,278,489 5,888,264

Associates

Posmate Co., Ltd.

1,141 1,038 22,044 47,152 53,357 46,058

SNNC Co., Ltd.

1,763 4,787 2,511 519,871 447,130 379,050

SUNG JIN GEOTEC Co., Ltd.

18,497 44,451 27,697

DONG BANG METAL IND.CO.,LTD.

84,748 89,094

POSCO SAMSUNG Suzhou Steel Processing Center Co., Ltd.

23,974 26,280

USS-POSCO Industries (UPI)

308,998 342,594 85 264 29 101

Poschrome(Proprietary) Ltd.

58 80,282 72,502 68,079

Others

11,890 59,021 37,700 256,294 6,087 14,311

342,289 560,613 205,469 903,863 579,105 507,599

8,201,518 12,793,918 12,906,547 6,152,966 6,857,594 6,395,863

(*1) Sales and others include sales and insignificant other operating income. Sales are mainly sales of steel products and these are priced on an arm’s length basis.

(*2) Purchases and others include purchases and overhead costs. Purchases and others are mainly related to purchases of construction services and purchases of raw materials to manufacture steel products. These are priced on an arm`s length basis.

(*3) As of December 31, 2012, the Company provided guarantees to related parties (Note 33).

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(b) The related account balances of significant transactions with related companies as of December 31, 2011 and 2012 are as follows:

Receivables (*1) Payables (*1)
2011 2012 2011 2012
(in millions of Won)

Subsidiaries

POSCO E&C Co., Ltd.

647 7,977 241,918 403,630

POSCO Processing & Service

88,838 64,564 1,512 32,672

POSCO Plant Engineering Co., Ltd.

65 267 42,534 32,297

POSCO ICT Co., Ltd.

30 287 62,583 91,297

POSCO Coated & Color Steel Co., Ltd.

116,252 108,505 335 2,618

POSCO Chemtech Company Ltd.

37,808 47,074 82,048 84,538

POSCO TMC CO., LTD.

21,601 64,862 134 145

POSCO AST Co., Ltd.

33,266 65,575 7,090 7,800

Daewoo International Corp.

284,125 358,824 1,589 730

POSCO NST.CO.,LTD

64,012 676

POSCO America Corporation

32,346 63,545

POSCO Asia Co., Ltd.

227,476 102,849 1,407 2,244

POSCO-TBPC Co., Ltd.

27,381 17,986

Qingdao Pohang Stainless Steel Co., Ltd.

6,713 8,710

POSCO-Vietnam Co., Ltd.

422 291

POSCO-Japan Co., Ltd.

52,362 35,400 1,546 673

POSCO-India Delhi Steel Processing Centre Pvt. Ltd.

3,484

POSCO-Mexico Co., Ltd.

171,908 131,669

Others

81,255 127,626 83,201 115,817

1,249,991 1,206,011 526,573 774,461

Associate

Posmate Co., Ltd.

78 7,198 6,315

SNNC Co., Ltd.

223 229 23,187 37,145

DONG BANG METAL IND.CO., LTD.

17,038

SUNG JIN GEOTEC Co., Ltd.

4,122 4,849

Poschrome Pty. Ltd.

2,273

Others

453 809 804

21,383 5,609 31,194 46,537

1,271,374 1,211,620 557,767 820,998

(*1) Receivables include trade accounts and notes receivable and other receivables. Payables include trade accounts payables and other payables.

(c) For the years ended December 31, 2011 and 2012, details of compensation to key management officers were as follows:

2011 2012
(in millions of Won)

Short-term benefits

93,231 109,614

Retirement benefits

23,407 25,049

Long-term benefits

26,971 22,462

143,609 157,125

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. In addition to the compensation described above, the Company provided stock appreciation

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

rights to its executive officers and recorded reversal of stock compensation expenses amounted to 4,223 million and stock compensation expenses amounted to 436 million for the years ended December 31, 2011 and 2012, respectively.

33. Commitments and Contingencies

(a) Contingent liabilities

Contingent liabilities may develop in a way not initially expected. Therefore, management continuously assesses contingent liabilities to determine whether an outflow of resources embodying economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognized in the financial statements of the period in which the change in probability occurs (except in the extremely rare circumstances where no reliable estimate can be made).

Management makes estimates and assumptions that affect disclosures of commitments and contingencies. All estimates and assumptions are based on the evaluation of current circumstances and appraisals with the supports of internal specialists or external consultants.

Management regularly analyzes current information about these matters and provides provisions for probable contingent losses including the estimate of legal expense to resolve the matters. Internal and external lawyers are used for these assessments. In making the decision regarding the need for provisions, management considers the degree of probability of an unfavorable outcome and the ability to make a sufficiently reliable estimate of the amount of loss.

(b) Details of guarantees

Guarantors

Guarantee beneficiary

Financial institution

Foreign currency

Won equivalent
(in millions of Won)

[The Company]

POSCO

Guangdong Pohang Car SMBC and others USD 122,600,000 131,317
Steel Co., Ltd.
POSCO Investment Co., Ltd. BOC and others CNY 350,000,000 60,158
HSBC MYR 240,000,000 83,952
HSBC and others USD 350,000,000 374,885
POSCO Maharashtra Steel Pvt. Ltd. Export-Import Bank of Korea and others USD 566,000,000 606,243
POSCO VST Co., Ltd. ANZ(Tapei) and others USD 65,000,000 69,622
POSCO-Mexico Co., Ltd. HSBC and others USD 244,725,000 262,125
POSCO-Vietnam Co., Ltd. Export-Import Bank of Korea and others USD 200,000,000 214,220
Zeus (Cayman) Ltd. Creditor JPY 38,798,173,522 484,007
Zhangjiagang Pohang Stainless Steel Co., Ltd MIZUHO and others USD 160,000,000 171,376
POSCO ASSAN TST Steel Industry SMBC and others USD 188,392,500 201,787
POSCO Electrical Steel India Private Limited ING and others USD 84,000,000 89,972
PT. KRAKATAU POSCO Export-Import Bank of Korea and others USD 1,210,300,000 1,296,352

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Guarantors

Guarantee beneficiary

Financial institution

Foreign currency

Won equivalent
(in millions of Won)

Daewoo International Corporation

PT. Bio Inti Agrindo Export-Import Bank of Korea USD 19,000,000 20,351
Daewoo International America Corp. Shinhan Bank USD 500,000 536
Daewoo International Australia Holdings Pty. Ltd. Korea Exchange Bank USD 12,000,000 12,853
Daewoo Paper Manufacturing Co., Ltd. HSBC USD 12,500,000 13,389
Daewoo Textile Bukhara LLC Export-Import Bank of Korea USD 24,950,000 26,724
Daewoo International MEXICO S.A. de C.V. SMBC USD 25,000,000 26,778
POSCO ASSAN TST STEEL Industry ING and others USD 20,932,500 22,421
Brazil Sao Paulo Steel Processing Center Co., Ltd. SMBC USD 20,000,000 21,422
Daewoo International Deutschland GmbH Shinhan Bank EUR 15,000,000 21,244

POSCO E&C Co., Ltd.

HONG KONG POSCO E&C (CHINA) Investment Co., Ltd. Woori Bank USD 30,000,000 32,133
International Business Center Corporation Export-Import Bank of Korea and others USD 20,000,000 21,422
POSCO E&C Vietnam Co., Ltd. ANZ USD 10,000,000 10,711
Kookmin Bank (Hong Kong) USD 5,000,000 5,356
Export-Import Bank of USD 16,500,000 17,673
Korea and others
SANTOS CMI S.A CITI Ecuador USD 3,000,000 3,213
KEB Panama USD 25,000,000 26,778

POSCO P&S Co., Ltd.

POSCO Canada Pty., Ltd. Hana Bank USD 12,484,500 13,372

POSCO ICT Co., Ltd.

POSCO ICT Indonesia POSCO Investment Co., Ltd. USD 1,500,000 1,607
VECTUS Ltd. POSCO Investment Co., Ltd. USD 4,000,000 4,284
POSCO ICT BRASIL PARTICIPACOES LTDA Korea Exchange Bank BRL 8,875,000 4,652

POSCO Energy Co., Ltd.

TECHREN Solar, LLC Woori Bank USD 30,000,000 32,133

POSCO Engineering Co., Ltd.

PT DEC INDONESIA Korea Exchange Bank USD 6,818,876 7,304
Korea Exchange Bank IDR 41,707,614,097 4,634
Woori Bank IDR 32,128,484,002 3,569

POSCO JAPAN Co., Ltd.

POSCO-JEPC Co., Ltd. Mizuho Bank and others JPY 3,008,564,339 37,532
POSCO-JKPC Co., Ltd. Higo bank and others JPY 1,436,800,000 17,924
POSCO-JOPC Co., Ltd. Kiyo bank and others JPY 1,187,500,000 14,814
Xenesys Inc. Aozora Bank JPY 85,000,000 1,060

Daewoo Textile Fergana LLC

Daewoo Textile Bukhara LLC NBU USD 3,286,250 3,520

POSCO E&C (CHINA) Co., Ltd.

HONG KONG POSCO E&C (China) Investment Co., Ltd. Woori Bank (Beijing) USD 33,000,000 35,346

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Guarantors

Guarantee beneficiary

Financial institution

Foreign currency

Won equivalent
(in millions of Won)

International Business Center Corporation

POSCO E&C Co., Ltd. Export-Import Bank of Korea and others USD 20,000,000 21,422

[Associates]

POSCO

BX STEEL POSCO Cold BOC and others CNY 119,600,000 20,557
Rolled Sheet Co., Ltd. USD 21,980,000 23,543
United Spiral Pipe, LLC Shinhan Bank USD 24,500,000 26,242
POSUK Titanium Shinhan Bank USD 18,000,000 19,280

Daewoo International

DMSA, AMSA Export-Import Bank of USD 165,133,333 176,874

Corporation

Korea and others
GLOBAL KOMSCO Daewoo LLC Export-Import Bank of Korea and others USD 5,950,000 6,373

POSCO E&C Co., Ltd.

Taegisan Wind Power Corporation NH Bank and others KRW 7,500 7,500
PSIB Co., Ltd. Hana Bank KRW 356,600 356,600
THE GALE INVESTMENTS COMPANY, L.L.C. and others Woori Bank USD 50,000,000 53,555
Pohang Techno Valley PFV Corporation Shinhan Bank and others KRW 135,660 135,660

POSCO P&S Co., Ltd.

Sebang Steel Co., Ltd. Fukuoka Bank JPY 245,000,000 3,056

POSCO ICT Co., Ltd.

Uitrans LRT Co., Ltd. Construction Guarantee Cooperative KRW 64,638 64,638
CHUNGJU ENTERPRISE CITY NH Bank KRW 2,530 2,530
DEVELOPMENT Co., Ltd.

POSCO Engineering Co., Ltd.

Daewoo Engineering (THAILAND) Co., Ltd. and others Citibank Korea Inc. USD 19,300,000 20,672
PT Wampu Electric Power PT Bank Woori Indonesia USD 344,848 369
Export-Import Bank of USD 59,357,000 63,577
Korea and SMBC

Daewoo (China) Co., Ltd.

Shanghai Lansheng Daewoo Corporation China Construction Bank CNY 100,000,000 17,188

POSCO CHEMTECH Co., Ltd.

PT.INDONESIA POS CHEMTECH CHOSUN REF Korea Exchange Bank USD 6,000,000 6,427

[Others]

Daewoo International Corporation

Ambatovy Project Investments Limited Export-Import Bank of Korea and others USD 50,408,289 53,992
Sherritt International Corporation Export-Import Bank of Korea and others USD 6,207,696 6,649

POSCO E&C Co., Ltd.

ALD PFV and others Korea Exchange Bank and others KRW 1,105,589 1,105,589

POSCO Plant Engineering Co., Ltd.

Gyeongpo wind power generation and others KB Bank and others KRW 229,213 229,213
GS CALTEX HOU and others Korea Exchange Bank and others USD 9,787,628 10,484

POSCO ICT Co., Ltd.

BTL business and others Kyobo Life Insurance Co., Ltd. KRW 1,781,581 1,781,581
and others
SMS Energy and others Hana Bank KRW 207,110 207,110

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Guarantors

Guarantee beneficiary

Financial institution

Foreign currency

Won equivalent
(in millions of Won)

POSCO M-TECH Co., Ltd.

PYUNGSAN SI Co., Ltd. Seoul Guarantee Insurance Co., Ltd. KRW 326 326

Posco Engineering Co., Ltd

Kwanma Solar Co., Ltd. and others Hana Bank and others KRW 60,476 60,476
Hyundai ENG Co., Ltd. Engineering Financial Cooperative KRW 147,663 147,663

POSCALCIUM Company, Ltd

Pohang city Seoul Guarantee Insurance Co., Ltd. KRW 49 49

CNY 569,600,000 97,903
EUR 15,000,000 21,244
BRL 8,875,000 4,652
IDR 73,836,098,099 8,203
JPY 44,761,037,861 558,393
KRW 4,098,935 4,098,935
MYR 240,000,000 83,952
USD 3,983,458,420 4,266,684

(c) POSCO E&C Co., Ltd. has provided the completion guarantees for Samsung C&T Corporation amounting to 2,024,503 million while Samsung C&T Corporation and SK E&C have provided the construction guarantees or payment guarantees on customers’ borrowings on behalf of POSCO E&C Co., Ltd. amounting to 1,276,581 million as of December 31, 2012. POSCO E&C Co., Ltd. provides payment guarantees on borrowings of customers such as Asset Backed Commercial Paper amounted to 518,178 million and Project Financing loan amounted to 280,536 million as of December 31, 2012.

(d) Commitments

POSCO

POSCO entered into long-term contracts to purchase iron ore, coal, nickel and others. These contracts generally have terms of more than three years and provide for periodic price adjustments to the market price. As of December 31, 2012, 217 million tons of iron ore and 27 million tons of coal remained to be purchased under such long-term contracts.

POSCO entered into an agreement with Tangguh Liquefied Natural Gas (LNG) Consortium in Indonesia to purchase 550 thousand tons of LNG annually for 20 years commencing in August 2005. Purchase price is subject to change, following the change of the monthly standard oil price (JCC) and also price ceiling is applicable.

As of December 31, 2012, POSCO entered into commitments with Korea National Oil Corporation for long-term foreign currency borrowings, which are limited up to the amount of USD 6.86 million, USD 3.54 million and USD 4.12 million, respectively. The borrowings are related to the exploration of gas hydrates in Aral Sea, Uzbekistan, the exploration of gas hydrates in Namangan-Chust and the exploration of gas hydrates in Western Fergana- Chenavard, respectively. The repayment of the borrowings depends on the success of the projects. POSCO is not liable for the repayment of full or part of the money borrowed if the respective project fails. POSCO has agreed to pay a certain portion of its profits under certain conditions, as defined by the borrowing agreements.

POSCO E&C Co., Ltd

POSCO E&C Co., Ltd. has bank overdraft agreements of up to 20,000 million with Woori Bank which is included in the limit of comprehensive loan agreements and 3,000 million with Korea Exchange Bank. Also POSCO E&C Co., Ltd. has comprehensive loan agreements of up to 360,000 million and USD 308 million with Woori Bank and 83,000 million with Korea Exchange Bank.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

POSCO ICT Co., Ltd.

As of December 31, 2012, in relation to contract enforcement, POSCO ICT Co., Ltd. was provided with 123,999 million and 48,651 million guaranties from Seoul Guarantee Insurance and Korea Software Financial Cooperative, respectively.

As of December 31, 2012, in relation to transfer of military camp based on Changwon city & land development projects, POSCO ICT Co., Ltd. provided Kyongnam Bank and other banks with 620,000 million fund support under fund support agreements between POSCO ICT Co., Ltd. and Unicity 7th LLC.

As of December 31, 2012, in relation to Incheongimpo Highway investment projects, POSCO ICT Co., Ltd. provided Korea Development Bank and other banks with 175,000 million fund support under fund support agreements between POSCO ICT Co., Ltd. and Incheongimpo Highway INC.

As of December 31, 2012, in relation to Busan sansung tunnel projects, POSCO ICT Co., Ltd. provided Korea Development Bank and other banks with 17,000 million fund support under fund support agreements between POSCO ICT Co., Ltd. and Busan Sansung Tunnel Co., Ltd.

POSCO Specialty Steel Co., Ltd.

POSCO Specialty Steel Co., Ltd. has a loan agreement, secured by trade accounts receivable, of up to 1,081,447 million with Woori Bank and others. POSCO Specialty Steel Co., Ltd. has used 133,489 million of this loan agreement.

POSCO Specialty Steel Co., Ltd. has agreements with Woori Bank and nine other banks for opening letters of credit of up to USD 313 million, and for a loan of up to 120,975 million. POSCO Specialty Steel Co., Ltd. has used USD 202 million, EUR 666 thousand for opening letters of credit and 7,043 million for Korean Won loans.

(e) Litigation in progress

As of December 2012, the Company and certain subsidiaries are defendants in legal actions arising from the normal course of business. Details of amount claimed are as follows:

Company

Legal actions Claim amount Korean Won
equivalent

Description

(in millions of Won, in thousand of foreign currencies)

POSCO

2 JPY 98,600,000 1,230,035

Lawsuit on claim for damages (*1)

14 KRW 55,182 55,182

Lawsuit on claim for damages

POSCO E&C Co., Ltd.

78 KRW 71,983 71,983

Lawsuit on claim for payment

POSCO Plant Engineering Co., Ltd.

9 KRW 2,374 2,374

Lawsuit on claim for payment

POSCO ICT Co., Ltd.

12 KRW 6,918 6,918

Lawsuit on claim for payment

POSCO A&C Co., Ltd.

1 KRW 572 572

Imposed high tax rate

POSCO M-TECH Co., Ltd.

1 KRW 76 76

POSCO America Corporation

3 USD

POSCO E&C China Co., Ltd.

1 CNY 37,000 6,360 Lawsuit on claim for payment of work complied related with the subcontractor and second subcontractor

POSCO-Malaysia SDN. BHD.

1 MYR 5,782 2,023

POSCO Engineering Co., Ltd.

3 KRW 1,662 1,662

Lawsuit on claim for damages

Kwang Yang SPFC Co., Ltd.

1 KRW 5,693 5,693

Lawsuit on claim for payment

Daewoo International Corporation

2 EUR 5,164 7,314

Lawsuit on claim for damages

1 INR (*2) 4,458,849 87,037
1 USD 42,825 45,870 The portion (22.54%) of Daewoo International Corporation of total claim for damages

(*1) Civil lawsuits with Nippon Steel & Sumitomo Metal Corporation

During the year ended December 31, 2012, Nippon Steel & Sumitomo Metal Corporation filed civil lawsuits in the Tokyo District Court of Japan against POSCO and POSCO Japan Co., Ltd., a subsidiary

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

of POSCO, to prohibit production and sales of grain oriented electrical steel sheets using improperly acquired trade secrets and seeking compensation from the Company of 1,230 billion. Through the first and second trials held in October and December 2012, respectively, the Company submitted its responses that the Japan court did not have jurisdiction on this lawsuit as it should be judged by Korean law and the Company developed grain oriented electrical steel sheets using the Company’s own technologies. As of December 31, 2012, the Japan court has not made any judgments on this matter. The Company has not recorded any provision for this lawsuit in Japan as of December 31, 2012.

In addition, Nippon Steel & Sumitomo Metal Corporation filed civil lawsuits in the New Jersey federal court, United States, against POSCO and POSCO America Co., Ltd., a subsidiary of POSCO, claiming infringement of intellectual property rights related to the production of grain oriented electrical steel sheets. As of December 31, 2012, no claim amount has been made and the Company is under discovery proceedings related to this matter. Due to the early stage of the litigations and the inherent uncertainties, the Company is not able to reliably estimate the amount of compensation and timing, if any, that might be awarded to Nippon Steel & Sumitomo Metal Corporation. Consequently, it is not possible for the Company to make an estimate of the expected financial effect that will result from the ultimate resolution of the civil lawsuits. Therefore, the Company has not recorded any provision for this lawsuit in the US as of December 31, 2012.

(*2) In May 2002, Industrial Development Bank of India Limited, the creditor of Daewoo Moters India Ltd. for which Daewoo Co., Ltd. provided guarantee, filed lawsuits against Daewoo Moters India Ltd., Daewoo Co., Ltd., Daewoo Engineering & Construction Co., Ltd, and Daewoo International Corporation (a subsidiary of POSCO) seeking for the disposition of assets and judgment of debt of Daewoo Moters India Ltd. in India Delhi Mumbai Court. Management of the Company has assessed the likelihood of the outcome of this matter and estimated the amount of possible loss and has made the appropriate provision for these lawsuits as of December 31, 2011 and 2012.

For all other lawsuits and claims, the Company believes that although the outcome of these matters is uncertain, the impacts of these matters are not expected to be material to the Company.

(e) Other contingencies

Company

Description

POSCO

POSCO has provided two blank promissory notes and one blank check to Korea Resources Corporation and six blank promissory notes and three blank checks to Korea National Oil Corporation as collateral for outstanding loans.

POSCO E&C Co., Ltd.

As of December 31, 2012, POSCO E&C Co., Ltd. has provided ten blank promissory notes, sixteen blank checks and six other notes, approximately amounting to 61,704 million, to Korea Housing Guarantee Co., Ltd. and other financial institutions as collateral for agreements and outstanding loans.

Daewoo International Corporation

As of December 31, 2012, Daewoo International Corporation has provided forty-five blank promissory notes and thirteen blank checks to Korea National Oil Corporation as collateral for the guarantee on performance for contracts and others.

POSCO ICT Co., Ltd.

As of December 31, 2012, POSCO ICT Co., Ltd. has provided eight blank promissory notes and ten blank checks to financial institutions as collateral for the guarantee on performance for contracts and others.

POSCO Engineering Co., Ltd.

As of December 31, 2012, POSCO Engineering Co., Ltd. has provided one note to Hana Tank Terminal Co., Ltd. as collateral for the guarantee on performance for contracts and others.

POSCO-JKPC Co., Ltd.

As of December 31, 2012, POSCO-JKPC Co., Ltd. has provided two hundred-three notes as collateral for borrowings. (JPY 747,817,793, 45% of borrowings from the Kinakyushu Bank, Ltd., 30% of borrowings from Higo bank, Ltd.)

Daewoo International Japan Corp.

As of December 31, 2012, Daewoo International Japan Corp. has provided one hundred-fifteen notes receivable (JPY 563,771,819) to Resona bank Ltd. as collateral for loans from banks.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

34. Cash Flows from Operating Activities

Adjustments for operating cash flows for the years ended December 31, 2010, 2011 and 2012 are as follows:

2010 2011 2012
(in millions of Won)

Trade accounts and notes receivable

(538,949 ) (2,402,346 ) 87,830

Other financial assets

226,211 (187,607 ) (392,090 )

Inventories

(3,518,927 ) (2,538,178 ) 1,450,431

Other current assets

(137,246 ) (310,397 ) (198,157 )

Other long-term assets

(77,912 ) 47,929 (141,037 )

Trade accounts payable

(342,177 ) 265,993 225,086

Other financial liabilities

35,008 260,306 357,502

Other current liabilities

185,226 384,943 583,159

Provisions

9,157 (36,511 ) 17,108

Payment severance benefits

(90,951 ) (574,759 ) (116,846 )

Plan assets

(140,173 ) 252,671 (191,696 )

Other long-term liabilities

(62,737 ) (12,791 ) 252,068

(4,453,470) (4,850,747 ) 1,933,358

35. Business Combinations

(a) Daewoo International Corporation

POSCO acquired a 68.15% controlling financial interest in Daewoo International Corporation, a Korean Company listed on the Korean Securities Exchange (“Daewoo International”), for 3,371,481 million in cash in 2010. There is no contingent consideration. The acquisition was consummated on September 20, 2010. Daewoo International is engaged in various business activities, such as providing export services, export agent services, intermediary trading, manufacturing, distribution and natural resource development. Goodwill arising from the acquisition primarily results from synergies the Company and its subsidiaries expect to realized. The results of operations of Daewoo International Corporation have been consolidated from the date of acquisition. Therefore, comparability with POSCO’s consolidated financial statements for prior years is impacted accordingly. The amounts of revenues and net profit of Daewoo International Corporation since the acquisition date to December 31, 2010 included in consolidated revenues and net profit amounted to 3,951,609 million and 870,295 million, respectively.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

Goodwill recognised as a result of POSCO’s acquisition of Daewoo International Corporation was as follows:

Amount
(in millions of Won)

I.Consideration transferred

3,371,481

II. Non-controlling interests (*1)

1,042,678

Total

4,414,159

III. Acquired identifiable assets and liabilities

[Assets]

Cash and cash equivalents

403,971

Trade accounts and notes receivable and other financial assets

2,881,084

Inventories

722,807

Property, plant and equipment and intangible assets

3,182,679

Other assets

1,642,274

Total

8,832,815

[Liabilities]

Trade accounts and notes payable and other financial liabilities

1,058,922

Borrowings

3,733,623

Other liabilities

790,033

Total

5,582,578

Total acquired net assets

3,250,237

IV. Goodwill recognized

1,163,922

(*1) The non-controlling interests at the acquisition date were measured using their proportionate share in the recognized amounts of Daewoo International Corporation’s identifiable net assets.

Pro-forma Information

The following summarized pro forma consolidated statement of comprehensive income information assumes that the Daewoo International Corporation acquisition occurred as of January 1, 2010. The pro forma results reflect certain adjustments related to the acquisition, such as increased depreciation and amortization expense on assets acquired from Daewoo International resulting from the fair valuation of assets acquired in place on acquisition date, i.e. September 30, 2010. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of Daewoo International Corporation.

If the Company had acquired Daewoo International Corporation as of January 1, 2010, pro-forma consolidated revenues and proforma net profit for the year ended December 31, 2010 would have been 57,967,590 million and 4,129,693 million, respectively.

(b) POSCO-Thainox Public Company Limited.

The Company has acquired additional shares in POSCO-Thainox Public Company Limited from its previous largest shareholder on September 23, 2011 in order to expand its footprint in the cold-rolled stainless steel sheets and coils market in Southeast Asia and to achieve its synergy effects with its existing operations in the region. The Company obtained control of POSCO-Thainox Public Company Limited. since its voting interest increased from 15.39% to 75.32%. There is no contingent consideration. The results of operations of POSCO-Thainox Public Company Limited have been consolidated from the date of acquisition. Therefore, comparability with POSCO’s consolidated financial statements for prior years is impacted accordingly The amounts of revenues and net profit of

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

POSCO-Thainox Public Company Limited since the acquisition date included in consolidated revenues and net profit amounted to 92,798 million and 11,658 million, respectively. Goodwill recognised in this business combination is as follows:

Amount
(in millions of Won)

I. Consideration transferred

Fair value of investment held before acquisition (*1)

99,382

Cash

390,474

Total

489,856

II. Non-controlling interests ( * 2)

121,413

Total

611,269

III. Acquired identifiable assets and liabilities

[Assets]

Cash and cash equivalents

62,080

Trade accounts and notes receivable and other financial assets

102,464

Inventories

149,901

Property, plant and equipment and intangible assets

340,487

Other assets

20,129

Total

675,061

[Liabilities]

Trade accounts and notes payable and other financial liabilities

147,382

Borrowings

11,803

Other liabilities

23,867

Total

183,052

Total acquired net assets

492,009

IV. Goodwill recognized

119,260

(*1) Upon acquisition of the business, a 57,080 million re-measurement gain on the Company’s existing investment in the acquiree prior to acquisition date (acquisition cost: 42,302 million) was recognized as finance income. The fair value of this existing investment was determined using quoted market price of the shares on acquisition date.

(*2) The non-controlling interests at the acquisition date were measured using their proportionate share in the recognized amounts of POSCO-Thainox Public Company Limited’s identifiable net assets

After obtaining control, Company acquired additional 19.61% of shares amounting to 126,927 million through tender offer. In results, the percentage of shares increased from 75.32% to 94.93% as of December 31, 2011. Carrying value of POSCO-Thainox Public Company’s net assets is 667,571 million. Regarding this transaction, non-controlling interests decreased by 95,885 million and related differential amounts amounting to 31,043 million was deducted from consolidated capital surplus since it is equity transaction between consolidated entities.

Pro-forma Information

The following summarized pro forma consolidated statement of comprehensive income information assumes that the POSCO-Thainox Public Company Limited acquisition occurred as of January 1, 2011. The pro forma results reflect certain adjustments related to the acquisition, such as increased depreciation and amortization expense on assets acquired from POSCO-Thainox Public Company Limited resulting from the fair valuation of assets acquired in place on acquisition date, September 23, 2011. The pro forma results do not include any anticipated cost synergies or other effects of the planned integration of POSCO-Thainox Public Company Limited.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

If the Company had acquired POSCO-Thainox Public Company Limited as of January 1, 2011, pro-forma consolidated revenues and pro-forma consolidated net profit for the year ended December 31, 2011 would have been 69,243,204 million and 3,726,225 million, respectively.

36. Operating Segments

(a) Our operating businesses are organized based on the nature of markets and customers. We have four reportable operating segments — steel, construction, trading and others. The steel segment includes production of steel products and revenue 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 and raw materials that are both obtained from and supplied to POSCO, as well as between other suppliers and purchasers in Korea and overseas. Other segments include power generation, liquefied natural gas production, network and system integration and logistics.

(b) Information about reportable segments as of and for the years ended December 31, 2010, 2011 and 2012 are as follows:

1) For the year ended December 31, 2010

Steel Trading Construction Others Total
(in millions of Won)

External revenues

35,527,373 6,236,030 4,348,796 1,775,056 47,887,255

Internal revenues

10,725,583 3,174,342 3,574,669 1,104,332 18,578,926

Total revenues

46,252,956 9,410,372 7,923,465 2,879,388 66,466,181

Interest income

243,306 5,829 25,312 23,986 298,433

Interest expenses

425,024 27,859 60,292 91,799 604,974

Depreciation and amortization

2,949,227 16,613 30,545 74,079 3,070,464

Impairment loss of property, plant and equipment and others

730 127,516 2,636 130,882

Impairment loss of available-for-sale financial assets

11,627 1,754 43,791 57,172

Share of profit or loss of investment in associates

(1,324 ) (852 ) (9,516 ) (11,692 )

Income tax expense

1,025,156 (47,967 ) 69,780 5,080 1,052,049

Segments profit

4,088,737 94,014 256,183 12,913 4,451,847

Segments assets

60,773,736 9,605,706 6,477,360 4,978,137 81,834,939

Investment in associate

11,694,102 1,664,760 601,559 39,845 14,000,266

Acquisition of non-current assets

10,500,517 669,485 169,591 1,480,715 12,820,308

Segments liabilities

19,570,113 7,519,031 3,632,366 3,407,866 34,129,376

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) For the year ended December 31, 2011

Steel Trading Construction Others Total
(in millions of Won)

External revenues

39,151,930 21,097,356 5,476,209 3,213,230 68,938,725

Internal revenues

17,138,610 7,525,555 2,996,933 2,446,417 30,107,515

Total revenues

56,290,540 28,622,911 8,473,142 5,659,647 99,046,240

Interest income

154,671 43,842 22,744 22,025 243,282

Interest expenses

(551,478 ) (93,532 ) (69,050 ) (110,615 ) (824,675 )

Depreciation and amortization

(2,128,182 ) (37,320 ) (31,238 ) (178,429 ) (2,375,169 )

Impairment loss of property, plant and equipment and others

(25,177 ) (34,544 ) (23,397 ) (995 ) (84,113 )

Impairment loss of available-for-sale financial assets

(136,638 ) (16,166 ) (152,804 )

Share of profit or loss of investment in associates

(33,361 ) (6,888 ) (40,249 )

Income tax expense

(1,111,709 ) (35,322 ) (22,536 ) (16,454 ) (1,186,021 )

Segments profit

3,689,461 195,298 154,618 155,277 4,194,654

Segments assets

67,961,383 12,120,560 8,764,698 6,663,297 95,509,938

Investment in associates

14,226,687 1,899,762 918,079 186,490 17,231,018

Acquisition of non-current assets

9,385,381 607,076 207,619 594,514 10,794,590

Segments liabilities

23,169,910 9,706,622 5,554,097 4,528,283 42,958,912

3) For the year ended December 31, 2012

Steel Trading Construction Others Total
(in millions of Won)

External revenues

35,258,970 18,945,642 4,675,596 4,723,943 63,604,151

Internal revenues

17,609,789 7,467,872 5,050,287 2,857,139 32,985,087

Total revenues

52,868,759 26,413,514 9,725,883 7,581,082 96,589,238

Interest income

176,229 50,907 43,815 21,811 292,762

Interest expenses

(553,508 ) (174,607 ) (48,975 ) (116,499 ) (893,589 )

Depreciation and amortization

(2,334,357 ) (35,788 ) (35,323 ) (218,515 ) (2,623,983 )

Impairment loss of property, plant and equipment and others

(46,951 ) (30,073 ) (7,734 ) (16,257 ) (101,015 )

Impairment loss of available-for-sale financial assets

(201,850 ) (254 ) (1,713 ) (20,354 ) (224,171 )

Share of profit or loss of investment in associates

(39,806 ) (5,579 ) (27 ) (2,764 ) (48,176 )

Income tax expense

(658,307 ) (184,318 ) (135,469 ) (77,139 ) (1,055,233 )

Segments profit

2,245,977 325,197 345,295 301,670 3,218,139

Segments assets

69,920,261 10,904,747 10,775,895 7,723,374 99,324,277

Investment in associates

15,802,052 1,043,018 1,130,216 435,980 18,411,266

Acquisition of non-current assets

7,629,767 395,081 167,818 781,087 8,973,753

Segments liabilities

23,105,008 7,865,399 7,008,996 4,836,641 42,816,044

(d) Reconciliations of total segment revenues, profit or loss, assets and liabilities, and other significant items to their respective consolidated financial statement line items are as follows:

1) Revenues

2010 2011 2012
(in millions of Won)

Total revenue for reportable segments

66,466,181 99,046,240 96,589,238

Elimination of inter-segment revenue

(18,578,926 ) (30,107,515 ) (32,985,087 )

47,887,255 68,938,725 63,604,151

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POSCO and Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

2) Profit

2010 2011 2012
(in millions of Won)

Total profit for reportable segments

4,451,847 4,194,654 3,218,139

Goodwill and PP&E FV adjustments

(10,873 ) (39,489 ) (58,486 )

Elimination of inter-segment profits

(255,323 ) (440,879 ) (774,047 )

Income tax expense

1,081,472 1,068,109 982,880

Profit before income tax expense

5,267,123 4,782,395 3,368,486

3) Assets

2011 2012
(in millions of Won)

Total assets for reportable segments (*1)

95,509,938 99,324,277

Equity-accounted investees

(13,393,184 ) (15,365,984 )

Goodwill and PP&E FV adjustments

4,357,046 3,657,016

Elimination of inter-segment assets

(8,064,962 ) (8,349,458 )

78,408,838 79,265,851

(*1) As segment assets and liabilities are determined based on separate financial statements, for subsidiaries which are in a different segment from that of its immediate parent company, their carrying amount in separate financial statements is eliminated upon consolidation. In addition, adjustments are made to adjust the amount of investment in associates from the amount reflected in segment assets to that determined using equity method in consolidated financial statements.

4) Liabilities

2011 2012
(in millions of Won)

Total liabilities for reportable segments

42,958,912 42,816,044

Goodwill and PP&E FV adjustments

341,852 330,791

Elimination of inter-segment liabilities

(5,621,847 ) (6,310,403 )

37,678,917 36,836,432

5) Other significant items

a) December 31, 2010

Total Segment Goodwill and
PP&E FV
adjustments
Elimination of
inter-segment
Consolidated
(in millions of Won)

Interest income

298,433 (5,505 ) 292,928

Interest expenses

604,974 (1,301 ) (16,790 ) 586,883

Depreciation and amortization

3,070,464 13,073 (47,642 ) 3,035,895

Share of profit or loss of equity-accounted investees

(11,692 ) 194,348 182,656

Income tax expense

1,052,049 29,423 1,081,472

Impairment loss of property, plant and equipment and others

130,882 (2,799 ) 128,083

Impairment of available-for-sale financial assets

57,172 57,172

5,202,282 11,772 151,035 5,365,089

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

b) December 31, 2011

Total segment Goodwill and
PP&E FV
adjustments
Elimination of
inter-segment
Consolidated
(in millions of Won)

Interest income

243,282 (27,048 ) 216,234

Interest expenses

(824,675 ) 6,312 30,015 (788,348 )

Depreciation and amortization

(2,375,169 ) (63,690 ) 172,560 (2,266,299 )

Share of profit or loss of investment in associates

(40,249 ) 90,818 50,569

Income tax expense

(1,186,021 ) 12,194 105,718 (1,068,109 )

Impairment loss of property, plant and equipment and others

(84,113 ) (14,958 ) (99,071 )

Impairment loss of available-for-sale financial assets

(152,804 ) (152,804 )

(4,419,749 ) (45,184 ) 357,105 (4,107,828 )

c) December 31, 2012

Total Segment Goodwill and
PP&E FV
adjustments
Elimination of
inter-segment
Consolidated
(in millions of Won)

Interest income

292,762 (13,955 ) 278,807

Interest expenses

(893,589 ) 1,372 20,760 (871,457 )

Depreciation and amortization

(2,623,983 ) (77,496 ) 137,719 (2,563,760 )

Share of profit or loss of investment in associates

(48,176 ) 25,474 (22,702 )

Income tax expense

(1,055,233 ) 15,150 57,203 (982,880 )

Impairment loss of property, plant and equipment and others

(101,015 ) (258,451 ) 24,070 (335,396 )

Impairment loss of available-for-sale financial assets

(224,171 ) (224,171 )

(4,653,405 ) (319,425 ) 251,271 (4,721,559 )

(e) Revenue by geographic area for years ended December 31, 2010, 2011 and 2012 are as follows:

2010 2011 2012
(in millions of Won)

Domestic

37,759,641 53,986,926 47,692,025

Japan

1,503,703 2,386,578 2,380,651

China

5,133,279 6,070,588 6,022,875

Asia excluding Japan and China

1,763,108 2,645,428 3,157,469

North America

426,138 1,281,906 1,792,706

Others

1,301,386 2,567,299 2,558,425

Total

47,887,255 68,938,725 63,604,151

In presenting information on the basis of geography, segment revenue is based on the geographical location of customers.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2012

(f) Non-current assets by geographic area as of December 31, 2011 and 2012 are as follows:

2011 2012
(in millions of Won)

Domestic

29,386,052 31,213,290

Japan

320,009 256,532

China

1,474,983 1,745,076

Asia excluding Japan and China

1,752,302 3,162,715

North America

110,702 125,206

Others

1,181,597 1,957,112

Total

34,225,645 38,459,931

Non-current assets by geographic area include investment property, property, plant and equipment, goodwill and other intangible assets.

(g) There are no customers whose revenue is 10% or more of total consolidated revenues.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and 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: April 29, 2013


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
TABLE OF CONTENTS
Part IItem 1. Identity Of Directors, Senior Managers and AdvisersItem 1. A. Directors and Senior ManagementItem 1. B. AdvisersItem 1. C. AuditorsItem 2. Offer Statistics and Expected TimetableItem 2. A. Offer StatisticsItem 2. B. Method and Expected TimetableItem 3. Key InformationItem 3. A. Selected Financial DataItem 3. B. Capitalization and IndebtednessItem 3. C. Reasons For Offer and Use Of ProceedsItem 3. D. Risk FactorsItem 4. Information on The CompanyItem 4. A. History and Development Of The CompanyItem 4. B. Business OverviewItem 4. C. Organizational StructureItem 4. D. Property, Plants and EquipmentItem 4A. Unresolved Staff CommentsItem 5. Operating and Financial Review and ProspectsItem 5. A. Operating ResultsItem 5. B. Liquidity and Capital ResourcesItem 5. C. Research and Development, Patents and Licenses, EtcItem 5. D. Trend InformationItem 5. E. Off-balance Sheet ArrangementsItem 5. F. Tabular Disclosure Of Contractual ObligationsItem 5. G. Safe HarborItem 6. Directors, Senior Management and EmployeesItem 6. A. Directors and Senior ManagementItem 6. B. CompensationItem 6. C. Board PracticesItem 6. D. EmployeesItem 6. E. Share OwnershipItem 7. Major Shareholders and Related Party TransactionsItem 7. A. Major ShareholdersItem 7. B. Related Party TransactionsItem 7. C. Interests Of Experts and CounselItem 8. Financial InformationItem 8. A. Consolidated Statements and Other Financial InformationItem 8. B. Significant ChangesItem 9. The Offer and ListingItem 9. A. Offer and Listing DetailsItem 9. B. Plan Of DistributionItem 9. C. MarketsItem 9. D. Selling ShareholdersItem 9. E. DilutionItem 9. F. Expenses Of The IssuerItem 10. Additional InformationItem 10. A. Share CapitalItem 10. AItem 10. B. Memorandum and Articles Of AssociationItem 10. BItem 10. C. Material ContractsItem 10. CItem 10. D. Exchange ControlsItem 10. DItem 10. E. TaxationItem 10. EItem 10. F. Dividends and Paying AgentsItem 10. FItem 10. G. Statements By ExpertsItem 10. GItem 10. H. Documents on DisplayItem 10. HItem 10. I. Subsidiary InformationItem 10. IItem 11. Quantitative and Qualitative Disclosures About Market RiskItem 12. Description Of Securities Other Than Equity SecuritiesItem 12. A. Debt SecuritiesItem 12. AItem 12. B. Warrants and RightsItem 12. BItem 12. C. Other SecuritiesItem 12. CItem 12. D. American Depositary SharesItem 12. DPart IIItem 13. Defaults, Dividend Arrearages and DelinquenciesItem 14. Material Modifications To The Rights Of Security Holders and Use Of ProceedsItem 15. Controls and ProceduresItem 16. [reserved]Item 16A. Audit Committee Financial ExpertItem 16B. Code Of EthicsItem 16C. Principal Accountant Fees and ServicesItem 16D. Exemptions From The Listing Standards For Audit CommitteesItem 16E. Purchases Of Equity Securities By The Issuer and Affiliated PurchasersItem 16F. Change in Registrant S Certifying AccountantItem 16G. Corporate GovernanceItem 16H. Mine Safety DisclosurePart IIIItem 17. Financial StatementsItem 18. Financial StatementsItem 19. ExhibitsNote 7 Other Financial AssetsNote 11 Investment Property, NetNote 12 Property, Plant and Equipment, NetNote 13 Goodwill and Other Intangible AssetsNote 17 ProvisionsNote 18 Employee BenefitsNote 25 Construction ContractsNote 33 Commitments and Contingencies