POSCO
As filed with the Securities and Exchange Commission on
June 24, 2008
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 20-F
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(Mark One)
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o
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REGISTRATION STATEMENT PURSUANT
TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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þ
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ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended
December 31, 2007
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OR
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o
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TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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OR
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o
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SHELL COMPANY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Date of event requiring this
shell company report
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For the transition period
from to
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Commission file number 1-13368
POSCO
(Exact name of Registrant as
specified in its charter)
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POSCO
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The Republic of Korea
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(Translation of
Registrants name into English)
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(Jurisdiction of incorporation
or organization)
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POSCO Center, 892 Daechi-4-dong,
Gangnam-gu
Seoul, Korea 135-777
(Address of principal executive
offices)
Lee, Hyeong-Soo
POSCO Center, 892 Daechi-4-dong,
Gangnam-gu,
Seoul, Korea 135-777
Telephone: +82-2-3457-1189;
E-mail: sunrise77@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.
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Title of Each Class
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Name of Each Exchange on Which Registered
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American Depositary Shares, each representing
one-fourth of one share of common stock
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New York Stock Exchange, Inc.
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Common Stock, par value Won 5,000 per share*
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New York Stock Exchange, Inc.*
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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, 2007, there
were 75,540,201 shares of common stock, par value Won 5,000
per share, outstanding
(not including
11,646,634 shares of common stock held by the company as
treasury shares)
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes þ No o
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Yes o No þ
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this
filing.
U.S. GAAP o IFRS o Other þ
If Other has been checked in response to the
previous question, indicate by check mark which financial
statement item the registrant has elected to follow.
Item 17 o Item 18 þ
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in
Rule 12b-2
of the Exchange Act).
Yes o No þ
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*
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Not for trading, but only in
connection with the registration of the American Depositary
Shares.
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GLOSSARY
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ADR
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American Depositary Receipt evidencing ADSs.
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ADR depositary
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The Bank of New York Mellon.
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ADS
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American Depositary Share representing one-fourth of one share
of Common Stock.
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Australian Dollar or A$
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The currency of the Commonwealth of Australia.
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common stock
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Common stock, par value Won 5,000 per share, of POSCO.
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deposit agreement
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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.
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Dollars, $ or US$
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The currency of the United States of America.
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Government
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The government of the Republic of Korea.
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Yen or JPY
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The currency of Japan.
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Korea
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The Republic of Korea.
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Korean GAAP
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Generally accepted accounting principles in the Republic of
Korea.
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Gwangyang Works
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Gwangyang Steel Works.
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We
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POSCO and its consolidated subsidiaries.
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Pohang Works
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Pohang Steel Works.
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Securities Act
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The United States Securities Act of 1933, as amended.
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Securities Exchange Act
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The United States Securities Exchange Act of 1934, as amended.
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SEC
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The United States Securities and Exchange Commission.
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tons
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Metric tons (1,000 kilograms), equal to 2,204.6 pounds.
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U.S. GAAP
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Generally accepted accounting principles in the United States of
America.
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Won or W
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The currency of the Republic of Korea.
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Any discrepancies in any table between totals and the sums of
the amounts listed are due to rounding.
1
PART I
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Item 1.
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Identity
of Directors, Senior Managers and Advisors
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Item 1.A.
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Directors
and Senior Management
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Not applicable
Not applicable
Not applicable
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Item 2.
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Offer
Statistics and Expected Timetable
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Not applicable
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Item 2.A.
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Offer
Statistics
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Not applicable
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Item 2.B.
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Method
and Expected Timetable
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Not applicable
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Item 3.A.
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Selected
Financial Data
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The selected financial data presented below should be read in
conjunction with our Consolidated Financial Statements and
related notes thereto and Item 5. Operating and
Financial Review and Prospects included elsewhere in this
annual report. The selected financial data as of
December 31, 2006 and 2007 and for each of the three years
in the period ended December 31, 2007 is derived from our
Consolidated Financial Statements included elsewhere in this
annual report. Our Consolidated Financial Statements are
prepared in accordance with Korean GAAP, which differ in
significant respects from U.S. GAAP.
2
INCOME
STATEMENT DATA
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For the Year Ended December 31,
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2003
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2004
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2005
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2006
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2007
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2007(11)
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(In billions of won and millions of dollars, except per share
data)
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Korean GAAP:
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Sales(1)
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W
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17,789
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W
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23,973
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W
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26,302
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W
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25,842
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W
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31,608
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US$
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33,776
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Cost of goods sold(2)
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13,451
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17,361
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18,767
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19,897
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24,903
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26,611
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Selling and administrative expenses
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1,075
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1,293
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1,451
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1,556
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1,785
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1,908
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Operating income
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3,263
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5,319
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6,083
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4,389
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4,920
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5,257
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Interest expense
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250
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192
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149
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183
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240
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256
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Foreign currency transaction and translation gains (losses), net
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(105
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)
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179
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159
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99
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(19
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)
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(20
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)
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Donations(3)
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103
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170
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153
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155
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197
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211
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Income tax expenses
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730
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1,502
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1,474
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922
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1,274
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1,362
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Net income
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2,017
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3,841
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4,007
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3,353
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3,678
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3,930
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Net income attributable to controlling interest
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1,996
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3,814
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4,022
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3,314
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3,559
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3,803
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Net income attributable to minority interest
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21
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27
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(15
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39
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119
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127
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Basic and diluted earnings per share of common stock(4)
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24,496
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47,185
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50,790
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42,115
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46,854
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50
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Dividends per share of common stock
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6,000
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8,000
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8,000
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8,000
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10,000
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10.69
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U.S. GAAP (5):
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Operating income
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W
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3,235
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W
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5,299
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W
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5,671
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W
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4,259
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W
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4,967
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US$
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5,308
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Net income
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1,997
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3,460
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4,102
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3,408
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3,565
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3,810
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Basic and diluted earnings per share of common stock
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24,508
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42,806
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51,789
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43,304
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46,938
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50.16
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BALANCE
SHEET DATA
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As of December 31,
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2003
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2004
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2005
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2006
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2007
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2007(11)
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(In billions of won and millions of dollars, except per share
data)
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Korean GAAP:
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Working capital(6)
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W
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3,450
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W
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5,493
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W
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5,759
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W
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7,155
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W
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7,769
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US$
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8,302
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Property, plant and
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equipment, net(7)
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9,846
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10,440
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12,272
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14,643
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15,582
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16,651
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Total assets(7)
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20,769
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24,129
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27,507
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31,149
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36,275
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38,763
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Long-term debt(8)(9)(10)
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2,952
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2,051
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1,131
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2,726
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3,306
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3,533
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Total shareholders Equity(7)
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13,250
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16,386
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19,874
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22,402
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25,118
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26,841
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U.S. GAAP (5):
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Property, plant and equipment, net
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W
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9,880
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W
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10,541
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W
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12,420
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W
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14,860
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W
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15,836
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US$
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16,922
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Total assets
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20,838
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24,279
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27,525
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31,208
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36,349
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38,843
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Total shareholders Equity
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13,018
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16,208
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19,498
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21,972
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24,561
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26,246
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(1) |
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Includes sales by our consolidated sales subsidiaries of steel
products purchased by such subsidiaries from third parties,
including trading companies to which we sell steel products. |
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(2) |
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Includes purchases of steel products by our consolidated
subsidiaries from third parties, including trading companies to
which we sell steel products. |
3
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(3) |
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Includes donations to educational foundations supporting basic
science and technology research. See Item 5.
Operating and Financial Review and Prospects
Item 5.C. Research and Development, Patents and Licenses,
Etc. and Note 24 of Notes to Consolidated Financial
Statements. |
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(4) |
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See Note 26 of Notes to Consolidated Financial Statements
for method of calculation. |
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(5) |
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A description of the material differences between Korean GAAP
and U.S. GAAP as well as the reconciliation to U.S. GAAP are
discussed in detail in Note 35 of Notes to Consolidated
Financial Statements. |
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(6) |
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Working capital means current assets minus current
liabilities. |
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(7) |
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Reflects revaluations of assets permitted under Korean law. |
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(8) |
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Net of current portion and discount on debentures issued. |
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(9) |
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For information regarding swap transactions entered into by us,
see Item 5. Operating and Financial Review and
Prospects Item 5.A. Operating
Results Exchange Rate Fluctuations and
Note 22 of Notes to Consolidated Financial Statements. |
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(10) |
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Monetary assets and liabilities denominated in foreign
currencies are translated into Korean Won at the basic rates in
effect at the balance sheet date and resulting translation gains
and losses are recognized in current operations. See
Notes 2 and 28 of Notes to Consolidated Financial
Statements. |
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(11) |
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Translated into U.S. Dollars at the rate of Won 935.80 to
US$1.00, the noon buying rate of the Federal Reserve Bank of New
York for Won in effect on December 31, 2007. This
translation should not be construed as a representation that the
Korean Won amounts represent, have been, or could be converted
to U.S. Dollars at that rate or any other rate. |
EXCHANGE
RATE INFORMATION
The following table sets out information concerning the noon
buying rate for the periods and dates indicated.
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At End
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Average
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Period
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of Period
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Rate(1)
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High
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Low
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(Per US$1.00)
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2003
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1,192.0
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1,183.0
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1,262.0
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1,146.0
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2004
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1,035.1
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1,139.3
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1,195.1
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1,035.1
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2005
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1,010.0
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1,023.2
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1,059.8
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997.0
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2006
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930.0
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954.3
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1002.9
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913.7
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2007
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935.8
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929.0
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950.2
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903.2
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2008 (through June 23)
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1,036.8
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990.9
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1,047.0
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935.2
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January
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943.4
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942.1
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953.2
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935.2
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February
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942.8
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943.9
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948.2
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937.2
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March
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988.6
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981.7
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1,021.5
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947.1
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April
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1,005.0
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986.9
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1,005.0
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973.5
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May
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1,028.5
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1,034.1
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1,047.0
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1,004.0
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June (through June 23)
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1,036.8
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1,029.0
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1,044.0
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1,016.8
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Source: Federal Reserve Bank of New York.
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(1) |
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The average rate for each full year is calculated as the average
of the noon buying rates on the last business day of each month
during the relevant year. The average rate for a full month is
calculated as the average of the noon buying rates on each
business day during the relevant month (or portion thereof). |
We have translated the Won amounts into Dollars in this
prospectus solely for your convenience. We make no
representation that the Won or Dollar amounts contained in this
prospectus could have been or could be converted into Dollar or
Won, as the case may be, at any particular rate or at all.
4
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|
Item 3.B.
|
Capitalization
and Indebtedness
|
Not applicable
|
|
Item 3.C.
|
Reasons
for Offer and Use of Proceeds
|
Not applicable
You should carefully consider the risks described below.
Korea
is our most important market, and our current business and
future growth could be materially and adversely affected if
economic conditions in Korea deteriorate.
We are incorporated in Korea, and most of our operations and
assets are located in Korea. In addition, Korea is our most
important market, accounting for 66.2% of our total sales volume
of steel products in 2007. Domestic demand for our products is
affected by the condition of major steel consuming industries,
such as construction, shipbuilding, automobile, electrical
appliances and downstream steel processors, and the Korean
economy in general. As a result, we are subject to political,
economic, legal and regulatory risks specific to Korea.
The economic indicators in Korea in recent years have shown
mixed signs, and future growth of the Korean economy is subject
to many factors beyond our control. Recent developments in the
Middle East including the war in Iraq and its aftermath, higher
oil prices, the general weakness of the global economy due in
part to problems in the U.S. mortgage and housing markets
and the reduced availability of credit have increased the
uncertainty of global economic prospects and may continue to
adversely affect the Korean economy. Any future deterioration of
the Korean and global economy could adversely affect our
business, financial condition and results of operations.
Developments that could have an adverse impact on Koreas
economy include:
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a slowdown in consumer spending and the overall economy;
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adverse changes or volatility in foreign currency reserve
levels, commodity prices, exchange rates, interest rates or
stock markets;
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adverse developments in the economies of countries that are
important export markets for Korea, such as the United States,
Japan and China, or in emerging market economies in Asia or
elsewhere;
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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);
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the economic impact of any pending or future free trade
agreements, including the Free Trade Agreement recently
negotiated with the United States;
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social and labor unrest;
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substantial decreases in the market prices of Korean real estate;
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a decrease in tax revenues and a substantial increase in the
Governments expenditures for unemployment compensation and
other social programs that, together, would lead to an increased
government budget deficit;
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financial problems or lack of progress in restructuring of
Korean conglomerates, other large troubled companies, their
suppliers or the financial sector;
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loss of investor confidence arising from corporate accounting
irregularities and corporate governance issues of certain Korean
conglomerates;
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geo-political uncertainty and risk of further attacks by
terrorist groups around the world;
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the recurrence of severe acute respiratory syndrome or an
outbreak of avian flu in Asia and other parts of the world;
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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;
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political uncertainty or increasing strife among or within
political parties in Korea;
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hostilities involving oil producing countries in the Middle East
and any material disruption in the supply of oil or increase in
the price of oil; and
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an increase in the level of tension or an outbreak of
hostilities between North Korea and Korea or the United States.
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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 33.8% of our total sales volume of steel products
in 2007. Our export sales volume to customers in Asia, including
China, Japan, Indonesia, Thailand and Malaysia, accounted for
68.5% of our total export sales volume for steel products in
2007, and we expect our sales to these countries, especially to
China, to remain important in the future. Accordingly, adverse
economic and financial developments in these countries may have
an adverse effect on demand for our products. Economic weakness
in Asia may also adversely affect our sales to the Korean
companies that export to the region, especially companies in the
construction, shipbuilding, automobile, electrical appliances
and downstream steel processing industries. Weaker demand in
these countries, combined with addition of new steel production
capacity, particularly in China, may also reduce export prices
in Dollar terms of our principal products. We attempt to
maintain and expand our export sales to generate foreign
currency receipts to cover our foreign currency purchases and
debt service requirements. Consequently, any decrease in our
export sales could also increase our foreign exchange risks.
Depreciation
of the value of the Won against the Dollar and other major
foreign currencies may have a material adverse effect on the
results of our operations and on the price of the
ADSs.
Depreciation of the Won may materially affect the results of our
operations because, among other things, it causes:
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an increase in the amount of Won required for us to make
interest and principal payments on our foreign
currency-denominated debt, which accounted for approximately
45.2% of our total long-term debt (excluding discounts on
debentures issued and including current portion) as of
December 31, 2007;
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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
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foreign exchange translation losses on liabilities, which lower
our earnings for accounting purposes.
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Appreciation of the Won, on the other hand, (i) causes our
export products to be less competitive by raising our prices in
Dollar terms and (ii) reduces net sales and accounts
receivables in Won from export sales, which are primarily
denominated in Dollars. However, because of the larger positive
effects of the appreciation of the Won (i.e., the reverse of the
negative effects caused by the depreciation of the Won, as
discussed above), appreciation of the Won generally has a
positive impact on our results of operations.
Fluctuations in the exchange rate between the Won and the Dollar
will also affect the Dollar equivalent of the Won price of the
shares of our common stock on the Stock Market Division of the
Korea Exchange (formerly the Korea Stock Exchange) 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.
6
We are
dependent on imported raw materials, and significant increases
in market prices of essential raw materials could adversely
affect our margins and profits.
We purchase substantially all of the principal raw materials we
use from sources outside Korea, including iron ore and coal. In
2007, POSCO imported approximately 45.5 million dry metric
tons of iron ore and 24.4 million wet metric tons of coal.
Iron ore is imported primarily from Australia, Brazil and India.
Coal is imported primarily from Australia, China, Canada and
Russia. 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 iron ore and
nickel have increased substantially in recent years. The average
price of iron ore per ton (including all associated costs such
as insurance, freight costs and customs duties) increased from
$45 in 2005 to $55 in 2006 and $64 in 2007 and increased further
in the first half of 2008. The average price of nickel per ton
(including insurance and freight costs) increased substantially
in recent years from $15,230 in 2005 to $21,654 in 2006 and
$40,619 in 2007 but decreased in the first half of 2008. In
addition, the price of coal, which remained relatively stable in
2005, 2006 and 2007, has increased substantially in the first
half of 2008. Further increases in prices of our key raw
materials and our inability to pass along such increases to our
customers could adversely affect our margins and profits.
Increased prices may also cause potential customers to defer
purchase of steel products, which would have an adverse effect
on our business, financial condition and results of operations.
We
expect global steel production capacity to continue to expand in
the near future, and over-capacity in the global steel industry
may return.
In recent years, driven in part by strong growth in steel
consumption in China, the global steel industry has experienced
renewed interest in expansion of steel production capacity.
World Steel Dynamics estimated the global crude steel production
capacity to increase from 1,340 million tons in 2006 to
1,421 million tons in 2007 and expects the production
capacity to continue to increase further in 2008, primarily as a
result of additions of new capacity in China and India.
Over-capacity in the global steel industry may return if
increase in demand from developing countries that have
experienced significant growth in the past several years does
not meet this growth in production capacity. Over-capacity will
affect our ability to expand export sales and to increase steel
production in general, as well as reduce export prices in Dollar
terms of our principal products.
Consolidation
in the global steel industry may increase
competition.
In recent years, there has been a trend toward industry
consolidation among our competitors. For example, consolidation
of Mittal and Arcelor in 2006 has created a company with
approximately 10% of global steel production capacity.
Competition from global steel manufacturers with expanded
production capacity such as ArcelorMittal and new market
entrants, especially from China and India, could result in
significant price competition, declining margins and reductions
in revenue. Our larger competitors may use their resources,
which may be greater than ours, against us in a variety of ways,
including by making additional acquisitions, investing more
aggressively in product development and capacity and displacing
demand for our export products.
Expansion
of our production operations abroad is important to our
long-term success, and our limited experience in the operation
of our business outside Korea increases the risk that our
international expansion efforts will not be
successful.
We conduct international trading and construction operations
abroad, and our business relies on a global trading network
comprised of overseas subsidiaries, branches and representative
offices. Although many of our subsidiaries and overseas branches
are located in developed countries, we also operate in numerous
countries with developing economies. In addition, we intend to
continue to expand our production operations internationally by
carefully seeking out promising investment opportunities,
particularly in China, India and Vietnam, in part to prepare for
the eventual maturation of the Korean steel market. We may enter
into joint ventures with foreign steel producers that would
enable us to rely on these businesses to conduct our operations,
establish local networks and
7
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:
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challenges caused by distance, language and cultural differences;
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higher costs associated with doing business internationally;
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legal and regulatory restrictions, including foreign exchange
controls that might prevent us from repatriating cash earned in
countries outside Korea;
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longer payment cycles in some countries;
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credit risk and higher levels of payment fraud;
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currency exchange risks;
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potentially adverse tax consequences;
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political and economic instability; and
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seasonal reductions in business activity during the summer
months in some countries.
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Several
of our products have been and may become subject to anti-dumping
or countervailing proceedings, which may have an adverse effect
on our export sales.
In recent years, several of our products have been subject to
anti-dumping or countervailing proceedings, including in the
United States and China. In addition, the European Union
initiated an anti-dumping investigation in October 2007 into our
sales of stainless steel cold-rolled coils in European
countries. We expect the European Union to announce its decision
in early 2009. Further increases in or new imposition of
anti-dumping duties, countervailing duties, quotas or tariffs on
our sales in these markets may have a material adverse effect on
our exports to these regions in the future. Our export sales and
overseas sales to customers in the United States, China and
Europe accounted for 14.0% of our sales volume of steel products
in 2007. See Item 4. Information on the
Company Item 4.B. Business Overview
Markets Exports.
Cyclical
fluctuations based on macroeconomic factors may adversely affect
the business and performance of our engineering and construction
segment.
In order to complement our steel operations, we engage in
engineering and construction activities through POSCO
Engineering & Construction Co., Ltd., a 90.9%-owned
subsidiary. The engineering and construction segment, which
accounted for approximately 8.6% of our consolidated sales in
2007, 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
our strategy of focusing on high-value-added plant construction
and urban planning and development projects such as Songdo New
City has enabled us to be exposed to a lesser degree to general
economic conditions in Korea in comparison to some of our
domestic competitors, our construction revenues have fluctuated
in the past depending on the level of domestic construction
activity including new construction orders. Our 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 the business, financial condition
and results of operations of our engineering and construction
segment.
8
Many
of our engineering and construction segments 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 our engineering and construction segments 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, we retain all cost savings on completed
contracts but are 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 our
profitability, as is our ability to quantify risks to be borne
by us and to provide for contingencies in the contract
accordingly.
We attempt to anticipate increases in costs of labor, raw
materials and parts and components in our bids on fixed-price
contracts. However, the costs incurred and gross profits
realized on a fixed-price contract may vary from our estimates
due to factors such as:
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unanticipated variations in labor and equipment productivity
over the term of a contract;
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unanticipated increases in labor, raw material, parts and
components, subcontracting and overhead costs, including as a
result of bad weather;
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delivery delays and corrective measures for poor
workmanship; and
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errors in estimates and bidding.
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If unforeseen additional expenses arise over the course of a
construction project, such expenses are usually borne by us, and
our profit from the project will be correspondingly reduced or
eliminated. If we experience significant unforeseen additional
expenses with respect to our fixed price projects, we may incur
losses on such projects, which could have a material adverse
effect on our financial condition and results of operations of
our engineering and construction segment.
The
domestic residential property business of our engineering and
construction segment is highly dependent on the real estate
market in Korea, which is substantially affected by the
Governments real estate policies.
The performance of the domestic residential property business of
our engineering and construction segment is highly dependent on
the general condition of the real estate market in Korea. The
Korean real estate market has been subject to substantial
fluctuations in recent years, and some market analysts and
commentators have warned of a property market bubble
in certain regions of Korea, particularly in the residential
sector. Such fluctuations have led the Government to introduce a
series of measures over the past few years to mitigate increases
in housing prices in Korea, which include constraints on the
amount of mortgage loans and imposition of higher real estate
and capital gains taxes, as well as discouraging redevelopment
of existing apartment complexes in certain parts of Seoul. In
addition, the Government began imposing ceilings on the prices
at which developers can sell newly constructed apartments to the
public and disclosure of certain costs related to the
development and construction of apartments. In part due to such
policies, the real estate market for new residential properties
in Korea has experienced a slowdown in recent years, with an
increase in new homes left unsold nationwide.
We cannot assure you that significant declines in demand or
prices will not take place in the Korean real estate market in
the future. Additional changes in the Governments real
estate policies may further reduce demand and depress prices for
new residential properties in Korea, which could negatively
affect our engineering and construction segments business,
results of operations and financial conditions.
We may
not be able to successfully execute our diversification
strategy.
In part to prepare for the eventual maturation of the Korean
steel market, our overall strategy includes securing new growth
engines by diversifying into new businesses related to our steel
operations that we believe will offer greater potential returns,
such as liquefied natural gas production, logistics and
magnesium coil and sheet production, as well as entering into
new businesses not related to our steel operations such as power
generation, development of alternative energy and advanced
materials, information and technology related consulting
services
9
and wireless broadband Internet access service. Our ability to
implement this diversification strategy will depend on a variety
of factors, some of which are beyond our control, including the
availability of qualified engineers and personnel, establishment
of new relationships and expansion of existing relationships
with various customers and suppliers, procurement of necessary
technology and know-how to engage in such businesses and access
to investment capital at reasonable costs. No assurance can be
given that our diversification strategy can be completed
profitably.
We are
subject to environmental regulations, and our operations could
expose us to substantial liabilities.
We are subject to national and local environmental laws and
regulations, including increasing pressure to reduce emission of
carbon dioxide relating to our manufacturing process, and our
steel manufacturing and construction operations could expose us
to risk of substantial liability relating to environmental or
health and safety issues, such as those resulting from discharge
of pollutants and carbon dioxide into the environment, the
handling, storage and disposal of solid or hazardous materials
or wastes and the investigation and remediation of contaminated
sites. We may be responsible for the investigation and
remediation of environmental conditions at currently and
formerly operated manufacturing or construction sites. We may
also be subject to associated liabilities, including liabilities
for natural resource damage, third party property damage or
personal injury resulting from lawsuits brought by the
government or private litigants. In the course of our
operations, hazardous wastes may be generated at third
party-owned or operated sites, and hazardous wastes may be
disposed of or treated at third party-owned or operated disposal
sites. If those sites become contaminated, we could also be held
responsible for the cost of investigation and remediation of
such sites, for any associated natural resource damage, and for
civil or criminal fines or penalties.
Failure
to protect our intellectual property rights could impair our
competitiveness and harm our business and future
prospects.
We believe that developing new steel manufacturing technologies
that can be differentiated from those of our competitors, such
as FINEX, strip casting and silicon steel manufacturing
technologies, is critical to the success of our business. We
take active measures to obtain protection of our intellectual
property by obtaining patents and undertaking monitoring
activities in our major markets. However, we cannot assure you
that the measures we are taking will effectively deter
competitors from improper use of our proprietary technologies.
Our competitors may misappropriate our intellectual property,
disputes as to ownership of intellectual property may arise and
our intellectual property may otherwise become known or
independently developed by our competitors. Any failure to
protect our intellectual property could impair our
competitiveness and harm our business and future prospects.
We
rely on trade secrets and other unpatented proprietary know-how
to maintain our competitive position, and unauthorized
disclosure of our trade secrets or other unpatented proprietary
know-how could negatively affect our business.
We rely on trade secrets and unpatented proprietary know-how and
information. We enter into confidentiality agreements with each
of our employees and consultants upon the commencement of an
employment or consulting relationship. These agreements
generally provide that all inventions, ideas, discoveries,
improvements and patentable material made or conceived by the
individual arising out of the employment or consulting
relationship and all confidential information developed or made
known to the individual during the term of the relationship is
our exclusive property. We cannot assure the enforceability of
these types of agreements, or that they will not be breached. We
also cannot be certain that we will have adequate remedies for
any breach. The disclosure of our trade secrets or other
know-how as a result of such a breach could adversely affect our
business.
Escalations
in tension with North Korea could have an adverse effect on us
and the market value of our securities.
Relations between Korea and North Korea have been tense
throughout Koreas modern history. The level of tension
between the two Koreas has fluctuated and may increase abruptly
as a result of current and future events. In recent years, there
have been heightened security concerns stemming from North
Koreas nuclear weapons and long-range missile programs and
increased uncertainty regarding North Koreas actions and
possible responses from the
10
international community. In December 2002, North Korea removed
the seals and surveillance equipment from its Yongbyon nuclear
power plant and evicted inspectors from the United Nations
International Atomic Energy Agency. In January 2003, North Korea
renounced its obligations under the Nuclear Non-Proliferation
Treaty. Since the renouncement, Korea, the United States, North
Korea, China, Japan and Russia have held numerous rounds of six
party multi-lateral talks in an effort to resolve issues
relating to North Koreas nuclear weapons program.
In addition to conducting test flights of long-range missiles,
North Korea announced in October 2006 that it had successfully
conducted a nuclear test, which increased tensions in the region
and elicited strong objections worldwide. In response, the
United Nations Security Council passed a resolution that
prohibits any United Nations member state from conducting
transactions with North Korea in connection with any large scale
arms and material or technology related to missile development
or weapons of mass destruction and from providing luxury goods
to North Korea, imposes an asset freeze and travel ban on
persons associated with North Koreas weapons program, and
calls upon all United Nations member states to take cooperative
action, including through inspection of cargo to or from North
Korea. In response, North Korea agreed in February 2007 at the
six-party talks to shut down and seal the Yongbyon nuclear
facility, including the reprocessing facility, and readmit
international inspectors to conduct all necessary monitoring and
verifications. In October 2007, Korea and North Korea held a
summit meeting to discuss easing tensions and fostering peace on
the Korean peninsula. Mr. Lee, Myung Bak, who became the
President of Korea in February 2008, has announced that no
further summit meetings will be held until North Korea
discontinues its nuclear weapons program.
There can be no assurance that the level of tension on the
Korean peninsula will not escalate in the future. Any further
increase in tension, including a breakdown of high-level
contacts between Korea and North Korea or occurrence of military
hostilities, could have a material adverse effect on our
operations.
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 depositarys
custodian in Korea and obtain ADRs, and holders of ADRs may
surrender ADRs to the ADR depositary and receive shares of our
common stock. However, under current Korean laws and
regulations, the depositary bank is required to obtain our prior
consent for the number of shares to be deposited in any given
proposed deposit that exceeds the difference between
(i) the aggregate number of shares deposited by us for the
issuance of ADSs (including deposits in connection with the
initial and all subsequent offerings of ADSs and stock 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 of Korea 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:
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a registration statement filed by us under the Securities Act is
in effect with respect to those shares; or
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the offering and sale of those shares is exempt from or is not
subject to the registration requirements of the Securities Act.
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11
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.
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.
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Information
on the Company
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Item 4.A.
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History
and Development of the Company
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We were established by the Government on April 1, 1968,
under the Commercial Code of Korea, 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 Stock Market Division of the Korea Exchange.
In December 1998, the Government sold all of our common stock it
owned directly, and The Korea Development Bank completed the
sale of our shares that it owned in September 2000. The
Government no longer holds any direct interest in us, and our
outstanding common stock is currently held by individuals and
institutions. See Item 7. Major Shareholders and
Related Party Transactions Item 7A. Major
Stockholders.
Our legal and commercial name is POSCO. Our principal executive
offices are located at POSCO Center, 892 Daechi-4-dong,
Gangnam-gu, Seoul, Korea, and our telephone number is
(822) 3457-0114.
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Item 4.B.
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Business
Overview
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The
Company
We are the largest and the only fully integrated steel producer
in Korea, and one of the largest steel producers in the world,
based on annual crude steel production in 2007. We produced
approximately 32.8 million tons of crude steel in 2007
(including 2.5 million tons of stainless steel), a
substantial portion of which was produced at Pohang Works and
Gwangyang Works. Currently, Pohang Works has 15.0 million
tons of annual crude steel and stainless steel production
capacity, and Gwangyang Works has an annual crude steel
production capacity of 18.0 million tons. We believe Pohang
Works and Gwangyang Works are two of the most technologically
advanced integrated steel facilities in the world. We
manufacture and sell a diversified line of steel products,
including hot rolled and cold rolled products, plates, wire
rods, silicon steel sheets and stainless steel products, and we
are able to meet a broad range of customer needs from
manufacturing industries that consume steel, including
automotive, shipbuilding, home appliance, engineering and
machinery industries.
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We sell primarily to the Korean market, with domestic sales
accounting for 66.2% of our total sales volume of steel products
in 2007. We believe that we had an overall market share of
approximately 38.6% of the total sales volume of steel products
sold in Korea in 2007. Our export sales and overseas sales to
customers abroad in 2006 and 2007 accounted for 32.3% and 33.8%
of our total sales volume of steel products, respectively. Our
major export market is Asia, with China accounting for 29.4%,
Japan 19.7% and the rest of Asia 19.5% of our total steel export
sales volume in 2007.
Business
Strategy
Leveraging on our success during the past forty years, our goal
is to strengthen our position as one of the leading steel
producers in the world and strive to rank among the top three
global steel companies in technology leadership, operational
excellence and production capacity. In recent years, the global
steel industry has undergone significant consolidation,
resulting in the emergence of steel companies with expanded
production capacity. We seek to achieve continued global
excellence in this era of consolidation through a renewed
emphasis on growth and innovation. Over the next decade, we seek
to expand our position as a global company by adding significant
production bases outside Korea. We also intend to secure growth
by further solidifying our market position in the steel sector,
while allocating additional resources into businesses that we
believe will offer us greater potential returns and serve as our
new growth engines, such as the engineering and construction,
energy and information and technology businesses.
We seek to strengthen our competitiveness and pursue growth
through the following core business strategies:
Continue
to Seek Growth Opportunities in the Steel Sector
We carefully seek out promising investment opportunities abroad,
primarily in China, India, Vietnam and Mexico, in part to
prepare for the eventual maturation of the Korean steel market.
We believe that China, India, Vietnam and Mexico will continue
to offer substantial growth opportunities, and we plan to
selectively seek investment opportunities and expand our
production base in these countries. For example, 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. In
Vietnam, we obtained an approval from the Vietnamese Government
in November 2006 to construct steel mills with an annual
production capacity of 1.2 million tons of cold rolled
products and 3.0 million tons of hot rolled products. We
began construction of a cold rolling mill with target completion
in September 2009. We also submitted a feasibility report in
June 2008 to the Vietnamese Government in order to obtain the
Prime Ministers approval for the construction and
operation of an integrated steel mill in Vietnam. In Mexico, we
are building a plant with an annual production capacity of 400
thousand tons to produce automotive steel sheets. We are also
building a global distribution network of supply chain
management centers to provide processing and logistics services
and more effectively respond to changes in consumer trends in
the global steel market. In 2007, we operated 28 supply chain
management centers worldwide that recorded aggregate sales of
1,460 thousand tons of steel products. We plan to continue
expanding our global network of supply chain management centers,
and we expect to operate 35 centers by the end of 2008. In
Korea, we plan to continue to expand our production facilities
and upgrade our facilities that utilize advanced manufacturing
technologies, and we plan to enhance the quality of our products
through continued modernization and rationalization of our
facilities.
Maintain
Technology Leadership
As part of our strategy, we have identified core products that
we plan to further develop, such as premium automobile steel
sheets, silicon steel and API-grade steel, and we will continue
to invest in developing innovative products that offer the
greatest potential returns and enhance the overall quality of
our products. In order to increase our competitiveness, we plan
to make additional investments in the development of new
manufacturing technologies, such as FINEX, strip casting,
endless rolling and environment-friendly manufacturing
processes. We will continue to refine FINEX, a low cost,
environmentally friendly steel manufacturing process that
optimizes our production capacity by utilizing non-agglomerated
iron ore fines and using non-coking coal as an energy source and
a reducing agent. We believe that FINEX offers considerable
environmental and economic advantages through elimination of
major sources of pollution such as sintering and coking plants,
as well as reducing operating and raw
13
material costs. We also plan to accelerate development of other
advanced technologies, such as strip casting that directly casts
coils from liquid steel and a rolling process that rolls hot
rolled coils up to 40 slabs at a time. We plan to further devote
additional resources into our research and development efforts
and increase the proportion of our sales of higher margin,
higher value-added products.
Pursue
Cost-Cutting through Operational and Process
Innovations
We seek to achieve cost reductions in this era of increasing raw
material costs through our company-wide process for innovation
and enhancing efficiency of operations. We believe that
strategic cost cutting measures through utilization of efficient
production methods and management discipline will strengthen our
corporate competitiveness. After implemention of Six Sigma
innovations in recent years, we are now implementing 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.
Secure
Procurement of Raw Materials through Strategic
Investments
We purchase substantially all of the principal raw materials we
use, including iron ore, coal and nickel, from sources outside
Korea. Import prices of many of the principal raw materials,
including iron ore and nickel, have increased substantially in
recent years. To secure adequate procurement of principal raw
materials, we have invested and will continue to explore
additional investment opportunities in various raw material
development projects abroad, as well as enter into long-term
contracts with leading suppliers of raw materials, principally
in Australia and Brazil.
Selectively
Seek Opportunities in Growth Industries
We will continue to selectively seek opportunities in growth
industries to diversify our business both vertically and
horizontally. New businesses not related to our steel operations
in which we intend to focus our diversification include power
generation, alternative energy development and information and
technology. POSCO Power Corporation, our wholly-owned subsidiary
that is the largest private power generation company in Korea,
signed a strategic partnership agreement in February 2007 with
FuelCell Energy, a global leader in molten carbonate fuel cell
technology, pursuant to which POSCO Power Corporation will
explore opportunities to expand into the stationary fuel cell
market. POSCO Power Corporation also began construction of a
fuel cell manufacturing plant in Pohang in 2007. Through
POSDATA, a 61.9%-owned subsidiary, we also engage in information
and technology consulting and wireless broadband Internet access
service. Businesses related to our steel operations in which we
intend to devote more resources include engineering and
construction. POSCO Engineering & Construction, our
consolidated subsidiary and one of the leading engineering and
construction companies in Korea, is primarily engaged in the
planning, design and construction of industrial plants and
architectural works and civil engineering. We will continue to
selectively seek opportunities to identify new growth engines
and diversify our operations.
Major
Products
We manufacture and sell a broad line of steel products,
including the following:
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hot rolled products;
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plates;
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wire rods;
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cold rolled products;
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silicon steel sheets; and
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stainless steel products.
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14
The tables below set out our sales revenues and sales volume by
major steel product categories for the periods indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
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2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
Billions
|
|
|
|
|
|
Billions
|
|
|
|
|
|
Billions
|
|
|
|
|
|
Billions
|
|
|
|
|
|
Billions
|
|
|
|
|
Steel Products
|
|
of Won
|
|
|
%
|
|
|
of Won
|
|
|
%
|
|
|
of Won
|
|
|
%
|
|
|
of Won
|
|
|
%
|
|
|
of Won
|
|
|
%
|
|
|
Hot rolled products
|
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|
4,185
|
|
|
|
26.1
|
|
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|
5,449
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|
|
|
25.1
|
|
|
|
5,877
|
|
|
|
25.0
|
|
|
|
4,650
|
|
|
|
20.8
|
|
|
|
4,495
|
|
|
|
16.1
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Plates
|
|
|
1,320
|
|
|
|
8.2
|
|
|
|
1,987
|
|
|
|
9.1
|
|
|
|
2,253
|
|
|
|
9.6
|
|
|
|
2,380
|
|
|
|
10.7
|
|
|
|
2,847
|
|
|
|
10.2
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|
Wire rods
|
|
|
1,064
|
|
|
|
6.6
|
|
|
|
1,351
|
|
|
|
6.2
|
|
|
|
1,528
|
|
|
|
6.5
|
|
|
|
1,243
|
|
|
|
5.6
|
|
|
|
1,458
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|
|
|
5.2
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|
Cold rolled products
|
|
|
5,208
|
|
|
|
32.4
|
|
|
|
6,564
|
|
|
|
30.2
|
|
|
|
7,527
|
|
|
|
32.0
|
|
|
|
6,765
|
|
|
|
30.3
|
|
|
|
8,672
|
|
|
|
31.1
|
|
Silicon steel sheets
|
|
|
431
|
|
|
|
2.7
|
|
|
|
531
|
|
|
|
2.4
|
|
|
|
688
|
|
|
|
2.9
|
|
|
|
681
|
|
|
|
3.0
|
|
|
|
1,105
|
|
|
|
4.0
|
|
Stainless steel products
|
|
|
3,172
|
|
|
|
19.7
|
|
|
|
4,920
|
|
|
|
22.6
|
|
|
|
4,543
|
|
|
|
19.3
|
|
|
|
5,751
|
|
|
|
25.8
|
|
|
|
8,268
|
|
|
|
29.7
|
|
Others
|
|
|
687
|
|
|
|
4.3
|
|
|
|
952
|
|
|
|
4.4
|
|
|
|
1,132
|
|
|
|
4.7
|
|
|
|
859
|
|
|
|
3.8
|
|
|
|
1,003
|
|
|
|
3.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
16,067
|
|
|
|
100.0
|
|
|
|
21,753
|
|
|
|
100.0
|
|
|
|
23,547
|
|
|
|
100.0
|
|
|
|
22,329
|
|
|
|
100.0
|
|
|
|
27,848
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
Steel Products
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
Hot rolled products
|
|
|
11,514
|
|
|
|
37.6
|
|
|
|
10,966
|
|
|
|
34.5
|
|
|
|
10,330
|
|
|
|
33.2
|
|
|
|
9,604
|
|
|
|
31.0
|
|
|
|
8,221
|
|
|
|
25.6
|
|
Plates
|
|
|
3,047
|
|
|
|
9.9
|
|
|
|
3,385
|
|
|
|
10.6
|
|
|
|
3,193
|
|
|
|
10.3
|
|
|
|
3,615
|
|
|
|
11.7
|
|
|
|
3,926
|
|
|
|
12.2
|
|
Wire rods
|
|
|
2,777
|
|
|
|
9.1
|
|
|
|
2,503
|
|
|
|
7.9
|
|
|
|
2,366
|
|
|
|
7.6
|
|
|
|
2,153
|
|
|
|
6.9
|
|
|
|
2,222
|
|
|
|
6.9
|
|
Cold rolled products
|
|
|
9,770
|
|
|
|
31.9
|
|
|
|
10,242
|
|
|
|
32.2
|
|
|
|
10,468
|
|
|
|
33.6
|
|
|
|
10,864
|
|
|
|
35.1
|
|
|
|
12,146
|
|
|
|
37.8
|
|
Silicon steel sheets
|
|
|
671
|
|
|
|
2.2
|
|
|
|
705
|
|
|
|
2.2
|
|
|
|
737
|
|
|
|
2.4
|
|
|
|
686
|
|
|
|
2.2
|
|
|
|
934
|
|
|
|
2.9
|
|
Stainless steel products
|
|
|
1,778
|
|
|
|
5.8
|
|
|
|
2,069
|
|
|
|
6.5
|
|
|
|
1,919
|
|
|
|
6.2
|
|
|
|
2,260
|
|
|
|
7.3
|
|
|
|
2,694
|
|
|
|
8.4
|
|
Others
|
|
|
1,100
|
|
|
|
3.5
|
|
|
|
1,926
|
|
|
|
6.1
|
|
|
|
2,100
|
|
|
|
6.7
|
|
|
|
1,802
|
|
|
|
5.8
|
|
|
|
1,967
|
|
|
|
6.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
30,657
|
|
|
|
100.0
|
|
|
|
31,796
|
|
|
|
100.0
|
|
|
|
31,115
|
|
|
|
100.0
|
|
|
|
30,984
|
|
|
|
100.0
|
|
|
|
32,110
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The sales revenues and sales volumes in the tables above
represent the steel product sales of our consolidated entities
which are steel-related companies but do not include the
non-steel product sales of these entities. They include sales by
our consolidated sales subsidiaries of steel products purchased
by these subsidiaries from third parties, including trading
companies to which we sell steel products. The sales of steel
products purchased from third parties amounted to approximately
1.4 million tons in 2003, 1.0 million tons in 2004,
1.0 million tons in 2005, 0.8 million tons in 2006 and
1.0 million tons in 2007, accounting for Won
679 billion in 2003, Won 699 billion in 2004, Won
807 billion in 2005, Won 470 billion in 2006 and Won
623 billion in 2007, respectively.
Hot
Rolled Products
Hot rolled coils and sheets have many different industrial
applications. They are used to manufacture structural steel used
in the construction of buildings, industrial pipes and tanks,
and automobile chassis. Hot rolled coil is also manufactured in
a wide range of widths and thickness as the feedstock for higher
value-added products such as cold rolled products and silicon
steel sheets.
Our deliveries of hot rolled products amounted to
8.2 million tons in 2007, representing 25.6% of our total
sales volume of steel products. The Korean market accounted for
6.7 million tons or 81.4% of our hot rolled product sales
in 2007, representing a domestic market share of approximately
40%. The largest customers of our hot rolled products are
downstream steelmakers in Korea who use the products to
manufacture pipes and cold rolled products.
Hot rolled products constitute one of our two largest product
categories in terms of sales volume. In 2007, our sales volume
of hot rolled products decreased by 14.4% compared to 2006
primarily due to an increase in the quantity set aside for use
in the production of cold rolled products.
15
Plates
Plates are used in shipbuilding, structural steelwork, offshore
oil and gas production, power generation, mining, and the
manufacture of earth-moving and mechanical handling equipment,
boiler and pressure vessels and other industrial machinery.
Our deliveries of plates amounted to 3.9 million tons in
2007, representing 12.2% of our total sales volume of steel
products. The Korean market accounted for 3.7 million tons
or 94.1% of our plate sales in 2007, representing a domestic
market share of approximately 35%. The Korean shipbuilding
industry, which uses plates to manufacture chemical tankers,
rigs, bulk carriers and containers, and the construction
industry are our largest customers of plates.
In 2007, our sales volume of plates increased by 8.6% compared
to 2006 primarily due to an increase in demand from the
shipbuilding industry.
Wire
Rods
Wire rods are used mainly by manufacturers of wire, nails,
bolts, nuts and welding rods. Wire rods are also used in the
manufacture of coil springs, tension bars and tire cords in the
automobile industry.
Our deliveries of wire rods amounted to 2.2 million tons in
2007, representing 6.9% of our total sales volume of steel
products. The Korean market accounted for 1.7 million tons
or 77.4% of our wire rod sales in 2007, representing a domestic
market share of approximately 50%. The largest customers for our
wire rods are manufacturers of wire ropes and fasteners.
In 2007, our sales volume of wire rods increased by 3.2%
compared to 2006 primarily due to an increase in demand from the
automobile industry.
Cold
Rolled Products
Cold rolled coils and further refined galvanized cold rolled
products are used mainly in the automobile industry to produce
car body panels. Other users include the household goods,
electrical appliances, engineering and metal goods industries.
Our deliveries of cold rolled products amounted to
12.1 million tons in 2007, representing 37.8% of our total
sales volume of steel products. The Korean market accounted for
6.0 million tons or 49.1% of our cold rolled product sales
in 2007, representing a domestic market share of approximately
45%.
Cold rolled products constitute our largest product category in
terms of sales volume and revenue. Sales of cold rolled products
in recent years have experienced growth due to an increase in
demand from the automobile industry, which we were able to
satisfy through an increase in production resulting from the
renovation of a cold rolling mill. In 2007, our sales volume of
cold rolled products increased by 11.8% compared to our sales
volume in 2006.
Silicon
Steel Sheets
Silicon steel sheets are used mainly in the manufacture of power
transformers and generators and rotating machines.
Our deliveries of silicon steel sheets amounted to 934 thousand
tons in 2007, representing 2.9% of our total sales volume of
steel products. The Korean market accounted for 423 thousand
tons or 45.3% of our silicon steel sheet sales in 2007,
representing a domestic market share of approximately 95%.
In 2007, our sales volume of silicon steel sheets increased by
36.1% compared to 2006 due to an increase in demand from
manufacturers of power transformers and generators, which we
were able to satisfy through an increase in production resulting
from the renovation of our silicon steel sheet manufacturing
facilities.
16
Stainless
Steel Products
Stainless steel products are used to manufacture household goods
and are also used by the chemical industry, paper mills, the
aviation industry, the automobile industry, the construction
industry and the food processing industry.
Our deliveries of stainless steel products amounted to
2.7 million tons in 2007, representing 8.4% of our total
sales volume of steel products. The Korean market accounted for
1.0 million tons or 37.1% of our stainless steel product
sales in 2007, representing a domestic market share of
approximately 60%.
Stainless steel products constitute our second largest product
category in terms of revenue. Although sales of stainless steel
products accounted for only 8.4% of our total sales volume in
2007, they represented 29.7% of our total revenues from sales of
steel products in 2007. Our sales volume of stainless steel
products increased by 19.2% in 2007 compared to 2006 due to an
increase in demand from the stainless steel products industry
and stabilization of production from China.
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
66.2% of our total sales volume of steel products in 2007. Our
export sales and overseas sales to customers abroad represented
33.8% of our total sales volume of steel products in 2007. 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
55.1 million tons in 2007. We sold a total of
21.3 million tons of steel products in Korea in 2007,
maintaining an overall domestic market share of approximately
38.6% for such period.
The table below sets out sales of steel products in Korea for
the periods indicated.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
Source
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
POSCOs sales
|
|
|
21,121
|
|
|
|
46.6
|
|
|
|
23,599
|
|
|
|
50.0
|
|
|
|
22,880
|
|
|
|
48.5
|
|
|
|
20,991
|
|
|
|
42.3
|
|
|
|
21,256
|
|
|
|
38.6
|
|
Other Korean steel companies sales
|
|
|
17,838
|
|
|
|
39.3
|
|
|
|
15,969
|
|
|
|
33.9
|
|
|
|
15,957
|
|
|
|
33.9
|
|
|
|
18,052
|
|
|
|
36.4
|
|
|
|
21,224
|
|
|
|
38.5
|
|
Imports(1)
|
|
|
6,411
|
|
|
|
14.1
|
|
|
|
7,595
|
|
|
|
16.1
|
|
|
|
8,287
|
|
|
|
17.6
|
|
|
|
10,591
|
|
|
|
21.3
|
|
|
|
12,628
|
|
|
|
22.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total domestic sales(1)
|
|
|
45,370
|
|
|
|
100.0
|
|
|
|
47,163
|
|
|
|
100.0
|
|
|
|
47,124
|
|
|
|
100.0
|
|
|
|
49,634
|
|
|
|
100.0
|
|
|
|
55,108
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Source: 2007 Official Statistics, Korea Iron & Steel
Association. |
Total domestic sales increased by 4.0% in 2004, primarily
resulting from an increase in demand from the automobile,
consumer appliance, and shipbuilding industries which more than
offset a decrease in demand from the construction industry.
Imports from foreign competitors, primarily from Japan, China
and Russia, showed strong growth as import sales volume
increased by 18.5% in 2004 to 7.6 million tons. Growth in
domestic sales volume of other Korean steel companies decreased
by 10.5% in 2004 while our domestic sales volume increased by
11.7% in 2004 to 23.6 million tons. Accordingly, our market
share increased to 50.0% in 2004 from 46.6% in 2003.
In 2005, total domestic sales decreased by 0.1%, primarily due
to a decrease in demand from the construction industry, which
more than offset an increase in demand from the automobile and
shipbuilding industries. Imports from foreign competitors,
primarily from Japan, China, and Russia, showed strong growth as
import sales volume
17
increased by 9.1% in 2005 to 8.3 million tons. Growth in
domestic sales volume of other Korean steel companies decreased
by 0.1% in 2005 while our domestic sales volume decreased by
3.0% in 2005 to 22.9 million tons. Accordingly, our market
share decreased to 48.5% in 2005 from 50.0% in 2004.
In 2006, total domestic sales increased by 5.3%, primarily due
to an increase in demand from the shipbuilding and automobile
industries, which more than offset a decrease in demand from the
construction industry. Imports from foreign competitors,
primarily from Japan, China, and Russia, showed strong growth as
import sales volume increased by 27.8% in 2006 to
10.6 million tons. Growth in domestic sales volume of other
Korean steel companies increased by 13.1% in 2006 while our
domestic sales volume decreased by 8.3% in 2006 to
21.0 million tons. Accordingly, our market share decreased
to 42.3% in 2006 from 48.5% in 2005.
In 2007, total domestic sales increased by 11.0%, primarily due
to an increase in demand from the shipbuilding and automobile
industries, which more than offset a decrease in demand from the
construction industry. Imports from foreign competitors,
primarily from Japan, China, and Russia, showed strong growth as
import sales volume increased by 19.2% in 2007 to
12.6 million tons. Growth in domestic sales volume of other
Korean steel companies increased by 17.6% in 2007 and our
domestic sales volume increased by 1.3% in 2007 to
21.3 million tons. Accordingly, our market share decreased
to 38.6% in 2007 from 42.3% in 2006.
We sell in Korea higher value-added and other finished products
to end-users and semi-finished products to other steel
manufacturers for further processing. Local distribution
companies and sales affiliates sell finished steel products to
low-volume customers. We provide service technicians for large
customers and distributors in each important product area.
For a discussion of our domestic sales of steel products and
factors that may affect domestic sales in the future, see
Item 5. Operating and Financial Review and
Prospects Item 5.A. Operating Results.
Exports
Our export sales and overseas sales to customers abroad
represented 33.8% of our total sales volume of steel products in
2007, 68.5% of which was generated from exports sales and
overseas sales to customers in Asian countries. Our export sales
and overseas sales to customers abroad in terms of sales volume
increased by 8.6% to 10.9 million tons in 2007. The tables
below set out our export sales and overseas sales to customers
abroad in terms of sales volume of steel products by
geographical market and by product for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
Region
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
China
|
|
|
3,510
|
|
|
|
36.8
|
|
|
|
3,138
|
|
|
|
38.3
|
|
|
|
2,640
|
|
|
|
32.1
|
|
|
|
2,524
|
|
|
|
25.3
|
|
|
|
3,186
|
|
|
|
29.4
|
|
Japan
|
|
|
1,719
|
|
|
|
18.0
|
|
|
|
1,661
|
|
|
|
20.3
|
|
|
|
1,843
|
|
|
|
22.4
|
|
|
|
1,959
|
|
|
|
19.6
|
|
|
|
2,137
|
|
|
|
19.7
|
|
Asia (other than China and Japan)
|
|
|
2,259
|
|
|
|
23.7
|
|
|
|
1,502
|
|
|
|
18.3
|
|
|
|
1,636
|
|
|
|
19.9
|
|
|
|
1,895
|
|
|
|
19.0
|
|
|
|
2,112
|
|
|
|
19.5
|
|
North America
|
|
|
715
|
|
|
|
7.5
|
|
|
|
737
|
|
|
|
9.0
|
|
|
|
761
|
|
|
|
9.2
|
|
|
|
963
|
|
|
|
9.6
|
|
|
|
756
|
|
|
|
7.0
|
|
Europe
|
|
|
236
|
|
|
|
2.5
|
|
|
|
116
|
|
|
|
1.4
|
|
|
|
34
|
|
|
|
0.4
|
|
|
|
318
|
|
|
|
3.2
|
|
|
|
546
|
|
|
|
5.0
|
|
Others
|
|
|
1,096
|
|
|
|
11.5
|
|
|
|
1,043
|
|
|
|
12.7
|
|
|
|
1,320
|
|
|
|
16.0
|
|
|
|
2,335
|
|
|
|
23.3
|
|
|
|
2,117
|
|
|
|
19.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,535
|
|
|
|
100.0
|
|
|
|
8,198
|
|
|
|
100.0
|
|
|
|
8,234
|
|
|
|
100.0
|
|
|
|
9,994
|
|
|
|
100.0
|
|
|
|
10,854
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
|
Thousands
|
|
|
|
|
Steel Products
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
of Tons
|
|
|
%
|
|
|
Hot rolled products
|
|
|
2,464
|
|
|
|
25.8
|
|
|
|
2,049
|
|
|
|
25.0
|
|
|
|
1,960
|
|
|
|
23.8
|
|
|
|
2,477
|
|
|
|
24.8
|
|
|
|
1,531
|
|
|
|
14.1
|
|
Plates
|
|
|
363
|
|
|
|
3.8
|
|
|
|
295
|
|
|
|
3.6
|
|
|
|
229
|
|
|
|
2.8
|
|
|
|
228
|
|
|
|
2.3
|
|
|
|
231
|
|
|
|
2.1
|
|
Wire rods
|
|
|
598
|
|
|
|
6.3
|
|
|
|
252
|
|
|
|
3.1
|
|
|
|
333
|
|
|
|
4.1
|
|
|
|
498
|
|
|
|
5.0
|
|
|
|
502
|
|
|
|
4.6
|
|
Cold rolled products
|
|
|
4,649
|
|
|
|
48.8
|
|
|
|
4,139
|
|
|
|
50.5
|
|
|
|
4,142
|
|
|
|
50.3
|
|
|
|
4,774
|
|
|
|
47.8
|
|
|
|
6,186
|
|
|
|
57.0
|
|
Silicon steel sheets
|
|
|
223
|
|
|
|
2.3
|
|
|
|
245
|
|
|
|
3.0
|
|
|
|
262
|
|
|
|
3.2
|
|
|
|
369
|
|
|
|
3.7
|
|
|
|
511
|
|
|
|
4.7
|
|
Stainless steel products
|
|
|
795
|
|
|
|
8.3
|
|
|
|
1,019
|
|
|
|
12.4
|
|
|
|
1,032
|
|
|
|
12.5
|
|
|
|
1,245
|
|
|
|
12.4
|
|
|
|
1,695
|
|
|
|
15.6
|
|
Others
|
|
|
443
|
|
|
|
4.7
|
|
|
|
199
|
|
|
|
2.4
|
|
|
|
276
|
|
|
|
3.3
|
|
|
|
403
|
|
|
|
4.0
|
|
|
|
198
|
|
|
|
1.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
9,535
|
|
|
|
100.0
|
|
|
|
8,198
|
|
|
|
100.0
|
|
|
|
8,234
|
|
|
|
100.0
|
|
|
|
9,994
|
|
|
|
100.0
|
|
|
|
10,854
|
|
|
|
100.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table below sets out our total sales, including non-steel
sales, by geographical location of customers for the periods
indicated. See Note 30 of Notes to Consolidated Financial
Statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
Geographical Location of Customers
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In billions of won)
|
|
|
Korea
|
|
W
|
18,566
|
|
|
W
|
17,250
|
|
|
W
|
19,970
|
|
China
|
|
|
3,118
|
|
|
|
3,070
|
|
|
|
4,504
|
|
Asia (other than China and Japan)
|
|
|
1,502
|
|
|
|
1,486
|
|
|
|
2,042
|
|
Japan
|
|
|
1,372
|
|
|
|
1,312
|
|
|
|
1,742
|
|
North America
|
|
|
550
|
|
|
|
610
|
|
|
|
732
|
|
Other
|
|
|
1,194
|
|
|
|
2,114
|
|
|
|
2,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
26,302
|
|
|
|
25,842
|
|
|
|
31,608
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The above tables include sales by our consolidated sales
subsidiaries of steel products purchased by these subsidiaries
from third parties, including trading companies to which we sell
steel products.
The table below sets out the worlds apparent crude steel
use for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
Apparent crude steel use (million metric tons)
|
|
|
984
|
|
|
|
1,091
|
|
|
|
1,113
|
|
|
|
1,178
|
|
|
|
1,250
|
|
Percentage of annual increase (decrease)
|
|
|
7.3
|
%
|
|
|
10.9
|
%
|
|
|
2.0
|
%
|
|
|
5.8
|
%
|
|
|
6.1
|
%
|
Source: International Iron and Steel Institute.
In recent years, driven in part by strong growth in steel
consumption in China, the global steel industry has experienced
renewed interest in expansion of steel production capacity.
World Steel Dynamics estimated the global crude steel production
capacity to increase from 1,340 million tons in 2006 to
1,421 million tons in 2007 and expects the production
capacity to increase further in 2008, primarily as a result of
additions of new capacity in China and India. Over-capacity in
the global steel industry may return if increase in demand from
developing countries that have experienced significant growth in
recent years does not meet this growth in production capacity.
We distribute our export products mostly through Korean trading
companies and our overseas sales subsidiaries. Our largest
export market in 2007 was China, which accounted for 29.4% of
our export volume of steel products, including sales by our
overseas subsidiaries. The principal products exported to China
are cold rolled products and stainless steel products. Our
exports to China amounted to 2.6 million tons in 2005,
2.5 million tons in 2006 and 3.2 million tons in 2007.
Exports to China decreased by 15.9% in 2005 and 4.4% in 2006
primarily due to our decision to focus on meeting increased
domestic demand and an adjustment of our sales volume from China
to other countries with more favorable market price conditions.
Our exports to China increased by 26.2% in 2007
19
primarily due to favorable market price conditions in China in
2007. Our exports to Japan increased from 1.8 million tons
in 2005 to 2.0 million tons in 2006 and 2.1 million
tons in 2007 primarily due to a general increase in the Japanese
market price for our products. Sales volume to Asian countries
other than China and Japan increased from 1.6 million tons
in 2005 to 1.9 million tons in 2006 and 2.1 million
tons primarily due to a general increase in demand from Asian
countries.
In 2006, our exports to the United States and Europe increased
from an aggregate of 0.8 million tons in 2005 to an
aggregate of 1.3 million tons in 2006, primarily due to
favorable market price conditions in these regions during the
first half of 2006. Our sales volume to the United States and
Europe remained stable at an aggregate of 1.3 million tons
in 2007.
A significant part of our sales in North America are made to
USS-POSCO Industries (UPI), a
50-50 joint
venture between U.S. Steel Corporation and us. We sell hot
rolled products to UPI, which uses such products to manufacture
cold rolled and galvanized steel products for sale in the United
States. Our sales to UPI were 572 thousand tons in 2005, 730
thousand tons in 2006 and 494 thousand tons in 2007, accounting
for approximately 75% of our sales to North America in 2005, 76%
in 2006 and 65% in 2007.
In the United States, a number of our products have been subject
to anti-dumping and countervailing proceedings since 1992. As a
result of these proceedings, our sales of corrosion resistant
steel are subject to a countervailing duty margin of 0.07% and
an anti-dumping duty margin of 0.35%, but none is actually
imposed pursuant to the de minimis margin rule. Our sales of
stainless steel plates are subject to an anti-dumping duty of
1.19% and our sales of stainless steel sheets are subject to an
anti-dumping duty of 0.92%.
In China, we are subject to an anti-dumping duty of 11.0% on our
sales of stainless cold rolled steel since December 2000.
However, we entered into a suspension agreement in December 2000
with China and agreed to certain price undertakings. Since then,
we have been exporting certain types of stainless cold rolled
steel products to China that are exempt from such anti-dumping
duty.
In Europe, the European Union initiated an anti-dumping
investigation in October 2007 into our sales of stainless steel
cold-rolled coils in European countries. We expect the European
Union to announce its decision in early 2009.
Our products that have been subject to anti-dumping or
countervailing proceedings in the aggregate have not accounted
for a material portion of our total sales in recent years.
Consequently, the anti-dumping or countervailing duties imposed
on our products have not had a material adverse effect on our
total sales. However, there can be no assurance that further
increases in or new imposition of dumping duties, countervailing
duties, quotas or tariffs on our sales in the United States,
China, Europe or elsewhere may not have a material adverse
effect on our exports to these or other regions in the future.
Pricing
Policy
We determine the sales price of our products based on market
conditions. In setting prices, we take into account our costs,
including those of raw materials, supply and demand in the
Korean market, exchange rates, and conditions in the
international steel market.
Our export prices can fluctuate considerably over time,
depending on market conditions and other factors. The export
prices of our higher value-added steel products in the largest
markets are determined considering the prices of the similar
products charged by our competitors. Export prices in Dollar
terms increased in the first half of 2005, primarily as a result
of general recovery of the global economy and continued increase
in steel consumption in China, as well as increases in
transportation costs and prices of raw materials. However, our
export prices in Dollar terms decreased in the second half of
2005 due to excessive supply of steel products from China. Our
export prices in Dollar terms rebounded in the first half of
2006 due to the recovery of the global steel markets resulting
primarily from an increase in demand from the United States and
Europe starting in the second quarter, but decreased in the
second half of 2006 as such demand slowed. Our export prices in
Dollar terms increased in 2007 due to strong demand from China
and Japan. Our export prices in Dollar terms have increased
further in the first half of 2008, driven primarily by increases
in prices of raw materials such as iron ore and coal and strong
market demand.
20
Raw
Materials
Steel
Production
The principal raw materials used in producing steel through the
basic oxygen steelmaking method are iron ore and coal. We import
all of the coal and virtually all of the iron ore that we use.
In 2007, POSCO imported approximately 45.5 million dry
metric tons of iron ore and 24.4 million wet metric tons of
coal. Iron ore is imported primarily from Australia, Brazil and
India. Coal is imported primarily from Australia, China, Canada
and Russia.
In 2007, we purchased most of our iron ore and coal imports
pursuant to long-term contracts. POSCO purchased approximately
12.8% of its iron ore and coal imports in 2007 from foreign
mines in which we have made an investment. The long-term
contracts generally have terms of three to ten years and provide
for periodic price adjustments to the then-market prices. The
long-term contracts require us to purchase certain fixed amounts
of relevant raw materials each year, and we typically have an
option to increase or decrease such fixed amounts up to 5% or
10% each year. We or the suppliers may cancel the long-term
contracts only if performance under the contracts is prevented
by causes beyond our or their control and these causes continue
for a specified period.
The average price of coal per ton (including all associated
costs such as insurance, freight costs and customs duties)
decreased from $114 in 2005 to $111 in 2006 and $104 in 2007,
but has increased substantially in the first half of 2008. The
average price of iron ore per ton (including all associated
costs such as insurance, freight costs and customs duties)
increased from $45 in 2005 to $55 in 2006 and $64 in 2007 and
increased further in the first half of 2008. We currently do not
depend on any single country or supplier for our coal or iron
ore.
In April 2002, we entered into an agreement with BHP Billiton,
Itochu Corporation and Mitsui Corporation and invested
A$16.3 million to establish the largest iron ore
development project in Australia. We have a 20% interest in the
project, while BHP Billiton, Itochu and Mitsui have 65%, 8% and
7% interests, respectively. We are obligated under the agreement
to purchase 3.0 million tons of iron ore each year,
representing approximately 8% of our total annual iron ore
procurement amount, for twenty-five years starting in 2003. The
purchase price is determined based on the global market price at
the time of purchase. We purchased 3.2 million tons of iron
ore from this development project in 2005, 2.9 million tons
in 2006 and 2.9 million tons in 2007.
Since 2004, we have made the following investments in Australia:
(i) A$51 million to acquire a 20% interest in a coal
mine project in Foxleigh, Australia, securing 1.5 million
tons of coal per year, (ii) A$10 million to acquire a
3.6% interest in a coal mine in Glennies Creek, NSW, Australia,
securing 0.5 million tons of coal per year,
(iii) A$12.5 million to acquire a 5% interest in a
coal mine in Carborough Downs, Queensland, Australia, securing
50 thousand tons of coal per year, (iv) A$18 million
to acquire 40 million shares of Murchison Metals Ltd. to
develop iron ore mines in the western region of Australia
(v) A$30 million to acquire a 10% interest in a coal
mine in Newpac, NSW, Australia, to secure 0.5 million tons
of coal per year, (vi) A$25 million to acquire a
19.99% interest in Cockatoo Coal Ltd. to secure 1.0 million
tons of coal per year, and (vii) A$7.2 million to
acquire a 19.99% interest in Sandfire Resourses Ltd. to secure
30% of all productions from its mines including manganese, iron
ore and zinc. In addition, we invested approximately
$25 million to acquire a 2.5% stake in a coal mine project
in Elkview, Canada, securing an additional 0.5 million tons
of coal per year. POS-Minerals Corporation also entered into a
joint venture agreement with General Moly in February 2008 to
form a limited liability company to develop a molybdenum mine in
Nevada, United States. POS-Minerals Corporation holds a 20.0%
interest in the company. In April 2008, we also invested
$200 million in a consortium with Pallinghurst Resources
LLP, American Metals & Coal International, Inc. and
Investec Limited to pursue various mining opportunities. As the
first co-investment by the consortium, we acquired a 13%
interest in a manganese project in Kalahari, South Africa to
secure approximately 130 thousand tons of manganese ore per
year. We continue to seek opportunities to enter into additional
strategic relationships that would enhance our ability to meet
our requirements for high quality raw materials.
Stainless
Steel Production
The principal raw materials for the production of stainless
steel are wrought nickel, ferrochrome, stainless steel scrap and
carbon steel scrap. We purchase a substantial portion of our
requirements for wrought nickel from leading producers in
Australia, Indonesia, New Caledonia, Russia and Japan, as well
as Korea. A substantial portion of the requirements for
ferrochrome are purchased from producers in South Africa, India
and Kazakhstan. Most of the
21
requirements for stainless steel scrap are sourced from domestic
and overseas suppliers in Japan, United States and Southeast
Asian countries. As for the requirements for carbon steel scrap,
scrap from the Pohang Steelworks is also utilized. The average
price of nickel per ton (including insurance and freight costs)
increased substantially in recent years from $15,230 in 2005 to
$21,654 in 2006 and $40,619 in 2007 but decreased in the first
half of 2008, primarily due to an increase in demand for
stainless steel from China. The average price of scrap iron per
ton (including insurance and freight costs) decreased from $275
in 2005 to $254 in 2006 but increased to $330 in 2007.
In order to secure stable sources of nickel for stainless steel
production, we entered into a joint venture in June 2006 with
Société Minière du Sud Pacifique S.A. to
establish SNNC Co., Ltd. We hold a 49.0% interest in the company
that is primarily engaged in nickel smelting, and
Société Minière du Sud Pacifique S.A., a Franch
major mining company, holds the remaining interest. SNNC is
currently constructing a nickel smelting works with the capacity
of 300 thousand tons and target operation date of September 2008.
Transportation
Since 1983, we have retained a fleet of dedicated bulk carriers
to transport our raw materials through long-term contracts with
shipping companies in Korea. These dedicated bulk carriers
transported approximately 75% of our coal and iron ore in 2007,
with the remaining 25% transported by other vessels through
chartering contracts. All imported raw materials are unloaded at
our port facilities in Pohang and Gwangyang. Costs of
transportation of iron ore and coal represented approximately
21% and 13% of the total cost of such materials in 2007. We
expect transportation costs of raw materials to increase in 2008
primarily due to the increase in oil prices in recent years.
The
Steelmaking Process
Our major production facilities, Pohang Works and Gwangyang
Works, produce steel by the basic oxygen steelmaking method. The
stainless steel plant at Pohang Works produces stainless steel
by the electric arc furnace method. Continuous casting improves
product quality by imparting a homogenous structure to the
steel. Pohang Works and Gwangyang Works produce all of their
products through continuous casting.
Steel
Basic Oxygen Steelmaking Method
First, molten pig iron is produced in a blast furnace from iron
ore, which is the basic raw materials used in steelmaking.
Molten pig iron is then refined into molten steel in converters
by blowing pure oxygen at high pressure to remove impurities.
Different desired steel properties may also be obtained by
regulating the chemical contents.
At this point, molten steel is made into semi-finished products
such as slab, blooms or billets at the continuous casting
machine. Slab, blooms and billets are produced at different
standardized sizes and shapes. Slab, blooms and billets are
semi-finished lower margin products that we either use to
produce our further processed products or sell to other
steelmakers that produce further processed steel products.
Slab are processed to produce hot rolled coil products at hot
strip mills or to produce plates at plate mills. Hot rolled
coils are an intermediate stage product that may either be sold
to our customers as various finished products or be further
processed by us or our customers into higher value-added
products, such as cold rolled sheets and silicon steel sheets.
Blooms and billets are processed into wire rods at wire rod
mills.
Stainless
Steel Electric Arc Furnace Method
Stainless steel is produced from stainless steel scrap, chrome,
nickel and steel scrap using an electric arc furnace. Stainless
steel is then processed into higher value-added products by
methods similar to those used for steel production. Stainless
steel slab are produced at a continuous casting mill. The slab
are processed at hot rolling mills into stainless steel hot
coil, which can be further processed at cold strip mills to
produce stainless cold rolled steel products.
22
Competition
Domestic
Market
We are currently the only fully integrated steel producer in
Korea. We generally face fragmented competition in the domestic
market. In hot rolled products, where we had a market share of
approximately 40% in 2007, 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 45% and 60% in 2007, respectively, we compete with
smaller specialized domestic manufacturers and various foreign
producers, primarily from China and Japan.
We may face increased competition in the future from new
specialized or integrated domestic manufacturers of steel
products in the Korean market. Our biggest competitor in Korea
is Hyundai Steel, an electric-furnace steel producer with annual
crude steel production of 11.3 million tons in 2007.
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 Steels takeover of Arcelor in 2006 created a
company with approximately 10% of global steel production
capacity. Competition from global steel manufacturers with
expanded production capacity such as ArcelorMittal, and new
market entrants, especially from China and India, could result
in a significant increase in competition. Major competitive
factors include range of products offered, quality, price,
delivery performance and customer service. Our larger
competitors may use their resources, which may be greater than
ours, against us in a variety of ways, including by making
additional acquisitions, investing more aggressively in product
development and capacity and displacing demand for our export
products.
Various export markets currently impose tariffs on different
types of steel products. However, we do not believe that tariffs
significantly affect our ability to compete in these markets.
Subsidiaries
and Global Joint Ventures
Steel
Production
In order to effectively implement our strategic initiatives and
to solidify our leadership position in the global steel
industry, we have established various subsidiaries and global
joint ventures around the world.
We established POSCO Specialty Steel Co., Ltd. as a wholly-owned
subsidiary in Korea in February 1997. POSCO Specialty Steel
produces high-quality steel products for the automobile,
machinery, nuclear power plant, shipbuilding, aeronautics and
electronics industries. Production facilities operated by POSCO
Specialty Steel have an aggregate annual production capacity of
859 thousand tons of wire rods, round bars, steel pipes and
semi-finished products. POSCO Specialty Steel Co., Ltd. produced
862 thousand tons of such products in 2007.
In order to expand our sale of value-added products, we
established POSCO Coated and Color Sheet Co., Ltd. by merging a
coated steel manufacturer and a color sheet manufacturer in
March 1999. POSCO Coated and Color Sheet produces 600 thousand
tons a year of both galvanized and aluminized steel sheets
widely used in the construction, automobile parts and home
appliances industries. POSCO Coated and Color Sheet also
produces color sheets with an annual capacity of 300 thousand
tons that are mainly used for interior and exterior materials
and home appliances.
We entered into an agreement with Sagang Group Co. to establish
Zhangjiagang Pohang Stainless Steel Co., Ltd., a joint venture
company in China for the manufacture and sale of stainless cold
rolled steel products. We have an 82.5% interest in the joint
venture (including 23.9% interest of POSCO China Holding
Corporation). The plant commenced production of stainless cold
rolled steel products in December 1998. The joint venture also
completed
23
the construction of new mills in July 2006 with additional
annual production capacity of 800 thousand tons of stainless hot
rolled products. Zhangjiagang Pohang Stainless Steel produced
780 thousand tons of stainless steel products in 2007.
We currently hold an 80.0% interest in Qingdao Pohang Stainless
Steel Co., Ltd. (including a 10.0% interest by POSCO China
Holding Corporation), a joint venture set up to manufacture and
sell stainless cold rolled steel products in China. Construction
of the plant operated by Qingdao Pohang Steel began in April
2003 and became operational in December 2004, with an annual
production capacity of 180 thousand tons of stainless cold
rolled steel products. Qingdao Pohang Steel produced 183
thousand tons of such products in 2007.
In August 2003, we entered into a joint venture agreement with
Benxi Iron and Steel Group in China to establish Benxi Steel
POSCO Cold Rolled Sheet Co., Ltd. and build a cold rolling mill
with annual production capacity of 1.8 million tons. The
cold rolling mill became operational in March 2006 and produced
1.3 million tons of such products in 2007. We expect the
plant to reach its full production capacity in late 2008. We
currently hold a 25.0% interest in this joint venture.
In November 2003, we launched POSCO China Holding Corporation, a
wholly-owned holding company for our investments in China. POSCO
China Holding Corporation also provides support to our Chinese
investment projects and affiliated companies with their
marketing efforts in China and solidifies their business
relationships with clients and suppliers.
In addition to the above investments, we are carefully seeking
out additional promising investment opportunities abroad. In
June 2005, we entered into a memorandum of understanding with
Orissa State Government of India for the construction of an
integrated steel mill and the development of iron ore mines in
Orissa state. We estimate the aggregate costs of the initial
round of construction and mine development to be approximately
$3.7 billion and an additional cost of approximately
$8.3 billion in order to increase the annual production
capacity to 12 million tons of plates and hot rolled
products. In 2007, we obtained environmental clearances from the
Indian Government required for the construction of a steel plant
and a related port. We are currently in the process of acquiring
an area of approximately 4,000 acres for the construction,
as well as obtaining regulatory approvals for the development of
iron ore mines.
We also obtained an approval from the Vietnamese Government in
November 2006 to construct steel mills with an annual production
capacity of 1.2 million tons of cold rolled products and
3.0 million tons of hot rolled products, pursuant to which
we expect to invest $211 million and finance the remainder
to construct a $528 million cold rolling mill with target
completion in September 2009. We also submitted a feasibility
report in June 2008 to the Vietnamese Government in order to
obtain the Prime Ministers approval for the construction
and operation of an integrated steel mill in Vietnam.
In Mexico, we are planning to build an automotive steel sheet
plant to supply automobile manufacturers in Mexico and
Southwestern United States. We expect to invest
$143 million and finance the remainder to construct a
$239 million automotive steel sheet plant with an annual
capacity of 0.4 million tons with target completion in June
2009. The plant construction is currently progressing as
planned, and the mechanical and electrical erection will begin
in June 2008.
In the United States, we entered into a joint venture in March
2007 with US Steel and SeAH to establish United Spiral Pipe to
produce American Petroleum Institute-compliant pipes targeting
customers in the United States and Canada. We hold a 35%
interest in the company. US Steel and we will each supply 50% of
the hot-rolled steel required for the production of pipes.
United Spiral Pipe is currently constructing a $129 million
manufacturing plant with an annual production capacity of
270,000 tons with target completion in April 2009.
In order to secure an alternative sales source for stainless
hot-rolled steel products and an export base for expanding into
the Southeast Asia stainless steel markets, we acquired a 15.0%
interest in Thainox Stainless Public Company Limited, a major
stainless steel manufacturer in Thailand, in 2007.
We also established approximately thirty 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
24
2007, our twenty-eight supply chain management centers recorded
aggregate sales of 1,460 thousand tons of steel products. We
plan to continue expanding our global network of supply chain
management centers, and we expect to operate 35 centers by the
end of 2008.
Steel
Trading
Our trading activities consist of exporting and importing a wide
range of steel products that are both obtained from and supplied
to POSCO, as well as between other suppliers and purchasers in
Korea and overseas. To strengthen our global market presence, we
are coordinating these trading activities through a global
trading network comprised of overseas subsidiaries, branches and
representative offices. Such subsidiaries and offices support
our trading activities by locating suitable local suppliers and
purchasers on behalf of ourselves as well as customers,
identifying business opportunities and providing information
regarding local market conditions. Our consolidated subsidiaries
engaged in steel trading include POSCO Steel Service &
Sales Co., Ltd. that primarily focuses in the domestic market,
and POSCO Asia Company Limited located in Hong Kong, POSCO Japan
Co., Ltd. located in Tokyo, Japan and POSCO America Corporation
located in New Jersey, U.S.A.
Engineering
and Construction
POSCO Engineering & Construction 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 Engineering & Construction has
established itself as one of the premier engineering and
construction companies in Korea through:
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its strong and stable customer base; and
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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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Leveraging its technical know-how and track record of building
some of the leading industrial complexes in Korea, POSCO
Engineering & Construction 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 Engineering & Construction is
co-developing with Gale International, a respected real estate
developer based in the United States. We believe that overseas
demand for complex industrial plants, urban planning and
development projects and skyscrapers will continue to offer
substantial growth opportunities, and POSCO
Engineering & Construction is currently engaged in
construction activities in China, Vietnam, India, Latin America
and the Middle East, as well as various other locations.
Energy
We have accumulated several decades of experience and know-how
in a wide range of energy-related fields, including natural gas
and other forms of power generation. As part of our
diversification efforts, we strive to identify appropriate
opportunities for power generation, renewable energy projects,
liquefied natural gas logistics and natural gas exploration.
In order to make inroads into the power generation business, in
2006 we completed the acquisition of the largest domestic
private power generation company that operates a liquefied
natural gas combined cycle power plant with total power
generation capacity of 1,800 megawatts and renamed it POSCO
Power Corporation. POSCO Power Corporation plans to continue to
expand its power generation capacity. In order to meet the
increasing demand for clean and renewable sources of energy,
POSCO Power Corporation signed a strategic partnership agreement
in February 2007 with FuelCell Energy, a global leader in molten
carbonate fuel cell technology, pursuant to which POSCO Power
Corporation will explore opportunities to expand into the
stationary fuel cell market. POSCO Power Corporation also began
construction of a fuel cell manufacturing plant in Pohang in
2007.
25
In the field of liquefied natural gas logistics, we constructed
the Gwangyang liquefied natural gas receiving terminal, which is
equipped with two 100,000 cubic meter storage tanks, two
open-rack vaporizers and other processing facilities. In July
2007, we began expanding the terminal to increase the storage
capacity from 200,000 cubic meters to 365,000 cubic meters by
September 2010.
We are also actively seeking business opportunities in upstream
energy resources exploration, especially in the field of natural
gas. In 2007, we participated in the Aral Sea Exploration
Project in Uzbekistan, purchasing a 9.8% interest from the Korea
National Oil Corporation. We expect the drilling activity to
commence in early 2009.
Information
and Technology
Through POSDATA, a 61.9%-owned subsidiary, we have diversified
our business into information and technology consulting and
system network integration and outsourcing services, as well as
wireless broadband Internet access service, or WiBro, and
worldwide interoperability for microwave access service, or
WiMAX. POSDATA also completed the initial stages of the
nationwide electronic toll collection project for Koreas
highway system, and is currently promoting accelerated adoption
of WiMAX services in overseas markets. POSDATA also engages in
convergent information technology equipment manufacturing
businesses such as electronic toll collection systems, digital
video surveillance products, Internet protocol phones and
multifunction units. We expect to launch Internet protocol
television services in the second half of this year.
Others
We acquired or established several subsidiaries that address
specific services to support the operations of Pohang Works and
Kwangyang Works. POSCON Co., Ltd., acquired in 1986, provides
industrial engineering services to member companies of the POSCO
Group and manufacturing services utilizing automation
technology. POSCO Machinery & Engineering Co., Ltd.
and POSCO Machinery Co., Ltd. were established to perform
maintenance of our manufacturing equipment. POSCO Refractories
and Environment Company Ltd. manufactures refractories and
industrial furnaces.
We also entered into a joint venture with Mitsui Corporation of
Japan for a 51.0% interest in POSCO Terminal Co., Ltd. that
provides logistics services related to storage and
transportation of raw materials used in steel production and
other industries. Facilities operated by POSCO Terminal Co.,
Ltd. currently have an annual handling capacity of
6.3 million tons.
Insurance
As of December 31, 2007, our property, plant and equipment
are insured against fire and other casualty losses up to Won
8,876 billion. In addition, we carry general insurance for
vehicles and accident compensation insurance for our employees
to the extent we consider appropriate.
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Item 4.C.
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Organizational
Structure
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The following table sets out the jurisdiction of incorporation
and our ownership interests of our significant subsidiaries:
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Jurisdiction of
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Percentage of
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Name
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Incorporation
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Ownership
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POSCO Engineering & Construction Co., Ltd.
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Korea
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90.9
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%
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POSCO Power Corporation
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Korea
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100.0
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%
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Zhangjiagang Pohang Stainless Steel Co., Ltd.
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China
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82.5
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%
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POSCO Specialty Steel Co., Ltd.
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Korea
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100.0
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%
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POSCO Steel Service & Sale Co., Ltd.
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Korea
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95.3
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%
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POSDATA Co., Ltd.
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Korea
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61.9
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%
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26
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Item 4.D.
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Property,
Plants and Equipment
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Our principal properties are Pohang Works, which is located at
Youngil Bay on the southeastern coast of Korea, and Gwangyang
Works, which is located in Gwangyang City in the southwestern
region of Korea. We expect to increase our production capacity
in the future when we increase our capacity as part of our
facilities expansion or as a result of continued modernization
and rationalization of our existing facilities. For a discussion
of major items of our capital expenditures currently in
progress, see Item 5. Operating and Financial Review
and Prospects Item 5.B. Liquidity and Capital
Resources Liquidity Capital Expenditures
and Capital Expansion.
Pohang
Works
Construction of Pohang Works began in 1970 and ended in 1983. We
increased the annual crude steel and stainless steel production
capacity of Pohang Works from 14.3 million tons in 2007 to
15.0 million tons at the end of 2007 through the
installation of a de-phosporization facility at Pohang
Works no. 2 steelmaking plant. Pohang Works produces
a wide variety of steel products. Products produced at Pohang
Works include hot rolled sheets, plates, wire rods and cold
rolled sheets, as well as specialty steel products such as
stainless steel sheets and silicon steel sheets. These products
can also be customized to meet the specifications of our
customers.
Situated on a site of 8.9 million square meters at Youngil
Bay on the southeastern coast of Korea, Pohang Works consists of
40 plants, including iron-making, crude steelmaking and
continuous casting and other rolling facilities. Pohang Works
also has docking facilities capable of accommodating ships as
large as 250,000 tons for unloading raw materials, storage areas
for up to 45 days supply of raw materials and
separate docking facilities for ships carrying products for
export. Pohang Works is equipped with an up-to-date computerized
production-management system allowing constant monitoring and
control of the production process.
The following table sets out Pohang Works capacity
utilization rates for the periods indicated.
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For the Year Ended December 31,
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2003
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2004
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2005
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2006
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2007
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Crude steel and stainless steel production capacity (million
tons per year)
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12.67
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13.30
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13.30
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13.30
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14.30
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Actual crude steel and stainless steel output (million tons)
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12.67
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13.45
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13.36
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12.60
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13.66
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Capacity utilization rate (%)(1)
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100.0
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101.1
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100.4
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94.7
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95.5
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(1) |
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Calculated by dividing actual crude steel and stainless steel
output by the actual crude steel and stainless steel production
capacity for the relevant period as determined by us. |
Gwangyang
Works
Construction of Gwangyang Works began in 1985 on a site of
13.7 million square meters reclaimed from the sea in
Gwangyang City in the southwestern region of Korea. We increased
the annual crude steel production capacity of Gwangyang Works
from 16.7 million tons in 2007 to 18.0 million tons at
the end of 2007 through the installation of a de-phosporization
facility at Gwangyang Works no. 2 steelmaking plant.
Gwangyang Works specializes in high volume production of a
limited number of steel products. Products manufactured at
Gwangyang Works include both hot and cold rolled types.
Gwangyang Works is comprised of 43 plants, including iron-making
plants, steelmaking plants, continuous casting plants, hot strip
mills and thin-slab hot rolling plants. The site also features
docking and unloading facilities for raw materials capable of
accommodating ships of as large as 300,000 tons for unloading
raw materials, storage areas for 40 days supply of
raw materials and separate docking facilities.
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
27
with an up-to-date 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.
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For the Year Ended December 31,
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2003
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2004
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2005
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2006
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2007
|
|
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Crude steel production capacity (million tons per year)
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16.23
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16.70
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16.70
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16.70
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16.70
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Actual crude steel output (million tons)
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16.23
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16.76
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17.19
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17.45
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17.41
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Capacity utilization rate (%)(1)
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100.0
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100.4
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102.9
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104.5
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104.2
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(1) |
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Calculated by dividing actual crude steel output by the actual
crude steel production capacity for the relevant period as
determined by us. |
The
Environment
We believe we are in compliance with applicable environmental
laws and regulations in all material respects. Our levels of
pollution control are higher than those mandated by Government
standards. We established an on-line environmental monitoring
system with real-time feedback on pollutant levels and a
forecast system of pollutant concentration in surrounding areas.
We also undergo periodic environmental inspection by both
internal and external inspectors in accordance with ISO 14001
standards to monitor execution and maintenance of our
environmental management plan. We recently invested in
comprehensive flue gas treatment facilities at some of sinter
plants, dust collector at steelmaking plants and coke wastewater
treatment facilities. In addition, we recycle most of
by-products from the steelmaking process. We also have been
developing environmentally friendly products such as chrome-free
steel sheets in an effort to compete with products from the
European Union, the United States and Japan and meet
strengthened environmental regulations. Anticipating the trend
toward increasing regulation of chrome in various steel
products, we have introduced chrome-free steel products meeting
international environmental standards in 2006 that are used to
manufacture automobile oil tanks.
We plan to continue to invest in developing more environmentally
friendly steel manufacturing processes. We commenced research
and development for a new steel manufacturing technology called
FINEX in 1992 jointly with the Research Institute of Industrial
Science and Technology and VOEST Alpine, an Australian company,
and we completed the construction of our first FINEX plant with
an annual production capacity of 1.5 million tons in May
2007. We will continue to refine FINEX, a low cost,
environmentally friendly steel manufacturing process that we
believe optimizes our production capacity by utilizing
non-agglomerated iron ore fines and using non-coking coal as an
energy source and a reducing agent. We believe that FINEX offers
considerable environmental and economic advantages by
eliminating major sources of pollution such as sinter and coke
plants, as well as decreasing operating and raw material costs.
In response to increasingly strict regulation on greenhouse gas
emissions as outlined in the Kyoto Protocol, we engage in
various Clean Development Mechanism projects to strive to reduce
carbon dioxide emissions during the steel manufacturing process
and acquire certified emission reductions. We plan to register
three projects with the United Nations, including a combined
cycle power generation facility that uses waste gas and a
hydropower generation facility at Gwangyang Works. We are also
linking onsite and offsite investment projects to Clean
Development Mechanism projects, such as strip casting and fuel
cells.
POSCO spent Won 127 billion in 2005, Won 194 billion
in 2006 and Won 494 billion in 2007 on anti-pollution
facilities.
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Item 4A.
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Unresolved
Staff Comments
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We do not have any unresolved comments from the Securities and
Exchange Commission staff regarding our periodic reports under
the Exchange Act of 1934.
28
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Item 5.
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Operating
and Financial Review and Prospects
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Item 5.A.
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Operating
Results
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Our results of operations are affected by sales volume, unit
prices and product mix, costs and production efficiency and
exchange rate fluctuations.
Overview
Sales
Volume, Prices and Product Mix
In recent years, our net sales have been affected by the
following factors:
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the demand for our products in the Korean market and our
capacity to meet that demand;
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our ability to compete for sales in the export market;
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price levels; and
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our ability to improve our product mix.
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Domestic demand for our products is affected by the condition of
major steel consuming industries, such as construction,
shipbuilding, automobile, electrical appliances and downstream
steel processors, and the Korean economy in general.
Our sales volume decreased by 0.4% in 2006 but increased by 3.6%
in 2007. Our crude steel output decreased from 31.4 million
tons in 2005 to 31.2 million tons in 2006, and sales volume
decreased from 31.1 million tons in 2005 to
31.0 million tons in 2006. In 2007, our crude steel output
increased to 32.8 million tons and sales volume increased
to 32.1 million tons primarily due to an increase in
production resulting from completion of relining of no. 3
blast furnace of Pohang Works and commencement of operation of
the FINEX plant. For a discussion of our sales volume and
revenues by major products and markets from 2003 to 2007, see
Item 4. Information on the Company
Item 4.B. Business Overview Major
Products and Markets.
In 2006, unit sales price in Won for all of our principal
product lines other than silicon steel sheets and stainless
steel products decreased, and the weighted average unit prices
for our products decreased by 4.8%, partially due to
appreciation of the Korean Won against the Dollar in 2006 that
contributed to a decrease in our export prices in Won terms. The
average exchange rate of the Korean Won against the Dollar
appreciated from Won 1,023.2 per Dollar in 2005 to Won 954.3 per
Dollar in 2006. Unit sales price of hot rolled products, which
accounted for 31.0% of total sales volume, decreased by 14.9% in
2006. Unit sales price of cold rolled products, which accounted
for 35.1% of total sales volume, decreased by 13.4% in 2006.
Unit sales price of wire rods, which accounted for 6.9% of total
sales volume, decreased by 10.6%. Unit sales price of plates,
which accounted for 11.7% of total sales volume, decreased by
6.7% in 2006. These decreases were partially offset by a 7.5%
increase in unit sales price of stainless steel products, which
accounted for 7.3% of total sales volume in 2006 and also by a
6.2% increase in unit sales price of silicon steel sheets, which
accounted for 2.2% of total sales volume in 2006.
In 2007, unit sales price in Won for all of our principal
product lines increased, and the weighted average unit prices
for our products increased by 20.4% in 2007 compared to 2006
despite an appreciation of the Korean Won against the Dollar in
2007 that contributed to a decrease in our export prices in Won
terms. The average exchange rate of the Korean Won against the
Dollar appreciated from Won 954.3 per Dollar in 2006 to Won
929.0 per Dollar in 2007. Unit sales price of stainless steel
products, which accounted for 8.4% of total sales volume,
increased by 20.6% in 2007. Unit sales price of silicon steel
sheets, which accounted for 2.9% of total sales volume,
increased by 19.3% in 2007. Unit sales price of wire rods, which
accounted for 6.9% of total sales volume, increased by 13.6% in
2007. Unit sales price of cold rolled products, which accounted
for 37.8% of total sales volume, increased by 14.7% in 2007.
Unit sales price of hot rolled products, which accounted for
25.6% of total sales volume, increased by 12.9% in 2007. Unit
sales price of plates, which accounted for 12.2% of total sales
volume, increased by 10.2% in 2007.
Export prices in Dollar terms increased in the first half of
2005 primarily as a result of general recovery of the global
economy and continued increase in steel consumption in China, as
well as increases in transportation costs
29
and prices of raw materials. However, our export prices in
Dollar terms decreased in the second half of 2005 due to
excessive supply of steel products from China. Our export prices
in Dollar terms rebounded in the first half of 2006 due to the
recovery of the global steel markets resulting primarily from an
increase in demand from the United States and Europe
starting in the second quarter, but decreased in the second half
of 2006 as such demand slowed during this period. Our export
prices in Dollar terms increased in 2007 due to strong demand
from China and Japan. Our export prices in Dollar terms have
increased further in the first half of 2008 driven by increases
in prices of raw materials such as iron ore and coal and strong
market demand. See Item 4. Information on the
Company Item 4.B. Business Overview
Markets Exports.
The table below sets out the average unit sales prices for our
semi-finished and finished steel products for the periods
indicated.
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For the Year Ended December 31,
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Products
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2005
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2006
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2007
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(In thousands of won per ton)
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Hot rolled products
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W
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568.9
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W
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484.2
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W
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546.8
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Plates
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705.4
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658.4
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725.2
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Wire rods
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645.9
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577.2
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656.0
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Cold rolled products
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719.0
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622.7
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714.0
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Silicon steel sheets
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934.0
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991.8
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1,182.9
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Stainless steel products
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2,366.9
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2,544.3
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3,069.0
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Others
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538.6
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476.6
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509.5
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Average(1)
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W
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756.8
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W
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720.6
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W
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867.3
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(1) |
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Average prices are based on the weighted average, by
sales volume, of our sales for the listed products. See
Item 4. Information on the Company
Item 4.B. Business Overview Major
Products. |
Costs
and Production Efficiency
Our major costs and operating expenses are raw material
purchases, depreciation, labor and other purchases.
The table below sets out a breakdown of our total costs and
operating expenses as a percentage of our net sales for the
periods indicated.
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For the Year Ended December 31,
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2005
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2006
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2007
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(Percentage of net sales)
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Cost of goods sold
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71.4
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%
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77.0
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%
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78.8
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%
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Selling and administrative expenses(1)
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5.5
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6.0
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5.6
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Total operating expenses
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76.9
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83.0
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84.4
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Gross margin
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28.6
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23.0
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21.2
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Operating margin
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23.1
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17.0
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15.6
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(1) |
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See Note 23 of Notes to Consolidated Financial Statements. |
Our production efficiency in recent years has continued to
benefit from operation near or in excess of stated capacity
levels. Production capacity represents our maximum production
capacity that can be achieved with an optimal level of
operations of our facilities. We expect to increase our
production capacity in the future when we increase our
production capacity as part of our facilities expansion or as a
result of continued modernization and rationalization of our
existing facilities. See Item 4. Information on the
Company Item 4.D. Property, Plants and
Equipment.
30
The table below sets out certain information regarding our
efficiency in the production of steel products for the periods
indicated.
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For the Year Ended December 31,
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2005
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2006
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2007
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Crude steel and stainless steel production capacity (million
tons per year)(1)
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30.9
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31.2
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32.8
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Actual crude steel and stainless steel output (million tons)
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31.4
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31.2
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|
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32.8
|
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Capacity utilization rate (%)
|
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|
101.6
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99.9
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99.9
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Steel product sales (million tons)(2)
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31.12
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30.98
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32.11
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Man-hours
per ton of crude steel produced(3)
|
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1.16
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1.06
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0.91
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|
(1) |
|
Includes production capacity of POSCO Specialty Steel Co., Ltd.
and Zhangjiagang Pohang Stainless Steel Co., Ltd. |
|
(2) |
|
Includes sales by our consolidated sales subsidiaries of steel
products purchased by them from third parties, including trading
companies to which we sell steel products. These sales amounted
to approximately 1.4 million tons in 2003, 1.0 million
tons in 2004, 1.0 million tons in 2005, 0.8 million
tons in 2006 and 1.0 million tons in 2007. |
|
(3) |
|
Does not include in the calculation employees of our
subsidiaries or subcontractors. |
Exchange
Rate Fluctuations
Exchange rate fluctuations also have affected our results of
operations and liquidity in recent years. Foreign exchange
translation gains and losses arise as a result of fluctuations
in the rates of exchange of Won to the foreign currencies in
which some of our assets and liabilities are denominated
(primarily Dollars and Yen). Depreciation of the Won may
materially affect the results of our operations because, among
other things, it causes:
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|
an increase in the amount of Won required for us to make
interest and principal payments on our foreign
currency-denominated debt, which accounted for approximately
45.2% of our total long-term debt (excluding discounts on
debentures issued and including current portion) as of
December 31, 2007;
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an increase in Won terms in the costs of raw materials and
equipment that we purchase from overseas sources and a
substantial portion of our freight costs, which are denominated
in Dollars; and
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|
foreign exchange translation losses on liabilities, which lower
our earnings for accounting purposes.
|
Appreciation of the Won, on the other hand, (i) causes our
export products to be less competitive by raising our prices in
Dollar terms and (ii) reduces net sales and accounts
receivables in Won from export sales, which are primarily
denominated in Dollars. However, because of the larger positive
effects of the appreciation of the Won (i.e., the reverse of the
negative effects caused by the depreciation of the Won, as
discussed above), appreciation of the Won generally has a
positive impact on our results of operations. See
Item 3. Key Information Exchange Rate
Information.
We attempt to minimize our exposure to currency fluctuations by
attempting to maintain export sales, which result in foreign
currency receipts, at a level that covers foreign currency
obligations to the extent feasible. As a result, a decrease in
our export sales could increase our foreign exchange risks. From
time to time we also enter into cross currency swap agreements
in the management of our interest rate and currency risks and
currency forward contracts with financial institutions to reduce
the fluctuation risk of future cash flows. As of
December 31, 2007, we had entered into swap contracts,
currency forward contracts and currency future contracts. The
net valuation gain of our derivatives contracts was
approximately Won 9.1 billion and the net transaction gain
was Won 11.4 billion in 2007. We may incur losses under our
existing contracts or any swap or other derivative product
transactions entered into in the future. See Note 22 of
Notes to Consolidated Financial Statements.
31
Impairment
Loss on the No. 2 Mini-mill at Gwangyang
Works
We started the construction of the no. 2 mini-mill at Gwangyang
Works in 1997. Our board of directors decided in May 1998 to
temporarily suspend the construction of the mini-mill due to the
unstable economic condition in Korea and the Asia Pacific
Region. Due to the continuing unstable economic condition and
related decrease in the selling price of products, which in turn
resulted in the deterioration in profitability, the
managements operations committee decided in April 2002 to
cease the construction of the no. 2 mini-mill. We
recognized impairment losses on the
construction-in-progress
in Gwangyang no. 2 mini-mill amounting to Won
469.6 billion in 2003 and 2004 and reclassified related
machinery held to be disposed of in the future as other
investment assets as of December 31, 2004. We entered into
a contract with Al-Tuwairqi Trading and Contracting
Establishment of Saudi Arabia in June 2006 to sell the
no. 2 mini-mill equipment for $96 million. Dismantling
and transportation of the equipment is expected to be completed
in the second half of 2008. The book values of property, plant
and equipment held for sale amounted to Won 70 billion and
are classified as other investment assets as of
December 31, 2007.
Reportable
Operating Segments
We have three reportable operating segments a steel
segment, an engineering and construction segment and a trading
segment. The steel segment includes production of steel products
and sale of such products. The engineering and construction
segment includes planning, designing and construction of
industrial plants, civil engineering projects and commercial and
residential buildings, both in Korea and overseas. The trading
segment consists of exporting and importing a wide range of
steel products that are both obtained from and supplied to
POSCO, as well as between other suppliers and purchasers in
Korea and overseas. The operations of all other entities which
fall below the reporting thresholds are included in the
others segment, and include power generation,
liquefied natural gas production, network and system
integration, logistics and magnesium coil and sheet production.
See Note 30 of Notes to Consolidated Financial Statements.
Inflation
Inflation in Korea, which was 2.8% in 2005, 2.2% in 2006 and
2.5% in 2007, has not had a material impact on our results of
operations in recent years.
Critical
Accounting Estimates
Our financial statements are prepared in accordance with Korean
GAAP and reconciled to U.S. GAAP. The preparation of these
financial statements under Korean GAAP as well as the
U.S. GAAP reconciliation requires us to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates. We have identified
the following areas where we believe assumptions and estimates
are particularly critical to the financial statements:
Allowance
for Doubtful Accounts
We maintain an allowance for doubtful accounts for exposures in
our receivable balances that represent our estimate of probable
losses in our short-term and long-term receivable balances.
Determining the allowance for doubtful accounts requires
significant management judgment and estimates including, among
others, the credit worthiness of our customers, experience of
historical collection patterns, potential events and
circumstances affecting future collections and the ongoing risk
assessment of our customers ability to pay. Unforeseen
circumstances such as adverse market conditions that deviate
significantly from our estimates may require us to change the
timing of and make additional allowances to our receivable
balances.
Valuation
of Investment Securities and Derivatives
We invest in various financial instruments including debt and
equity securities and derivatives. Depending on the accounting
treatment specific to each type of financial instrument, an
estimate of fair value is required to determine the
instruments effect on our consolidated financial
statements.
32
If available, quoted market prices provide the best indication
of fair value. We determine the fair value of our securities
using quoted market prices when available, including quotes from
dealers trading those securities. If quoted market prices are
not available, we determine the fair value based on pricing or
valuation models, quoted prices of instruments with similar
characteristics or discounted cash flows. The fair value of
unlisted equity securities held for investment (excluding those
of affiliates and subsidiaries) is based on the latest
obtainable net asset value of the investees, which often
reflects cost or other reference events. These fair values based
on pricing and valuation models, discounted cash flow analysis,
or net asset values are subject to various assumptions used
which, if changed, could significantly affect the fair value of
the investments.
When the fair value of a listed equity security or the net
equity value of an unlisted equity security declines compared to
acquisition cost and is not expected to recover (impaired
investment security), the value of the equity security is
adjusted to its fair value or net asset value, with the
valuation loss charged to current operations. When the fair
value of a held-to-maturity or an available-for-sale investment
debt security declines compared to the acquisition cost and is
not expected to recover (impaired investment security), the
carrying value of the debt security is adjusted to its fair
value with the resulting valuation loss charged to current
operations.
As part of this impairment review, the investees operating
results, net asset value and future performance forecasts as
well as general market conditions are taken into consideration.
If we believe, based on this review, that the market value of an
equity security or a debt security may realistically be expected
to recover, the loss will continue to be classified as
temporary. If economic or specific industry trends worsen beyond
our estimates, valuation losses previously determined to be
recoverable may need to be charged as a valuation loss in
current operations.
Significant management judgment is involved in the evaluation of
declines in value of individual investments. The estimates and
assumptions used by our management to evaluate declines in value
can be impacted by many factors, such as the financial
condition, earnings capacity and near-term prospects of the
company in which we have invested, the length of time and the
extent to which fair value has been less than cost, and our
intent and ability to hold the related security for a period of
time sufficient to allow for any recovery in market value. The
evaluation of these investments is also subject to the overall
condition of the economy and its impact on the capital markets.
Any changes in these assumptions could significantly affect the
valuation and timing of recognition of valuation losses
classified as other than temporary.
Impairment
of Long-lived Assets
The depreciable lives of long-lived assets are estimated and the
assets are reviewed for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may
not be recovered. The recoverable amount is measured at the
greater of net selling price or value in use. When the book
value of long-lived asset exceeds the recoverable value of the
asset due to obsolescence, physical damage or a sharp decline in
market value and the amount is material, the impairment of
assets is recognized and the assets carrying value is
reduced to its recoverable value and the resulting impairment
loss is charged to current operations. Such recoverable value is
based on our estimates of the future use of assets that is
subject to changes in market conditions.
Our estimates of the useful lives and recoverable values of
long-lived assets are based on historical trends adjusted to
reflect our best estimate of future market and operating
conditions. Also, our estimates include the expected future
period in which the future cash flows are expected to be
generated from continuing use of the assets that we review for
impairment and cash outflows to prepare the assets for use that
can be directly attributed or allocated on a reasonable and
consistent basis. If applicable, estimates also include net cash
flows to be received or paid for the disposal of the assets at
the end of their useful lives. As a result of the impairment
review, when the sum of the discounted future cash flows
expected to be generated by the assets is less than the book
value of the assets, we recognize impairment losses based on the
recoverable value of those assets. We made a number of
significant assumptions and estimates in the application of the
discounted cash flow model to forecast cash flows, including
business prospects, market conditions, selling prices and sales
volume of products, costs of production and funding sources.
Further impairment charges may be required if triggering events
occur, such as adverse market conditions, suggesting
deterioration in an assets recoverability or fair value.
Assessment of the timing of when such declines become other than
temporary
and/or the
amount of such impairment is a matter of significant judgment.
Results in
33
actual transactions could differ from those estimates used to
evaluate the impairment of such long-lived assets. A percentage
difference in cash flow projections or discount rate used would
not likely result in an impairment write-down.
Operating
Results
2007
Compared to 2006
Our sales in 2007 increased by 22.3% to Won 31,608 billion
from Won 25,842 billion in 2006, reflecting an increase of
20.4% in the average unit sales price per ton of our steel
products, as discussed in Overview
Sales Volume, Prices and Product Mix above, and a 3.6%
increase in the sales volume of our steel products.
Sales volume of silicon steel sheets, which accounted for 2.9%
of total sales volume, showed the greatest increase among our
major steel product categories in 2007 with an increase of
36.1%. Sales volume of stainless steel products, which accounted
for 8.4% of total sales volume, increased by 19.2%. Sales volume
of cold rolled products, which accounted for 37.8% of total
sales volume, increased by 11.8%. Sales volume of plates, which
accounted for 12.2% of total sales volume, increased by 8.6%.
Sales volume of wire rods, which accounted for 6.9% of total
sales volume, increased by 3.2%. On the other hand, sales volume
of hot rolled products, which accounted for 25.6% of total sales
volume, decreased by 14.4%. See Item 4. Information
on the Company Item 4.B. Business
Overview Major Products.
Our sales to domestic customers in 2007 increased by 15.8% in
terms of sales revenues (including sales of non-steel products
and services) and increased by 1.3% in terms of sales volume of
steel products compared to 2006. In 2007, our sales to domestic
customers accounted for approximately 66.2% of our total sales
volume of steel products, compared to 67.7% in 2006. The
increase in domestic sales revenues in 2007 compared to 2006 was
attributable primarily to an increase in the price of steel
products sold in Korea and, to a lesser extent, an increase in
sales volume to domestic customers.
Our export sales and overseas sales to customers abroad in 2007
increased by 35.5% in terms of sales revenues (including sales
of non-steel products and services) and by 8.6% in terms of
sales volume of steel products compared to 2006. Export sales
and overseas sales to customers abroad as a percentage of total
sales volume increased to 33.8% of our total sales volume of
steel products in 2007 compared to 32.3% in 2006. The increase
in export sales and overseas sales to customers abroad in terms
of sales revenues in 2007 compared to 2006 was primarily
attributable to an increase in the price of steel products sold
abroad and, to a lesser extent, an increase in sales volume to
customers abroad, which more than offset the reduction in net
sales in Won from sales to customers abroad caused by
appreciation of the Won against the Dollar.
Gross profit in 2007 increased by 12.8% to Won
6,705 billion from Won 5,946 billion in 2006. Gross
margin in 2007 decreased to 21.2% from 23.0% in 2006 due to a
25.2% increase in cost of goods sold in 2007 to Won
24,903 billion from Won 19,897 billion in 2006, which
outpaced the 22.3% increase in sales discussed above. The
increase in cost of goods sold was attributable primarily to an
increase in raw materials costs, which more than offset the
impact from our cost savings programs, including implementation
of the Mega Y project to reduce raw material costs and steel
production costs related to sintering and coking processes. Raw
materials costs in 2007 increased primarily as a result of a
general increase in unit costs of iron ore and nickel, as well
as an increase in our production of crude steel to
32.8 million tons in 2007 from 31.2 million tons in
2006. The average price of iron ore per ton (including all
associated costs such as insurance, freight costs and customs
duties) increased by 16.4% to $64 in 2007 from $55 in 2006, and
the average price of nickel per ton (including insurance and
freight costs) increased by 87.6% to $40,619 in 2007 from
$21,654 in 2006. In 2007, our crude steel output increased to
32.8 million tons primarily due to an increase in
production resulting from completion of relining of no. 3
blast furnace of Pohang Works and commencement of operation of
the FINEX plant. Depreciation and amortization increased by
19.3% to Won 2,127 billion in 2007 from Won
1,783 billion in 2006, primarily due to an increase in
capital investment in our facilities for production of higher
value-added products.
Operating income in 2007 increased by 12.1% to Won
4,920 billion from Won 4,389 billion in 2006.
Operating margin decreased to 15.6% in 2007 from 17.0% in 2006,
as selling and administrative expenses increased by 14.7% in
2007 to Won 1,785 billion from Won 1,556 billion in
2006. The increase in selling and administrative expenses
34
resulted principally from increases in transportation and
storage expenses, labor-related expenses, selling and
administrative expenses others and fees and charges,
the aggregate impact of which were partially offset by a
decrease in provision for doubtful accounts. Transportation and
storage expenses increased by 14.8% to Won 619 billion in
2007 from Won 540 billion in 2006 primarily due to an
increase in our sales volume to customers abroad, as well as an
increase in transportation costs, which in turn was primarily
due to an increase in oil prices. Our labor-related expenses
included in selling and administrative expenses, which consist
of salaries, welfare expenses and provisions for severance
benefits, increased by 20.2% to Won 387 billion in 2007
from Won 322 billion in 2006, primarily as a result of an
increase in our salaries, as well as an increase in the number
of employees of our subsidiaries. Selling and administrative
expenses others increased by 41.5% to Won
165 billion in 2007 from Won 117 billion in 2006
primarily as a result of an increase in stock compensation
expenses. Fees and charges increased by 55.1% to Won
97 billion in 2007 from Won 63 billion in 2006,
primarily as a result of a reclassification of new order
commissions as fees and charges starting in 2007, as well as
increases in management and tax consulting expenses in 2007. Our
provision for doubtful accounts decreased by 47.1% to Won
62 billion in 2007 from Won 117 billion in 2006,
primarily as a result of a decrease in estimated losses that may
arise from our doubtful accounts.
Our net income in 2007 increased by 9.7% to Won
3,678 billion from Won 3,353 billion in 2006 primarily
due to an increase in operating income discussed above, a
decrease in loss from disposition of investment assets and an
increase in interest and dividend income and a decrease in other
bad debt expense, the aggregate impact of which were partially
offset by a net loss of Won 46 billion on foreign currency
translation in 2007 compared to a net gain of Won
79 billion on foreign currency translation in 2006 and an
increase in interest expense. We recognized no loss from
disposition of investment assets in 2007 compared to such loss
of Won 66 billion in 2006 resulting from our disposition of
SK Telecom shares. Our interest and dividend income increased by
28.4% to Won 235 billion in 2007 from Won 183 billion
in 2006 primarily due to an increase in cash equivalents,
short-term financial instruments and available for sale
debt-securities in 2007 compared to 2006. Our other bad debt
expense decreased by 76.8% to Won 16 billion in 2007 from
Won 70 billion in 2006 primarily due to a decrease in bad
debt expenses of POSCO Engineering & Construction
relating to unsold residential units in 2007 compared to 2006.
We recorded a net loss of Won 46 billion on foreign
currency translation in 2007 compared to a net gain of Won
79 billion on foreign currency translation in 2006
primarily due to a depreciation of the Korean Won against the
Yen in 2007 compared to appreciation of the Korean Won against
the Yen in 2006. In addition, our interest expense increased by
30.9% to Won 240 billion in 2007 from Won 183 billion
in 2006 primarily due to an increase in long-term borrowings, as
well as a general increase in market interest rates in Korea.
Our effective tax rate in 2007 was 26.0% compared to 21.5% in
2006. The statutory income tax rate applicable to us, including
resident tax surcharges, remain the same at 27.5% in 2007
compared to 2006. See Note 25 of Notes to Consolidated
Financial Statements
Segment
Results Steel
Our sales to external customers increased by 17.6% to Won
27,911 billion in 2007 from Won 23,728 billion in
2006, primarily as a result of the reasons discussed above.
After adjusting for inter-segment transactions, our net sales
increased by 17.4% to Won 23,172 billion in 2007 from Won
19,743 billion in 2006.
Operating profit increased by 10.9% to Won 4,524 billion in
2007 from Won 4,079 billion in 2006, primarily as a result
of the reasons discussed above. Depreciation and amortization
increased by 12.1% to Won 1,920 billion in 2007 from Won
1,713 billion in 2006, primarily due to an increase in
capital investment in our facilities for production of higher
value-added products.
Segment
Results Engineering and Construction
Our sales to external customers increased by 1.3% to Won
3,802 billion in 2007 from Won 3,752 billion in 2006,
primarily due to an increase in our plant construction
activities. After adjusting for inter-segment transactions, our
net sales increased by 27.8% to Won 2,710 billion in 2007
from Won 2,121 billion in 2006.
Operating profit increased by 0.8% to Won 285 billion in
2007 from Won 282 billion in 2006, primarily due to an
increase in profit margins of our construction projects.
35
Segment
Results Trading
Our sales to external customers increased by 31.9% to Won
4,018 billion in 2007 from Won 3,046 billion in 2006,
primarily due to an increase in the average unit sales price per
ton of steel products sold and, to a lesser extent, an increase
in the sales volume. After adjusting for inter-segment
transactions, our net sales increased by 30.3% to Won
3,143 billion in 2007 from Won 2,413 billion in 2006.
Operating profit increased by 28.4% to Won 31 billion in
2007 from Won 24 billion in 2006, primarily due to an
increase in the sales volume and sales prices of steel products.
2006
Compared to 2005
Our sales in 2006 decreased by 1.7% to Won 25,842 billion
from Won 26,302 billion in 2005, primarily due to a
decrease of 4.8% in the average unit sales price per ton of our
steel products, as discussed in
Overview Sales Volume, Prices and
Product Mix above, and a 0.4% decrease in the sales volume
of our steel products, which were offset in part by recognition
of sales of Won 413 billion from POSCO Power Corporation
and Won 198 billion from POSCO-Foshan Steel Processing
Center Co., Ltd., our newly consolidated subsidiaries in 2006.
Sales volume of wire rods, which accounted for 6.9% of total
sales volume, showed the greatest decrease among our major steel
product categories in 2006 with a decrease of 9.0%. Sales volume
of hot rolled products, which accounted for 31.0% of total sales
volume, decreased by 7.0%. In addition, sales volume of silicon
steel sheets, which accounted for 2.2% of total sales volume,
decreased by 6.9%. These decreases in sales volume were
partially offset by increases in sales volume of stainless steel
products and plates. Sales volume of stainless steel products,
which accounted for 7.3% of total sales volume, showed the
greatest increase among our major steel product categories in
2006 with an increase of 17.8%. Sales volume of plates, which
accounted for 11.7% of total sales volume, increased by 13.2%.
See Item 4. Information on the Company
Item 4.B. Business Overview Major
Products.
Our sales to domestic customers in 2006 decreased by 7.1% in
terms of sales revenues (including sales of non-steel products
and services) and decreased by 8.3% in terms of sales volume of
steel products compared to 2005. In 2006, our sales to domestic
customers accounted for approximately 67.7% of our total sales
volume of steel products, compared to 73.5% in 2005. The
decrease in domestic sales revenues in 2006 compared to 2005 was
attributable primarily to a decrease in sales volume to domestic
customers, as well as a decrease in the price of steel products
sold in Korea.
Our export sales and overseas sales to customers abroad in 2006
increased by 11.1% in terms of sales revenues (including sales
of non-steel products and services) and by 21.4% in terms of
sales volume compared to 2005. Export sales and overseas sales
to customers abroad as a percentage of total sales volume
increased to 32.3% of our total sales volume of steel products
in 2006 compared to 26.5% in 2005. The increase in export sales
and overseas sales to customers abroad in terms of sales
revenues in 2006 compared to 2005 was primarily attributable to
an increase in sales volume to customers abroad, which more than
offset a decrease in the price of steel products sold abroad and
the reduction in net sales in Won from sales to customers abroad
caused by appreciation of the Won against the Dollar.
Gross profit in 2006 decreased by 21.1% to Won
5,946 billion from Won 7,535 billion in 2005. Gross
margin in 2006 decreased to 23.0% from 28.6% in 2005 due to a
6.0% increase in cost of goods sold in 2006 to Won
19,897 billion from Won 18,767 billion in 2005, as
well as a 1.7% decrease in sales discussed above. The increase
in cost of goods sold was attributable primarily to an increase
in raw materials costs, which more than offset the impact from
our cost savings programs, including implementation of the Mega
Y project to reduce raw material costs and steel production
costs related to sintering and coking processes. Raw materials
costs in 2006 increased primarily as a result of a general
increase in unit costs of iron ore and nickel, the impact of
which was offset in part by a decrease in our production of
crude steel to 31.2 million tons in 2006 compared to
31.4 million tons in 2005, as well as recognition of gain
from disposition of scrap metal as a partial offset to raw
material costs starting in 2006. The average price of iron ore
per ton (including all associated costs such as insurance,
freight costs and customs duties) increased by 22.2% to $55 in
2006 from $45 in 2005, and the average price of nickel per ton
(including insurance and freight costs) increased by 42.2% to
$21,654 in 2006 from $15,230 in 2005. Depreciation and
amortization
36
increased by 10.5% to Won 1,783 billion in 2006 from Won
1,613 billion in 2005, primarily due to an increase in
capital investment in our facilities for production of higher
value-added products.
Operating income in 2006 decreased by 27.8% to Won
4,389 billion compared to Won 6,083 billion in 2005.
Operating margin decreased to 17.0% in 2006 from 23.1% in 2005,
as selling and administrative expenses increased by 7.2% in 2006
to Won 1,556 billion compared to Won 1,451 billion in
2005. The increase in selling and administrative expenses
resulted principally from increases in transportation and
storage expenses and sales commissions, the impact of which were
offset in part by a significant decrease in fees and charges.
Transportation and storage expenses increased by 9.5% to Won
540 billion in 2006 compared to Won 493 billion in
2005 primarily due to an increase in our sales volume to
customers abroad. Our sales commission expenses increased by
82.2% to Won 43 billion in 2006 compared to Won
23 billion in 2005 primarily due to reclassification of
claim-related expenses as sales commissions starting in 2006.
Our fees and charges in 2006 decreased by 48.8% to Won
63 billion compared to Won 122 billion in 2005,
primarily as a result of a decrease in charges related to
construction projects of POSCO Engineering &
Construction. Our labor-related expenses included in selling and
administrative expenses, which consist of salaries, welfare
expenses and provisions for severance benefits, increased by
2.2% to Won 322 billion in 2006 from Won 315 billion
in 2005, primarily as a result of a Won 15 billion increase
in salaries resulting from the addition of POSCO Power
Corporation and POSCO-Foshan Steel Processing Center Co., Ltd.
as consolidated subsidiaries.
Our net income in 2006 decreased by 16.3% to Won
3,353 billion compared to Won 4,007 billion in 2005
primarily due to decreases in operating income, non-operating
income others and net gain on foreign currency
translation, as well as increases in other bad debt expense and
interest expense, the aggregate impact of which were partially
offset by a decrease in non-operating expenses
others. Our non-operating income others
decreased by 33.9% to Won 141 billion in 2006 from Won
214 billion in 2005 primarily due to recognition of gain
from disposition of scrap metal as a partial offset to raw
material costs instead of non-operating income starting in 2006.
Our net gain on foreign currency translation decreased by 43.2%
to Won 79 billion in 2006 from Won 140 billion in 2005
primarily due to a decrease in the magnitude of appreciation of
the Korean Won against the Dollar in 2006 compared to such
appreciation in 2005. Other bad debt expense increased by 133.4%
to Won 70 billion in 2006 from Won 30 billion in 2005
primarily due to allocation of Won 31 billion in bad debt
expenses relating to accounts receivable for the construction
expenses of POSCO Engineering & Construction. Interest
expense increased by 22.7% to Won 183 billion in 2006 from
Won 149 billion in 2005 primarily due to an increase in
long-term borrowings, as well as a general increase in market
interest rates in Korea. Our non-operating expenses
others decreased by 76.0% to Won 205 billion in 2006 from
Won 854 billion in 2005 due to a significant decrease in
special subsidies granted to 1,672 employees who were
transferred to outsourcing companies in 2006 compared to such
subsidies paid out to 23 employees who were transferred to
outsourcing companies in 2005, as well as payment of additional
income taxes of Won 179 billion in 2005 assessed following
a regular audit conducted by the National Tax Service of our
corporate income tax returns for 2000 to 2004; we have commenced
an administrative action to challenge such assessment.
Our effective tax rate in 2006 was 21.5% compared to 26.9% in
2005. The statutory income tax rate applicable to us, including
resident tax surcharges, remain the same at 27.5% in 2006
compared to 2005. See Note 25 of Notes to Consolidated
Financial Statements.
Segment
Results Steel
Our sales to external customers decreased by 4.7% to Won
23,728 billion in 2006 from Won 24,887 billion in
2005, primarily as a result of the reasons discussed above.
After adjusting for inter-segment transactions, our net sales
decreased by 5.6% to Won 19,743 billion in 2006 from Won
20,912 billion in 2005.
Operating profit decreased by 30.6% to Won 4,079 billion in
2006 from Won 5,880 billion in 2005, primarily as a result
of the reasons discussed above. Depreciation and amortization
increased by 6.8% to Won 1,713 billion in 2006 from Won
1,604 billion in 2005, primarily due to an increase in
capital investment in our facilities for production of higher
value-added products.
37
Segment
Results Engineering and Construction
Our sales to external customers decreased by 6.1% to Won
3,752 billion in 2006 from Won 3,994 billion in 2005,
primarily due to a decrease in our plant construction
activities. After adjusting for inter-segment transactions, our
net sales decreased by 1.3% to Won 2,121 billion in 2006
from Won 2,148 billion in 2005.
Operating profit increased by 15.3% to Won 282 billion in
2006 from Won 245 billion in 2005, primarily due to an
increase in profit margins of our construction projects.
Segment
Results Trading
Our sales to external customers decreased by 9.7% to Won
3,046 billion in 2006 from Won 3,374 billion in 2005,
primarily due to reduction in the use of POSCO Steel
Service & Sale and POSCO Asia by POSCO in our
exporting activities. After adjusting for inter-segment
transactions, our net sales increased by 1.3% to Won
2,413 billion in 2006 from Won 2,383 billion in 2005.
Operating profit remained relatively unchanged, decreasing by
1.0% to Won 24.2 billion in 2006 from Won 24.5 billion
in 2005.
|
|
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,
|
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In billions of won)
|
|
|
Net cash provided by operating activities
|
|
W
|
5,472
|
|
|
W
|
3,926
|
|
|
W
|
5,553
|
|
Net cash used in investing activities
|
|
|
3,444
|
|
|
|
3,363
|
|
|
|
4,264
|
|
Net cash used in financing activities
|
|
|
1,887
|
|
|
|
269
|
|
|
|
1,001
|
|
Cash and cash equivalents at beginning of period
|
|
|
482
|
|
|
|
654
|
|
|
|
936
|
|
Cash and cash equivalents at end of period
|
|
|
654
|
|
|
|
936
|
|
|
|
1,293
|
|
Net increase in cash and cash equivalents
|
|
|
172
|
|
|
|
283
|
|
|
|
356
|
|
Capital
Requirements
Historically, uses of cash consisted principally of purchases of
property, plant and equipment and other assets and payments of
long-term debt. Net cash used in investing activities was Won
3,444 billion in 2005, Won 3,363 billion in 2006 and
Won 4,264 billion in 2007. These amounts included purchases
of property, plant and equipment of Won 3,361 billion in
2005, Won 3,709 billion in 2006 and Won 2,892 billion
in 2007. We recorded net disposal of available-for-sale
securities of Won 28 billion in 2005, but recorded net
acquisition of available-for-sale securities of Won
507 billion in 2006 and Won 1,171 billion in 2007. We
also recorded net acquisition of short-term financial
instruments of Won 113 billion in 2005, Won 94 billion
in 2006 and Won 973 billion in 2007. In our financing
activities, we used cash of Won 1,368 billion in 2005, Won
1,353 billion in 2006 and Won 527 billion in 2007 for
principal repayments of outstanding long-term debt. We used Won
1,295 billion in 2005, Won 851 billion in 2006 and Won
1,291 billion in 2007 for the repurchase of our shares from
the market as treasury stock. We raised cash of Won
932 billion in 2005, Won 70 billion in 2006 and Won
407 billion in 2007 from disposal of treasury shares.
We paid dividends on common stock in the amount of Won
681 billion in 2005, Won 636 billion in 2006 and Won
655 billion in 2007.
We anticipate that capital expenditures and repayments of
outstanding debt will represent the most significant uses of
funds for the next several years. From time to time, we may also
require capital for investments involving acquisitions and
strategic relationships and repurchase of our shares from the
market as treasury stock. Our total capital expenditures
(acquisition of property, plant and equipment) were Won
2,892 billion in 2007 and, under current plans, are
estimated to increase to approximately Won 3,906 billion in
2008. We retain the ability to reduce or suspend our planned
capital expenditures. However, our failure to undertake planned
expenditures on steel-
38
producing facilities could adversely affect the modernization of
our production facilities and our ability to produce higher
value-added products.
Principal repayment obligations with respect to long-term debt
outstanding as of December 31, 2007 are Won
484 billion in 2008, Won 691 billion in 2009, Won
315 billion in 2010, Won 1,013 billion in 2011 and Won
1,301 billion in 2012 and beyond. As of December 31,
2007, we had short-term borrowings of Won 1,572 billion and
current portion of long term debt of Won 484 billion
(excluding discount). We expect to repay these obligations
primarily through cash provided by operations and additional
borrowings.
The following table sets forth the amount of long-term debt,
capital lease and operating lease obligations as of
December 31, 2007.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period
|
|
|
|
|
|
|
Less Than
|
|
|
|
|
|
|
|
|
After
|
|
Contractual Obligations
|
|
Total
|
|
|
1 Year
|
|
|
1 to 3 Years
|
|
|
4 to 5 Years
|
|
|
5 Years
|
|
|
|
(In billions of won)
|
|
|
Long-term debt obligations
|
|
|
3,802.6
|
|
|
|
484.0
|
|
|
|
2,018.0
|
|
|
|
568.6
|
|
|
|
732.0
|
|
Capital lease obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease obligations
|
|
|
20.0
|
|
|
|
7.0
|
|
|
|
9.1
|
|
|
|
2.0
|
|
|
|
1.9
|
|
Purchase obligations
|
|
|
|
(a)
|
|
|
|
(a)
|
|
|
|
(a)
|
|
|
|
(a)
|
|
|
|
(a)
|
Other long-term liabilities
|
|
|
|
(b)
|
|
|
|
(b)
|
|
|
|
(b)
|
|
|
|
(b)
|
|
|
|
(b)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,822.6
|
|
|
|
491.0
|
|
|
|
2,027.1
|
|
|
|
570.6
|
|
|
|
733.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Our purchase obligations include long-term contracts to purchase
iron ore, coal, nickel, chrome, stainless steel scrap and
liquefied natural gas. These contracts generally have terms of
three to ten years and provide for periodic price adjustments to
then-market prices. As of December 31, 2007,
414 million tons of iron ore and 83 million tons of
coal remained to be purchased under long-term contracts. |
|
(b) |
|
See Note 14 of Notes to Consolidated Financial Statements
for our accrued severance benefits. Other long-term liabilities
do not have maturity or due dates. Accordingly, payment due
information of other long-term liabilities has not been
presented in the above table. |
In addition, as of December 31, 2007, contingent
liabilities for outstanding guarantees provided for the
repayment of loans of affiliated companies and non-affiliated
companies totaled Won 577 billion and Won 526 billion,
respectively. See Note 16 of Notes to Consolidated
Financial Statements for our commitments and contingent
liabilities.
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 and short-term debt.
Our major sources of cash have been net earnings before
depreciation and amortization and proceeds of long-term debt and
other long-term liabilities, and we expect that these sources
will continue to be our principal sources of cash in the future.
Net income before depreciation and amortization were Won
5,620 billion in 2005, Won 5,136 billion in 2006 and
Won 5,805 billion in 2007, and cash proceeds from long-term
debt were Won 594 billion in 2005, Won 2,160 billion
in 2006 and Won 1,054 billion in 2007. Total long-term
debt, including current portion but excluding discount on
debentures issued, was Won 2,190 billion as of
December 31, 2005, Won 3,143 billion as of
December 31, 2006 and Won 3,803 billion as of
December 31, 2007.
We believe that we have sufficient working capital available to
us for our current requirements and that we have a variety of
alternatives available to us to satisfy our financial
requirements to the extent that they are not met 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 other financial markets, prevailing
interest rates, our credit rating and the Governments
policies regarding Won currency and foreign currency borrowings.
39
Our total shareholders equity increased from Won
19,874 billion as of December 31, 2005 to Won
25,118 billion as of December 31, 2007. This growth is
attributable primarily to growth in retained earnings.
Liquidity
Our liquidity is affected by exchange rate fluctuations. See
Overview Exchange Rate
Fluctuations. Approximately 29.4% of our sales in 2005,
33.2% of our sales in 2006 and 36.8% of our sales in 2007 were
denominated in foreign currencies, of which approximately 85%
were denominated in Dollars and around 15% in Yen and which were
derived almost entirely from export sales. As of
December 31, 2007, approximately 45.2% of our long-term
debt (excluding discounts on debentures issued and including
current portion) was denominated in foreign currencies,
principally in Dollars and Yen. We have incurred foreign
currency debt in the past principally due to the cost of
Won-denominated financing in Korea, which had historically been
higher than for Dollar or Yen-denominated financings.
Our liquidity is also affected by our construction expenditures
and raw materials purchases. Cash used for purchases of
property, plant and equipment was Won 3,361 billion in
2005, Won 3,709 billion in 2006 and Won 2,892 billion
in 2007. We have entered into several long-term contracts to
purchase iron ore, coal and other raw materials. The long-term
contracts generally have terms of three to ten years and provide
for periodic price adjustments to then-market prices. As of
December 31, 2007, 414 million tons of iron ore and
83 million tons of coal remained to be purchased under
long-term contracts. We may face unanticipated increases in
capital expenditures and raw materials purchases. There can be
no assurance that we will be able to secure funds on
satisfactory terms from financial institutions or other sources
which are sufficient for our unanticipated needs.
We had a working capital (current assets minus current
liabilities) surplus of Won 5,759 billion as of
December 31, 2005, Won 7,155 billion as of
December 31, 2006 and Won 7,769 billion as of
December 31, 2007. As of December 31, 2007, POSCO had
unused credit lines of Won 814 billion out of total
available credit lines of Won 1,162 billion. See
Note 16 of Notes to Consolidated Financial Statements for a
discussion of unused credit lines and total available credit
lines of our consolidated subsidiaries. We have not had, and do
not believe that we will have, difficulty gaining access to
short-term financing sufficient to meet our current requirements.
The following table sets forth the summary of our significant
current assets for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In billions of won)
|
|
|
Cash and cash equivalents, net of government grants
|
|
W
|
654
|
|
|
W
|
936
|
|
|
W
|
1,293
|
|
Short-term financial instruments
|
|
|
760
|
|
|
|
867
|
|
|
|
1,743
|
|
Trading securities
|
|
|
2,611
|
|
|
|
2,001
|
|
|
|
1,287
|
|
Trade accounts and notes receivable, net of allowance for
doubtful accounts and present value discount
|
|
|
3,045
|
|
|
|
3,492
|
|
|
|
4,036
|
|
Inventories, net
|
|
|
3,793
|
|
|
|
4,018
|
|
|
|
4,902
|
|
Under Korean GAAP, bank deposits and all highly liquid temporary
cash instruments within maturities of three months are
considered as cash equivalents. Short-term financial instruments
primarily consist of time and trust deposits with maturities
between three to twelve months.
The following table sets forth the summary of our significant
current liabilities for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(In billions of won)
|
|
|
Trade accounts and notes payable
|
|
W
|
1,146
|
|
|
W
|
1,507
|
|
|
W
|
2,247
|
|
Short-term borrowings
|
|
|
860
|
|
|
|
1,239
|
|
|
|
1,572
|
|
Income tax payable
|
|
|
1,367
|
|
|
|
701
|
|
|
|
931
|
|
Current portion of long-term debt, net of discount on debentures
issued
|
|
|
1,057
|
|
|
|
404
|
|
|
|
483
|
|
40
In January 2000, we reduced our credit terms of accounts
receivable for all customers from a range of 70 days to
80 days to a range of 30 days to 60 days. We do
not believe that these changes in the credit terms for our
customers have had or will have a material effect on our cash
flows.
Capital
Expenditures and Capacity Expansion
Our capital expenditures for 2005, 2006 and 2007 amounted to Won
3,361 billion, Won 3,709 billion and Won
2,892 billion, respectively.
Our current capital investment in production facilities
emphasizes capacity rationalization, increased production of
higher value-added products and improvements in the efficiency
of older facilities in order to reduce operating costs. Our
total capital expenditures are estimated to be approximately Won
3,906 billion in 2008. The following table sets out the
major items of POSCOs capital expenditures as of
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
Cost of
|
|
|
|
|
|
|
|
|
|
Completion
|
|
|
|
Expected
|
|
|
Total
|
|
|
as of
|
|
|
|
Completion
|
|
|
Cost of
|
|
|
December 31,
|
|
Project
|
|
Date
|
|
|
Project
|
|
|
2007
|
|
|
|
(In billions of won)
|
|
|
Pohang Works:
|
|
|
|
|
|
|
|
|
|
|
|
|
Installation of stainless steel continuous tandem rolling mill
|
|
|
May 2009
|
|
|
|
297
|
|
|
|
261
|
|
Capacity expansion of silicon steel production facility
|
|
|
August 2009
|
|
|
|
282
|
|
|
|
255
|
|
Installation of no. 2 thick heavy plate production facility
|
|
|
January 2008
|
|
|
|
115
|
|
|
|
2
|
|
Installation of electrolytic galvanizing line
|
|
|
December 2008
|
|
|
|
99
|
|
|
|
85
|
|
Installation of a bloom caster for the no. 1 continuous
casting line
|
|
|
February 2008
|
|
|
|
89
|
|
|
|
8
|
|
Expansion of plate production facility
|
|
|
December 2008
|
|
|
|
86
|
|
|
|
62
|
|
Rationalization of billet mill.
|
|
|
March 2008
|
|
|
|
61
|
|
|
|
11
|
|
Gwangyang Works:
|
|
|
|
|
|
|
|
|
|
|
|
|
Capacity expansion of no. 2 pickling and tandem cold
rolling mill
|
|
|
April 2009
|
|
|
|
226
|
|
|
|
219
|
|
Significant
Changes in Korean GAAP
The Korean Accounting Standards Board has published a series of
Statements of Korean Financial Accounting Standards
(SKFAS), which will gradually replace the existing
financial accounting standards, established by the Korean
Financial and Supervisory Commission. We have adopted SKFAS
No. 1 through No. 25, except No. 14 and
No. 24, in our financial statements as of and for the year
ended December 31, 2007. Significant accounting policies
adopted by us for our annual financial statement for the year
ended December 31, 2007 are identical to the accounting
policies followed by us for the annual financial statements for
the year ended December 31, 2006, except for SKFAS Nos. 11,
21, 22, 23, 24 and 25, which became effective for us on
January 1, 2007. The following new SKFAS have become
effective for accounting periods beginning on or after
January 1, 2007:
|
|
|
|
|
SKFAS No. 11, Discontinued Operations
|
|
|
|
SKFAS No. 21, Preparation and Presentation of
Financial Statements I
|
|
|
|
SKFAS No. 22, Share-based Payments
|
|
|
|
SKFAS No. 23, Earnings Per Share
|
|
|
|
SKFAS No. 25, Consolidated Financial Statements
|
In accordance with SKFAS No. 21, Preparation and
Presentation of Financial Statements I, our financial
statements include the statements of changes in
shareholders equity. We classified our capital adjustments
account
41
into capital adjustments and accumulated other comprehensive
income and expense, and also disclosed the details of our
comprehensive income in the notes to the financial statements.
In addition, we disclosed our earnings per share on the face of
our statements of income.
Certain prior year accounts, presented in the annual report for
comparative purposes, have been reclassified to conform to
current years financial statement presentation. Such
reclassification does not impact the net income or net assets
reported in the prior year.
U.S.
GAAP Reconciliation
Our consolidated financial statements are prepared in accordance
with Korean GAAP, which differ in significant respects from
U.S. GAAP. For a discussion of the significant differences
between Korean GAAP and U.S. GAAP, see Note 35 of
Notes to Consolidated Financial Statements.
We recorded net income under U.S. GAAP of Won
3,565 billion in 2007 compared to net income of Won
3,408 billion in 2006 and Won 4,102 billion in 2005
primarily due to the factors discussed in
Operating Results. Our net income under
U.S. GAAP of Won 3,565 billion in 2007 is 0.2% higher
than our net income attributable to controlling interest under
Korean GAAP of Won 3,559 billion. See Note 35(a) of
Notes to Consolidated Financial Statements.
Recent
Accounting Pronouncements in U.S. GAAP
In September 2006, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards
(SFAS) No. 157, Fair Value
Measurement. SFAS 157 defines fair value, establishes
a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value
measurements. SFAS 157 is effective for financial
statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal
years, except as amended by FASB position (FSP)
SFAS 157-1
and FSP
SFAS 157-2
as described further below. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements
for an interim period within that fiscal year. The provisions of
SFAS 157 should be applied prospectively as of the
beginning of the fiscal year in which it is initially applied
except for certain cases where it should be applied
retrospectively. We are currently evaluating the impact that
SFAS 157 may have on the consolidated financial position,
results of operations or cash flows. This statement will be
effective for us for the fiscal year beginning on
January 1, 2008. In February 2008, the FASB issued FSP
SFAS 157-1,
Application of FASB Statement No. 157 to FASB
Statement No. 13 and Its Related Interpretive Accounting
Pronouncements That Address Leasing Transactions and FSP
SFAS 157-2,
Effective Date of FASB Statement No. 157. FSP
SFAS 157-1
removes leasing from the scope of SFAS No. 157,
Fair Value Measurements. FSP
SFAS 157-2
delays the effective date of SFAS No. 157 from 2008 to
2009 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least
annually).
In February 2007, the FASB issued SFAS Statement
No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. This statement permits
companies and not-for-profit organizations to make a one-time
election to carry eligible types of financial assets and
liabilities at fair value, even if fair value measurement is not
required under GAAP. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. We are in the process of
evaluating the impact that SFAS 159 may have on our
consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS No. 141(R)). Under
SFAS No. 141(R), companies are required to recognize
the assets acquired, liabilities assumed, contractual
contingencies and contingent consideration at their fair value
on the acquisition date. This statement further requires that
acquisition-related costs be recognized separately from the
acquisition and expensed as incurred, restructuring costs
generally be expensed in periods subsequent to the acquisition
date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the
measurement period impact income tax expense. In addition,
acquired in-process research and development is capitalized as
an intangible asset and amortized over its estimated useful
life. We are in the process of evaluating the impact that
SFAS 141 (revised 2007) may have on our consolidated
financial statements. This statement will be effective for us
42
for business combinations for which the acquisition date is on
or after the beginning of the first annual reporting period that
begins on or after December 15, 2008.
In December 2007, the FASB issued FAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research
Bulletin No. 51 (FAS 160).
FAS 160 requires all entities to report noncontrolling
interests in subsidiaries (also known as minority interests) as
a separate component of equity in the consolidated statement of
financial position, to clearly identify consolidated net income
attributable to the parent and to the noncontrolling interest on
the face of the consolidated statement of income and to provide
sufficient disclosure that clearly identifies and distinguishes
between the interest of the parent and the interests of
noncontrolling owners. FAS 160 also establishes accounting
and reporting standards for changes in a parents ownership
interest and the valuation of retained noncontrolling equity
investments when a subsidiary is deconsolidated. FAS 160 is
effective as of January 1, 2009. We are in the process of
evaluating the impact that FAS 160 may have on our
consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging
Activities an amendment of FASB Statement
No. 133. FAS 161 requires enhanced disclosures
about an entitys derivative and hedging activities and
thereby improves the transparency of financial reporting. This
statement changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to
provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an
entitys financial position, financial performance, and
cash flows. This statement is effective for financial statements
issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. We
are in the process of evaluating the impact that SFAS 161
may have on our consolidated financial statements. This
statement encourages, but does not require, comparative
disclosures for earlier periods at initial adoption.
|
|
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,
Koreas first research-oriented college founded by us in
1986, and the Research Institute of Industrial Science and
Technology, Koreas first private comprehensive research
institute founded by us in 1987. As of December 31, 2007,
Pohang University of Science & Technology and the
Research Institute of Industrial Science and Technology employed
a total of 566 researchers.
In 1994, we founded the POSCO Technical Research Laboratory to
carry out applied research and technology development
activities. As of December 31, 2007, the Technical Research
Laboratory employed a total of 346 researchers.
We recorded research and development expenses of Won
173 billion as cost of goods sold in 2005, Won
271 billion in 2006 and Won 290 billion in 2007, as
well as research and development expenses of Won 53 billion
as selling and administrative expenses in 2005, Won
54 billion in 2006 and Won 53 billion in 2007. In
addition, we made donations to educational foundations
supporting basic science and technology research, amounting to
Won 33 billion in 2005, Won 33 billion in 2006 and Won
47 billion in 2007. We also donated Won 17 billion in
2005, Won 22 billion in 2006 and Won 25 billion in
2007 to Pohang University of Science & Technology, a
university founded by us.
Our research and development program has filed over twenty
thousand industrial rights applications relating to steel-making
technology, approximately one-fourth of which were registered as
of December 31, 2007, 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.
43
|
|
Item 5.E.
|
Off-balance
Sheet Arrangements
|
As of December 31, 2005, 2006 and 2007, 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.
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. Under our articles of
incorporation, our board is to consist of six directors who are
to also act as our executive officers (Standing
Directors) and nine directors who are to be outside
directors (Outside Directors). Our shareholders
elect both the Standing Directors and Outside Directors at a
general meeting of shareholders. Candidates for Standing
Director are recommended to shareholders by the board of
directors after the board reviews such candidates
qualifications and candidates for Outside Director are
recommended to the shareholders by a separate board committee
consisting of three Outside Directors and one Standing Director
(the Director Candidate Recommendation Committee)
after the committee reviews such candidates
qualifications. Any shareholder holding an aggregate of 0.5% or
more of our outstanding shares with voting rights for at least
six months may suggest candidates for Outside Directors to the
Director Candidate Recommendation Committee.
Our board of directors maintains the following 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 Insider Trading Committee.
|
Our board committees are described in greater detail below under
Item 6.C. Board Practices.
Under the Commercial Code and our articles of incorporation, one
Chairman should be elected among the Outside Directors and
several Representative Directors may be elected among the
Standing Directors by our board of directors resolution.
44
Standing
Directors
Our current Standing Directors are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
|
|
|
Years as
|
|
|
with
|
|
|
|
|
|
|
Name
|
|
Position
|
|
Responsibilities and Division
|
|
Director
|
|
|
POSCO
|
|
|
Age
|
|
|
Expiration of Term of Office
|
|
Lee, Ku-Taek
|
|
Chief Executive Officer and Representative Director
|
|
|
|
|
18
|
|
|
|
39
|
|
|
|
62
|
|
|
February 2010
|
Yoon, Seok-Man
|
|
President and Representative Director
|
|
Chief Marketing Officer
|
|
|
4
|
|
|
|
31
|
|
|
|
59
|
|
|
February 2010
|
Chung, Joon-Yang
|
|
President and Representative Director
|
|
Chief Operating Officer and Technology Officer
|
|
|
4
|
|
|
|
33
|
|
|
|
60
|
|
|
February 2010
|
Cho, Soung-Sik
|
|
Senior Executive Vice President
|
|
Managing Director, POSCO-India Pvt. Ltd.
|
|
|
2
|
|
|
|
33
|
|
|
|
57
|
|
|
February 2009
|
Lee, Dong-Hee
|
|
Senior Executive Vice President
|
|
Chief Finance Officer
|
|
|
2
|
|
|
|
31
|
|
|
|
58
|
|
|
February 2009
|
Choi, Jong-Tae
|
|
Senior Executive Vice President
|
|
Chief Staff Officer
|
|
|
0
|
|
|
|
34
|
|
|
|
58
|
|
|
February 2011
|
All Standing 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 Korean Securities and
Exchange Act of 1962 (the Korean Securities and Exchange
Act).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years as
|
|
|
|
|
|
|
Name
|
|
Position
|
|
Principal Occupation
|
|
Director
|
|
|
Age
|
|
|
Expiration of Term of Office
|
|
Suh, Yoon-Suk
|
|
Chairman of the Board
|
|
Professor, Ewha Womans University
|
|
|
4
|
|
|
|
53
|
|
|
February 2009
|
Park, Young-Ju
|
|
Director
|
|
CEO, Eagon Industrial Co., Ltd.
|
|
|
4
|
|
|
|
67
|
|
|
February 2009
|
Jones, Jeffrey D.
|
|
Director
|
|
Attorney, Kim & Chang
|
|
|
4
|
|
|
|
56
|
|
|
February 2010
|
Park, Won-Soon
|
|
Director
|
|
Executive Director, The Beautiful Foundation
|
|
|
4
|
|
|
|
52
|
|
|
February 2010
|
Sun, Wook
|
|
Director
|
|
CEO, Nongshim Co., Ltd.
|
|
|
3
|
|
|
|
63
|
|
|
February 2011
|
Ahn, Charles
|
|
Director
|
|
Chairman of the Board, AhnLab, Inc.
|
|
|
3
|
|
|
|
46
|
|
|
February 2011
|
Huh, Sung-Kwan
|
|
Director
|
|
Former President, Gwangju Institute of Science and Technology
|
|
|
2
|
|
|
|
60
|
|
|
February 2009
|
Park, Sang-Yong
|
|
Director
|
|
Professor, Yonsei University
|
|
|
0
|
|
|
|
57
|
|
|
February 2011
|
Jun, Kwang-Woo, one of our outside directors as of
December 31, 2007, resigned on March 6, 2008 due to
his appointment as the chairman of the Financial Services
Commission.
The term of office of the Directors is up to three
(3) years. Each Directors 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 Directors tenure.
Senior
Management
In addition to the Standing Directors who are also our executive
officers, we have the following executive officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years with
|
|
|
|
|
Name
|
|
Position
|
|
Responsibility and Division
|
|
POSCO
|
|
|
Age
|
|
|
Hur, Nam-Suk
|
|
Senior Executive Vice President
|
|
General Superintendent, Gwangyang Works
|
|
|
33
|
|
|
|
58
|
|
Chung, Keel-Sou
|
|
Senior Executive Vice President
|
|
Chief of Stainless Steel Division
|
|
|
33
|
|
|
|
58
|
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years with
|
|
|
|
|
Name
|
|
Position
|
|
Responsibility and Division
|
|
POSCO
|
|
|
Age
|
|
|
Kim, Sang-Ho
|
|
Executive Vice President
|
|
Legal Affairs Dept.
|
|
|
7
|
|
|
|
54
|
|
Oh, Chang-Kwan
|
|
Executive Vice President
|
|
General Superintendent, Pohang Works
|
|
|
30
|
|
|
|
55
|
|
Kwon, Young-Tae
|
|
Executive Vice President
|
|
Raw Materials Procurement Dept.
|
|
|
33
|
|
|
|
57
|
|
Chang, Hyun-Shik
|
|
Executive Vice President
|
|
Energy Business Dept.
|
|
|
6
|
|
|
|
57
|
|
Kim, Jin-Il
|
|
Executive Vice President
|
|
Vietnam Project Dept.
|
|
|
33
|
|
|
|
55
|
|
Kwon, Oh-Joon
|
|
Executive Vice President
|
|
General Superintendent, Technical Research Laboratories
|
|
|
21
|
|
|
|
57
|
|
Park, Han-Yong
|
|
Executive Vice President
|
|
Human Resources Dept.
|
|
|
30
|
|
|
|
57
|
|
Kim, Sang-Young
|
|
Executive Vice President
|
|
Corporate Communication Dept.
|
|
|
21
|
|
|
|
56
|
|
Kim, Soo-Kwan
|
|
Executive Vice President
|
|
General Superintendent, Human Resources Development Center,
Corporate Contribution Dept.
|
|
|
31
|
|
|
|
56
|
|
Cho, Jun-Gil
|
|
Senior Vice President
|
|
Deputy General Superintendent, Gwangyang Works (Hot and Cold
Rolling)
|
|
|
31
|
|
|
|
56
|
|
Yoo, Kwang-Jae
|
|
Senior Vice President
|
|
Stainless Steel Production and Technology
|
|
|
30
|
|
|
|
56
|
|
Yoon, Yong-Chul
|
|
Senior Vice President
|
|
Deputy General Superintendent, Gwangyang Works (Iron and Steel
Making)
|
|
|
30
|
|
|
|
55
|
|
Cho, Noi-Ha
|
|
Senior Vice President
|
|
Production Order and Process Dept., Technical Service Dept.,
Market Development Group, Automotive Flat Products Service Group
|
|
|
30
|
|
|
|
55
|
|
Yoon, Yong-Won
|
|
Senior Vice President
|
|
Facilities Investment Planning Dept., Pohang New Steel Making
Plant Project Dept., Gwangyang Plate Mill Project Dept., Raw
Materials Handling Buildup Project Dept.
|
|
|
30
|
|
|
|
56
|
|
Park, Ki-Hong
|
|
Senior Vice President
|
|
Finance Dept.
|
|
|
2
|
|
|
|
50
|
|
Choo, Wung-Yong
|
|
Senior Vice President
|
|
European Union Office
|
|
|
25
|
|
|
|
55
|
|
Kim, Sung-Kwan
|
|
Senior Vice President
|
|
India Project Dept.
|
|
|
31
|
|
|
|
57
|
|
Jang, Byung-Hyo
|
|
Senior Vice President
|
|
POSCO-Japan Co., Ltd
|
|
|
31
|
|
|
|
54
|
|
Kim, Joon-Sik
|
|
Senior Vice President
|
|
Technology Development Dept., Magnesium Business Dept.
|
|
|
27
|
|
|
|
54
|
|
Jang, Young-Ik
|
|
Senior Vice President
|
|
Stainless Steel Raw Materials Procurement Dept.
|
|
|
29
|
|
|
|
54
|
|
Kim, Moon-Seok
|
|
Senior Vice President
|
|
Seoul Office
|
|
|
29
|
|
|
|
54
|
|
Yun, Tai-Han
|
|
Senior Vice President
|
|
Hot Rolled Steel Sales Dept., API Steel Sales Group, Plate Sales
Dept., Wire Rod Sales Dept.
|
|
|
28
|
|
|
|
55
|
|
Cho, Bong-Rae
|
|
Senior Vice President
|
|
Deputy General Superintendent, Pohang Works (Iron and Steel
Making)
|
|
|
28
|
|
|
|
55
|
|
Chang, In-Hwan
|
|
Senior Vice President
|
|
Cold Rolled Steel Sales Dept., Automotive Flat Products Sales
Dept., Automotive Flat Products Exports Dept., Flat Products
Sales SCM Dept., Coated Steel Sales Dept., Electrical Steel
Sales Group
|
|
|
27
|
|
|
|
53
|
|
Kong, Yoon-Chan
|
|
Senior Vice President
|
|
Deputy General Superintendent, Gwangyang Works (Administration)
|
|
|
28
|
|
|
|
55
|
|
Lee, In-Bong
|
|
Senior Vice President
|
|
Information Planning Dept.
|
|
|
27
|
|
|
|
53
|
|
Shin, Jung-Suk
|
|
Senior Vice President
|
|
Zhangjiagang Pohang Stainless Steel Co. Ltd.
|
|
|
29
|
|
|
|
55
|
|
46
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years with
|
|
|
|
|
Name
|
|
Position
|
|
Responsibility and Division
|
|
POSCO
|
|
|
Age
|
|
|
An, Byung-Sik
|
|
Senior Vice President
|
|
Deputy General Superintendent, Pohang Works (Maintenance)
|
|
|
30
|
|
|
|
52
|
|
Baek, Sung-Kwan
|
|
Senior Vice President
|
|
Investment Management Dept.
|
|
|
27
|
|
|
|
52
|
|
Cho, Chang-Hwan
|
|
Senior Vice President
|
|
Deputy General Superintendent, Gwangyang Works (Maintenance)
|
|
|
28
|
|
|
|
53
|
|
Yoon, Dong-Jun
|
|
Senior Vice President
|
|
Business Innovation Dept.
|
|
|
24
|
|
|
|
49
|
|
Lee, Kyung-Hoon
|
|
Senior Vice President
|
|
Environment & Energy Dept.
|
|
|
29
|
|
|
|
54
|
|
Chang, Song-Hwan
|
|
Senior Vice President
|
|
Deputy General Superintendent, Pohang Works (Administration)
|
|
|
27
|
|
|
|
53
|
|
Lee, Hoo-Geun
|
|
Senior Vice President
|
|
FINEX Research & Development Project Dept.
|
|
|
25
|
|
|
|
50
|
|
Woo, Jong-Soo
|
|
Senior Vice President
|
|
Deputy General Superintendent, Technical Research Laboratories
|
|
|
28
|
|
|
|
52
|
|
Kang, Chang-Gyun
|
|
Senior Vice President
|
|
Auditing Dept.
|
|
|
28
|
|
|
|
52
|
|
Lee, Jung-Sik
|
|
Senior Vice President
|
|
Deputy General Superintendent, Pohang Works (Hot and Cold
Rolling)
|
|
|
28
|
|
|
|
53
|
|
Suh, Young-Sea
|
|
Senior Vice President
|
|
Stainless Steel Strategy Group, Stainless Steel Hot Rolled
Product Sales Dept., Stainless Steel Cold Rolled Product Sales
Dept.
|
|
|
24
|
|
|
|
52
|
|
Park, Myung-Kil
|
|
Senior Vice President
|
|
Materials Purchasing and Supply Management Dept.
|
|
|
22
|
|
|
|
49
|
|
Lee, Young-Hoon
|
|
Senior Vice President
|
|
Corporate Strategic Planning Dept.
|
|
|
22
|
|
|
|
48
|
|
Hwang, Eun-Yeon
|
|
Senior Vice President
|
|
Marketing Strategy Dept., Sales & Production Planning
Group, Sales Logistics Group
|
|
|
21
|
|
|
|
49
|
|
Compensation
of Directors and Officers
Salaries and bonuses for Standing Directors and salaries for
Directors are paid in accordance with standards decided by the
board of directors within the limitation of directors
remuneration approved by the annual general meeting of
shareholders. In addition, executive officers compensation
is paid in accordance with standards decided by the board of
directors. The aggregate compensation paid and accrued to all
Directors and executive officers was approximately Won
16.7 billion in 2007 and the aggregate amount set aside or
accrued by us to provide pension and retirement benefits to such
persons was Won 6.4 billion in 2007.
We have also granted stock options to some of our Directors and
executive officers. See Item 6.E. Share
Ownership for a list of stock options granted to our
Directors and executive officers. At the annual
shareholders meeting held in February 2006 our
shareholders elected to terminate the stock option program.
Stock options granted prior to this meeting remain valid and
outstanding pursuant to the articles of incorporation in effect
at the time of the issuance of the stock option.
|
|
Item 6.C.
|
Board
Practices
|
Director
Candidate Recommendation Committee
The Director Candidate Recommendation Committee comprises three
Outside Directors, Park, Won-Soon (committee chair), Ahn,
Charles and Sun, Wook and one Standing Director, Choi, Jong-Tae.
The Director Candidate Recommendation Committee reviews the
qualifications of potential candidates and proposes nominees to
serve on our board of directors as an Outside Director. Any
shareholder holding an aggregate of 0.5% or more of our
outstanding shares with voting rights for at least six months
may suggest candidates for Outside Directors to the committee.
47
Evaluation
and Compensation Committee
The Evaluation and Compensation Committee comprises four Outside
Directors, Park, Young-Ju (committee chair), Suh, Yoon-Suk, Ahn,
Charles and Huh, Sung-Kwan. The Evaluation and Compensation
Committees primary responsibilities include establishing
evaluation procedures and compensation plans for executive
officers and taking necessary measures to execute such plans.
Finance
and Operation Committee
The Finance and Operation Committee is comprised of three
Outside Directors, Huh, Sung-Kwan (committee chair), Park,
Young-Ju and Park, Won-Soon and two Standing Directors, Yoon,
Seok-Man and Lee, Dong-Hee. This committee is an operational
committee that oversees decisions with respect to finance and
operational matters, including making assessments with respect
to potential capital investments and evaluating prospective
capital-raising activities.
Executive
Management Committee
The Executive Management Committee comprises six Standing
Directors: Lee, Ku-Taek (committee chair), Yoon, Seok-Man,
Chung, Joon-Yang, Cho, Soung-Sik, Lee, Dong-Hee and Choi,
Jong-Tae. This committee oversees decisions with respect to our
operational and management matters, including review of
managements proposals of new strategic initiatives, as
well as deliberation over critical internal matters related to
organization structure and development of personnel.
Audit
Committee
Under Korean law and our articles of incorporation, we are
required to have an Audit Committee. The Audit Committee may be
composed of three or more directors; all members of the Audit
Committee must be Outside Directors. Audit Committee members
must also meet the applicable independence criteria set forth
under the rules and regulations of the Sarbanes-Oxley Act of
2002. Members of the Audit Committee are elected by the
shareholders at the ordinary general meeting of shareholders. We
currently have an Audit Committee composed of four Outside
Directors. Members of our Audit Committee are Suh, Yoon-Suk
(committee chair), Jones, Jeffrey D., Sun, Wook and Park,
Sang-Yong.
The duties of the Audit Committee include:
|
|
|
|
|
engaging independent auditors;
|
|
|
|
approving independent audit fees;
|
|
|
|
approving audit and non-audit services;
|
|
|
|
reviewing annual financial statements;
|
|
|
|
reviewing audit results and reports, including management
comments and recommendations;
|
|
|
|
reviewing our system of controls and policies, including those
covering conflicts of interest and business ethics; and
|
|
|
|
examining improprieties or suspected improprieties.
|
In addition, in connection with general meetings of
stockholders, the committee examines the agenda for, and
financial statements and other reports to be submitted by, the
board of directors at each general meeting of stockholders. Our
internal and external auditors report directly to the Audit
Committee. The committee holds regular meetings at least once
each quarter, and more frequently as needed.
Insider
Trading Committee
The Insider Trading Committee is comprised of four Outside
Directors, Suh, Yoon-Suk (committee chair), Jones, Jeffrey D.,
Sun, Wook and Park, Sang-Yong. This committee reviews related
party and other internal transactions and ensures compliance
with the Monopoly Regulation and Fair Trade Act.
48
Differences
in Corporate Governance Practices
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 Exchanges 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
|
|
POSCOs 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 Exchanges
standards), and 8 out of 14 directors are Outside
Directors. Under the our articles of incorporation, we may have
up to six Standing Directors and nine Outside Directors.
|
Nomination/Corporate Governance Committee
|
|
|
Listed companies must have a nomination/corporate governance
committee composed entirely of independent directors
|
|
We have not established a separate nomination/ corporate
governance committee. However, we maintain a Director Candidate
Recommendation Committee composed of three Outside Directors and
one Standing Director.
|
Compensation Committee
|
|
|
Listed companies must have a compensation committee composed
entirely of independent directors
|
|
We maintain an Evaluation and Compensation Committee composed of
four Outside Directors.
|
Executive Session
|
|
|
Listed companies must hold meetings solely attended by
non-management directors to more effectively check and balance
management directors
|
|
Our Outside Directors hold meetings solely attended by Outside
Directors in accordance with operation guidelines of our board
of directors.
|
Audit Committee
|
|
|
Listed companies must have an audit committee that is composed
of more than three directors and satisfy the requirements of
Rule 10A-3
under the Exchange Act
|
|
We maintain an Audit Committee comprised of four Outside
Directors who meet the applicable independence criteria set
forth under Rule 10A-3 under the Exchange Act.
|
Shareholder Approval of Equity Compensation Plan
|
|
|
Listed companies must allow its shareholders to exercise their
voting rights with respect to any material revision to the
companys 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 incorporations to delete the provision allowing grant of stock
options to officers and directors.
Consequently, we may not grant stock options to officers and directors starting February 24, 2006. 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.
|
49
As of December 31, 2007, we had 28,543 employees,
including 11,236 persons employed by our subsidiaries,
almost all of whom were employed within Korea. Of the total
number of employees, approximately 80% are technicians and
skilled laborers and 20% are administrative staff. We use
subcontractors for maintenance, cleaning and transport
activities. We had 28,297 employees, including
10,774 persons employed by our subsidiaries, as of
December 31, 2006, and 28,853 employees, including
9,849 persons employed by our subsidiaries, as of
December 31, 2005. 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, 2007, only 18 of
our employees were members of the POSCO labor union.
We maintain a retirement plan, as required by Korean labor law,
pursuant to which employees terminating their employment after
one year or more of service are entitled to receive a lump-sum
payment based on the length of their service and their total
compensation at the time of termination. We are required to
transfer a portion of retirement and severance benefit amounts
accrued by our employees to the National Pension Fund. The
amounts so transferred reduce the retirement and severance
benefit amounts payable to retiring employees by us at the time
of their retirement. We also provide a wide range of fringe
benefits to our employees, including housing, housing loans,
company- provided hospitals and schools, a company-sponsored
pension program, an employee welfare fund, industrial disaster
insurance, and cultural and athletic facilities.
As of December 31, 2007, our employees owned, through our
employee stock ownership association, approximately 0.7% of our
common stock in their association accounts and 3.43% of our
common stock in their employee accounts.
50
|
|
Item 6.E.
|
Share
Ownership
|
Common
Stock
The persons who are currently our Directors or executive
officers held, as a group, 6,484 common shares as of
December 31, 2007, the most recent practicable date for
which this information is available. The table below shows the
ownership of our common shares by Directors and executive
officers.
|
|
|
|
|
|
|
Number of Common
|
|
Shareholders
|
|
Shares Owned
|
|
|
Yoon, Yong-Won
|
|
|
1,879
|
|
Choi, Jong-Tae
|
|
|
1,573
|
|
Hur, Nam-Suk
|
|
|
1,002
|
|
Yoo, Kwang-Jae
|
|
|
500
|
|
Kim, Jin-Il
|
|
|
200
|
|
Yoon, Dong-Jun
|
|
|
177
|
|
Lee, In-Bong
|
|
|
145
|
|
Jang, Young-Ik
|
|
|
138
|
|
Yun, Tai-Han
|
|
|
130
|
|
Chang, In-Hwan
|
|
|
130
|
|
Kim, Joon-Sik
|
|
|
128
|
|
Baek, Sung-Kwan
|
|
|
100
|
|
Shin, Jung-Suk
|
|
|
98
|
|
Yoon, Yong-Chul
|
|
|
81
|
|
Lee, Jung-Sik
|
|
|
69
|
|
Kim, Soo-Kwan
|
|
|
42
|
|
Lee, Young-Hoon
|
|
|
29
|
|
Lee, Kyung-Hoon
|
|
|
18
|
|
Chang, Hyun-Shik
|
|
|
15
|
|
Park, Han-Yong
|
|
|
12
|
|
Woo, Jong-Soo
|
|
|
10
|
|
Kwon, Oh-Joon
|
|
|
2
|
|
Cho, Jun-Gil
|
|
|
2
|
|
Lee, Hoo-Geun
|
|
|
2
|
|
Cho, Chang-Hwan
|
|
|
1
|
|
Chang, Song-Hwan
|
|
|
1
|
|
|
|
|
|
|
Total
|
|
|
6,484
|
|
|
|
|
|
|
51
Stock
Options
The following table sets forth information regarding the stock
options we have granted to our current Directors and executive
officers as of March 31, 2008. With respect to the options
granted, we may elect either to issue shares of common stock,
distribute treasury stock or pay in cash the difference between
the exercise and the market price at the date of exercise. The
options may be exercised by a person who has continued
employment with POSCO for two or more years from the date on
which the options are granted. Expiration date of options is
seven years from the date on which the options are granted. All
of the stock options below relate to our common stock.
At the annual shareholders meeting held in February 2006,
our shareholders elected to terminate the stock option program.
Stock options granted prior to this meeting remain valid and
outstanding pursuant to the articles of incorporation in effect
at the time of the issuance of the stock option.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Period
|
|
Exercise
|
|
|
Granted
|
|
|
Exercised
|
|
|
Exercisable
|
|
Directors
|
|
Grant Date
|
|
From
|
|
To
|
|
Price
|
|
|
Options
|
|
|
Options
|
|
|
Options
|
|
|
Lee, Ku-Taek
|
|
July 23, 2001
|
|
7/24/2003
|
|
7/23/2008
|
|
|
98,900
|
|
|
|
45,184
|
|
|
|
34,518
|
|
|
|
10,666
|
|
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
49,000
|
|
|
|
0
|
|
|
|
49,000
|
|
Yoon, Seok-Man
|
|
September 18, 2002
|
|
9/19/2004
|
|
9/18/2009
|
|
|
116,100
|
|
|
|
11,179
|
|
|
|
6,000
|
|
|
|
5,179
|
|
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
7,840
|
|
|
|
0
|
|
|
|
7,840
|
|
Chung, Joon-Yang
|
|
April 27, 2002
|
|
4/28/2004
|
|
4/27/2009
|
|
|
136,400
|
|
|
|
9,316
|
|
|
|
9,316
|
|
|
|
0
|
|
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
4,900
|
|
|
|
0
|
|
|
|
4,900
|
|
Cho, Soung-Sik
|
|
July 23, 2001
|
|
7/24/2003
|
|
7/23/2008
|
|
|
98,900
|
|
|
|
9,037
|
|
|
|
9,037
|
|
|
|
0
|
|
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
1,921
|
|
|
|
192
|
|
|
|
1,729
|
|
Lee, Dong-Hee
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
9,604
|
|
|
|
5,960
|
|
|
|
3,644
|
|
Choi, Jong-Tae
|
|
July 23, 2001
|
|
7/24/2003
|
|
7/23/2008
|
|
|
98,900
|
|
|
|
9,037
|
|
|
|
7,903
|
|
|
|
1,134
|
|
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
1,921
|
|
|
|
192
|
|
|
|
1,729
|
|
Park,Young-Ju
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
1,862
|
|
|
|
0
|
|
|
|
1,862
|
|
Jones, Jeffrey D
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
1,862
|
|
|
|
1,862
|
|
|
|
0
|
|
Suh, Yoon-Suk
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
1,862
|
|
|
|
500
|
|
|
|
1,362
|
|
Sun, Wook
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
2,000
|
|
Ahn, Charles
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercise Period
|
|
Exercise
|
|
|
Granted
|
|
|
Exercised
|
|
|
|
|
Executive Officers
|
|
Grant Date
|
|
From
|
|
To
|
|
Price
|
|
|
Options
|
|
|
Options
|
|
|
Exercisable
|
|
|
Hur, Nam-Suk
|
|
April 27, 2002
|
|
4/28/2004
|
|
4/27/2009
|
|
|
136,400
|
|
|
|
9,316
|
|
|
|
9,316
|
|
|
|
0
|
|
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
2,000
|
|
Chung, Keel-Sou
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
9,800
|
|
|
|
0
|
|
|
|
9,800
|
|
Kim, Sang-Ho
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
0
|
|
Oh, Chang-Kwan
|
|
April 27, 2002
|
|
4/28/2004
|
|
4/27/2009
|
|
|
136,400
|
|
|
|
9,316
|
|
|
|
3,931
|
|
|
|
5,385
|
|
Kwon, Young-Tae
|
|
September 18, 2002
|
|
9/19/2004
|
|
9/18/2009
|
|
|
116,100
|
|
|
|
9,316
|
|
|
|
931
|
|
|
|
8,385
|
|
Chang, Hyun-Shik
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
9,604
|
|
|
|
9,604
|
|
|
|
0
|
|
Kim, Jin-Il
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
9,604
|
|
|
|
9,492
|
|
|
|
112
|
|
Kwon, Oh-Joon
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
9,604
|
|
|
|
8,604
|
|
|
|
1,000
|
|
Park, Han-Yong
|
|
April 26, 2003
|
|
4/27/2005
|
|
4/26/2010
|
|
|
102,900
|
|
|
|
9,604
|
|
|
|
9,604
|
|
|
|
0
|
|
Kim, Sang-Young
|
|
July 23, 2004
|
|
7/24/2006
|
|
7/23/2011
|
|
|
151,700
|
|
|
|
9,800
|
|
|
|
0
|
|
|
|
9,800
|
|
Cho, Jun-Gil
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
10,000
|
|
Yoo, Kwang-Jae
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
Yoon, Yong-Chul
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
10,000
|
|
Cho, Noi-Ha
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
10,000
|
|
Yoon, Yong-Won
|
|
April 28, 2005
|
|
4/29/2007
|
|
4/28/2012
|
|
|
194,900
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
0
|
|
52
|
|
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, 2007.
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
Shareholders
|
|
Shares Owned
|
|
|
Percentage
|
|
|
Nippon Steel Corporation(1)
|
|
|
4,394,712
|
|
|
|
5.04
|
|
Mirae Asset Investments Co., Ltd.
|
|
|
3,660,603
|
|
|
|
4.20
|
|
National Pension Service
|
|
|
3,404,897
|
|
|
|
3.91
|
|
SK Telecom
|
|
|
2,481,310
|
|
|
|
2.85
|
|
Pohang University of Science and Technology
|
|
|
2,000,000
|
|
|
|
2.29
|
|
Directors and executive officers as a group
|
|
|
6,484
|
|
|
|
0.01
|
|
Public(2)
|
|
|
59,592,195
|
|
|
|
68.35
|
|
POSCO (held in the form of treasury stock)
|
|
|
9,430,749
|
|
|
|
10.81
|
|
POSCO (held through treasury stock fund)
|
|
|
2,215,885
|
|
|
|
2.54
|
|
|
|
|
|
|
|
|
|
|
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, 2007, there were 15,748,592 shares
of common stock outstanding in the form of ADRs, representing
18.06% of the total issued and outstanding shares of common
stock.
|
|
Item 7.B.
|
Related
Party Transactions
|
We have issued guarantees of Won 561 billion as of
December 31, 2005, Won 598 billion as of
December 31, 2006 and Won 577 billion as of
December 31, 2007, in favor of affiliated and related
companies. We have also engaged in various transactions with our
subsidiaries and affiliated companies. Please see Note 16
of Notes to Consolidated Financial Statements.
As of December 31, 2005, 2006 and 2007, 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-94.
Legal
Proceedings
We have been subject to a number of anti-dumping and
countervailing proceedings in the United States and China. In
addition, the European Union initiated an anti-dumping
investigation in October 2007 into our sales of stainless steel
cold-rolled coils in European countries. We expect the European
Union to announce its decision in early 2009. The anti-dumping
and countervailing proceedings have not had a material adverse
effect on our business and operations. However, there can be no
assurance that further increases in or new imposition of
countervailing duties, dumping duties, quotas or tariffs on our
sales in the United States, China or Europe may not have a
material adverse effect on our exports to these regions in the
future. See Item 4. Information on the
Company Item 4.B. Business Overview
Markets Exports.
53
Except as described above, we are not involved in any pending or
threatened legal or arbitration proceedings that may have, or
have had during the last 12 months, a material adverse
effect on our results of operations or financial position.
DIVIDENDS
The amount of dividends paid on our common stock is subject to
approval at the annual general meeting of shareholders, which is
typically held in February or March of the following year. In
addition to our annual dividends, our board of directors is
authorized to declare and distribute interim dividends once a
year under our articles of incorporation. If we decide to pay
interim dividends, our articles of incorporation authorize us to
pay them in cash and to the shareholders of record as of June 30
of the relevant fiscal year. We may pay cash dividends out of
retained earnings that have not been appropriated to statutory
reserves.
The table below sets out the annual dividends declared on the
outstanding common stock to shareholders of record on December
31 of the years indicated and the interim dividends declared on
the outstanding common stock to shareholders of record on June
30 of the years indicated. A total of 87,186,835 shares of
common stock were issued at the end of 2007. Of these shares,
75,540,201 shares were outstanding and
9,430,749 shares were held by us in treasury and
2,215,885 shares were held through our treasury stock fund.
The annual dividends set out for each of the years below were
paid in the immediately following year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual
|
|
|
|
|
|
Average Total
|
|
|
|
Dividend per
|
|
|
Interim
|
|
|
Dividend
|
|
|
|
Common Stock
|
|
|
Dividend per
|
|
|
per Common
|
|
Year
|
|
to Public
|
|
|
Common Stock
|
|
|
Stock
|
|
|
|
(In won)
|
|
|
2003
|
|
|
5,000
|
|
|
|
1,000
|
|
|
|
6,000
|
|
2004
|
|
|
6,500
|
|
|
|
1,500
|
|
|
|
8,000
|
|
2005
|
|
|
6,000
|
|
|
|
2,000
|
|
|
|
8,000
|
|
2006
|
|
|
6,000
|
|
|
|
2,000
|
|
|
|
8,000
|
|
2007
|
|
|
7,500
|
|
|
|
2,500
|
|
|
|
10,000
|
|
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
|
Not applicable
|
|
Item 9.
|
The
Offer and Listing
|
|
|
Item 9.A.
|
Offer
and Listing Details
|
Market
Price Information
Notes
Not applicable
54
Common
Stock
The principal trading market for our common stock is the Stock
Market Division of the Korea Exchange. 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 Stock Market
Division of the Korea Exchange 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 Stock Market Division of the Korea Exchange for our
common stock since January 1, 2003.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
|
Average Daily
|
|
|
|
High
|
|
|
Low
|
|
|
Trading Volume
|
|
|
|
(In won)
|
|
|
(Number of shares)
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
133,000
|
|
|
|
92,400
|
|
|
|
336,187
|
|
Second Quarter
|
|
|
127,000
|
|
|
|
97,500
|
|
|
|
300,224
|
|
Third Quarter
|
|
|
152,500
|
|
|
|
123,500
|
|
|
|
310,936
|
|
Fourth Quarter
|
|
|
163,000
|
|
|
|
131,500
|
|
|
|
345,272
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
181,000
|
|
|
|
156,500
|
|
|
|
312,764
|
|
Second Quarter
|
|
|
177,000
|
|
|
|
131,000
|
|
|
|
413,523
|
|
Third Quarter
|
|
|
184,000
|
|
|
|
145,000
|
|
|
|
241,698
|
|
Fourth Quarter
|
|
|
203,000
|
|
|
|
163,000
|
|
|
|
287,632
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
225,500
|
|
|
|
176,500
|
|
|
|
293,360
|
|
Second Quarter
|
|
|
203,000
|
|
|
|
174,500
|
|
|
|
298,650
|
|
Third Quarter
|
|
|
240,500
|
|
|
|
182,000
|
|
|
|
295,458
|
|
Fourth Quarter
|
|
|
236,500
|
|
|
|
199,500
|
|
|
|
334,140
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
251,500
|
|
|
|
196,500
|
|
|
|
391,776
|
|
Second Quarter
|
|
|
287,000
|
|
|
|
217,500
|
|
|
|
381,220
|
|
Third Quarter
|
|
|
254,000
|
|
|
|
225,500
|
|
|
|
269,202
|
|
Fourth Quarter
|
|
|
318,500
|
|
|
|
239,000
|
|
|
|
243,547
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
395,000
|
|
|
|
286,500
|
|
|
|
282,570
|
|
Second Quarter
|
|
|
481,000
|
|
|
|
366,000
|
|
|
|
251,054
|
|
Third Quarter
|
|
|
673,000
|
|
|
|
445,000
|
|
|
|
290,037
|
|
Fourth Quarter
|
|
|
765,000
|
|
|
|
557,000
|
|
|
|
336,932
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
582,000
|
|
|
|
417,000
|
|
|
|
333,766
|
|
January
|
|
|
582,000
|
|
|
|
465,000
|
|
|
|
355,143
|
|
February
|
|
|
555,000
|
|
|
|
487,500
|
|
|
|
278,397
|
|
March
|
|
|
530,000
|
|
|
|
417,000
|
|
|
|
367,758
|
|
Second Quarter (through June 23)
|
|
|
607,000
|
|
|
|
445,000
|
|
|
|
378,173
|
|
April
|
|
|
522,000
|
|
|
|
445,000
|
|
|
|
431,208
|
|
May
|
|
|
607,000
|
|
|
|
491,000
|
|
|
|
413,782
|
|
June (through June 23)
|
|
|
596,000
|
|
|
|
529,000
|
|
|
|
289,529
|
|
55
ADSs
Our common stock is also listed on the New York Stock Exchange,
the London Stock Exchange and the Tokyo Stock Exchange in the
form of ADSs. The ADSs have been issued by The Bank of New York
Mellon as ADR depositary and are listed on the New York Stock
Exchange under the symbol PKX. One ADS represents
one-fourth of one share of common stock. As of December 31,
2007, 15,748,592 ADSs were outstanding, representing 18.06%
shares of common stock.
The table below shows the high and low trading prices and the
average daily volume of trading activity on the New York Stock
Exchange for our ADSs since January 1, 2003.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price
|
|
|
Average Daily
|
|
|
|
High
|
|
|
Low
|
|
|
Trading Volume
|
|
|
|
(In US$)
|
|
|
(Number of ADSs)
|
|
|
2003
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
28.66
|
|
|
|
18.46
|
|
|
|
324,595
|
|
Second Quarter
|
|
|
26.55
|
|
|
|
19.26
|
|
|
|
333,511
|
|
Third Quarter
|
|
|
32.49
|
|
|
|
26.08
|
|
|
|
262,191
|
|
Fourth Quarter
|
|
|
33.97
|
|
|
|
28.98
|
|
|
|
477,580
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
38.43
|
|
|
|
33.55
|
|
|
|
578,963
|
|
Second Quarter
|
|
|
39.01
|
|
|
|
27.97
|
|
|
|
1,013,306
|
|
Third Quarter
|
|
|
40.14
|
|
|
|
32.47
|
|
|
|
729,723
|
|
Fourth Quarter
|
|
|
47.50
|
|
|
|
36.49
|
|
|
|
765,003
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
54.85
|
|
|
|
41.22
|
|
|
|
866,811
|
|
Second Quarter
|
|
|
49.70
|
|
|
|
43.75
|
|
|
|
790,208
|
|
Third Quarter
|
|
|
57.08
|
|
|
|
44.12
|
|
|
|
606,928
|
|
Fourth Quarter
|
|
|
56.01
|
|
|
|
47.85
|
|
|
|
671,024
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
63.80
|
|
|
|
48.97
|
|
|
|
812,089
|
|
Second Quarter
|
|
|
74.41
|
|
|
|
56.07
|
|
|
|
922,906
|
|
Third Quarter
|
|
|
66.88
|
|
|
|
58.59
|
|
|
|
760,752
|
|
Fourth Quarter
|
|
|
84.88
|
|
|
|
63.00
|
|
|
|
748,789
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
106.88
|
|
|
|
76.49
|
|
|
|
770,003
|
|
Second Quarter
|
|
|
129.60
|
|
|
|
99.34
|
|
|
|
712,996
|
|
Third Quarter
|
|
|
184.54
|
|
|
|
124.50
|
|
|
|
809,315
|
|
Fourth Quarter
|
|
|
195.89
|
|
|
|
147.17
|
|
|
|
721,160
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
|
147.74
|
|
|
|
108.41
|
|
|
|
418,434
|
|
January
|
|
|
147.74
|
|
|
|
129.06
|
|
|
|
454,638
|
|
February
|
|
|
146.13
|
|
|
|
125.50
|
|
|
|
362,235
|
|
March
|
|
|
135.40
|
|
|
|
108.41
|
|
|
|
436,620
|
|
Second Quarter (through June 23)
|
|
|
147.05
|
|
|
|
112.80
|
|
|
|
259,072
|
|
April
|
|
|
134.07
|
|
|
|
112.80
|
|
|
|
315,663
|
|
May
|
|
|
144.38
|
|
|
|
123.09
|
|
|
|
243,528
|
|
June (through June 23)
|
|
|
147.05
|
|
|
|
128.08
|
|
|
|
218,025
|
|
56
|
|
Item 9.B.
|
Plan
of Distribution
|
Not applicable
The
Korean Securities Market
On January 27, 2005, the Korea Exchange was established
pursuant to the Korea Securities and Futures Exchange Act
through the consolidation of the Korea Stock Exchange, the Korea
Futures Exchange, the KOSDAQ Stock Market, Inc. (the
KOSDAQ) and the KOSDAQ Committee within the Korea
Securities Dealers Association, which was in charge of the
management of the KOSDAQ. There are three different markets
operated by the Korea Exchange: the Stock Market, the KOSDAQ
Market and the Futures Market. The Korea Exchange has two
trading floors located in Seoul, one for the Stock Market and
one for the KOSDAQ Market, and one trading floor in Busan for
the Futures Market. The Korea Exchange is a limited liability
company, the shares of which are held by (i) securities
companies and futures companies that were formerly members of
the Korea Stock Exchange or the Korea Futures Exchange,
(ii) the Small Business Corporation, (iii) the Korea
Securities Finance Corporation and (iv) the Korea
Securities Dealers Association. Currently, the Korea Exchange is
the only stock exchange in Korea and is operated by membership,
having as its members most of the Korean securities companies
and some Korean branches of foreign securities companies.
The Korea Exchange has the power in some circumstances to
suspend trading in the shares of a given company or to de-list a
security pursuant to the Regulation on Listing on the Korea
Exchange. The Korea Exchange also restricts share price
movements. All listed companies are required to file accounting
reports annually, semi-annually and quarterly and to release
immediately all information that may affect trading in a
security.
The Government has in the past exerted, and continues to exert,
substantial influence over many aspects of the private sector
business community which can have the intention or effect of
depressing or boosting the market. In the past, the Government
has informally both encouraged and restricted the declaration
and payment of dividends, induced mergers to reduce what it
considers excess capacity in a particular industry and induced
private companies to publicly offer their securities.
The Korea Exchange publishes the Korea Composite Stock Price
Index (KOSPI) every ten seconds, which is an index
of all equity securities listed on the Korea Exchange. On
January 1, 1983, the method of computing KOSPI was changed
from the Dow Jones method to the aggregate value method. In the
new method, the market capitalizations of all listed companies
are aggregated, subject to certain adjustments, and this
aggregate is expressed as a percentage of the aggregate market
capitalization of all listed companies as of the base date,
January 4, 1980.
57
Movements in KOSPI are set out in the following table together
with the associated dividend yields and price earnings ratios.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yield(1)(2)
|
|
|
Earnings
|
|
Year
|
|
Opening
|
|
|
High
|
|
|
Low
|
|
|
Closing
|
|
|
(Percent)
|
|
|
Ratio(2)(3)
|
|
|
1979
|
|
|
131.28
|
|
|
|
131.28
|
|
|
|
104.38
|
|
|
|
118.97
|
|
|
|
17.8
|
|
|
|
3.8
|
|
1980
|
|
|
100.00
|
|
|
|
119.36
|
|
|
|
100.00
|
|
|
|
106.87
|
|
|
|
20.9
|
|
|
|
2.6
|
|
1981
|
|
|
97.95
|
|
|
|
165.95
|
|
|
|
93.14
|
|
|
|
131.37
|
|
|
|
13.2
|
|
|
|
3.1
|
|
1982
|
|
|
123.60
|
|
|
|
134.48
|
|
|
|
106.00
|
|
|
|
128.99
|
|
|
|
10.5
|
|
|
|
3.4
|
|
1983
|
|
|
122.52
|
|
|
|
134.46
|
|
|
|
115.59
|
|
|
|
121.21
|
|
|
|
6.9
|
|
|
|
3.8
|
|
1984
|
|
|
115.25
|
|
|
|
142.46
|
|
|
|
115.25
|
|
|
|
142.46
|
|
|
|
5.1
|
|
|
|
4.5
|
|
1985
|
|
|
139.53
|
|
|
|
163.37
|
|
|
|
131.40
|
|
|
|
163.37
|
|
|
|
5.3
|
|
|
|
5.2
|
|
1986
|
|
|
161.40
|
|
|
|
279.67
|
|
|
|
153.85
|
|
|
|
272.61
|
|
|
|
4.3
|
|
|
|
7.6
|
|
1987
|
|
|
264.82
|
|
|
|
525.11
|
|
|
|
264.82
|
|
|
|
525.11
|
|
|
|
2.6
|
|
|
|
10.9
|
|
1988
|
|
|
532.04
|
|
|
|
922.56
|
|
|
|
527.89
|
|
|
|
907.20
|
|
|
|
2.4
|
|
|
|
11.2
|
|
1989
|
|
|
919.61
|
|
|
|
1,007.77
|
|
|
|
844.75
|
|
|
|
909.72
|
|
|
|
2.0
|
|
|
|
13.9
|
|
1990
|
|
|
908.59
|
|
|
|
928.82
|
|
|
|
566.27
|
|
|
|
696.11
|
|
|
|
2.2
|
|
|
|
12.8
|
|
1991
|
|
|
679.75
|
|
|
|
763.10
|
|
|
|
586.51
|
|
|
|
610.92
|
|
|
|
2.6
|
|
|
|
11.2
|
|
1992
|
|
|
624.23
|
|
|
|
691.48
|
|
|
|
459.07
|
|
|
|
678.44
|
|
|
|
2.2
|
|
|
|
10.9
|
|
1993
|
|
|
697.41
|
|
|
|
874.10
|
|
|
|
605.93
|
|
|
|
866.18
|
|
|
|
1.6
|
|
|
|
12.7
|
|
1994
|
|
|
879.32
|
|
|
|
1,138.75
|
|
|
|
855.37
|
|
|
|
1,027.37
|
|
|
|
1.2
|
|
|
|
16.2
|
|
1995
|
|
|
1,027.45
|
|
|
|
1,016.77
|
|
|
|
847.09
|
|
|
|
882.94
|
|
|
|
1.2
|
|
|
|
16.4
|
|
1996
|
|
|
882.29
|
|
|
|
986.84
|
|
|
|
651.22
|
|
|
|
651.22
|
|
|
|
1.3
|
|
|
|
17.8
|
|
1997
|
|
|
647.67
|
|
|
|
792.29
|
|
|
|
350.68
|
|
|
|
376.31
|
|
|
|
1.5
|
|
|
|
17.0
|
|
1998
|
|
|
374.41
|
|
|
|
579.86
|
|
|
|
280.00
|
|
|
|
562.46
|
|
|
|
1.9
|
|
|
|
10.8
|
|
1999
|
|
|
565.10
|
|
|
|
1,028.07
|
|
|
|
498.42
|
|
|
|
1,028.07
|
|
|
|
1.1
|
|
|
|
13.5
|
|
2000
|
|
|
1,028.33
|
|
|
|
1,059.04
|
|
|
|
500.60
|
|
|
|
504.62
|
|
|
|
1.6
|
|
|
|
18.6
|
|
2001
|
|
|
503.31
|
|
|
|
704.50
|
|
|
|
468.76
|
|
|
|
693.70
|
|
|
|
2.0
|
|
|
|
14.2
|
|
2002
|
|
|
698.00
|
|
|
|
937.61
|
|
|
|
584.04
|
|
|
|
627.55
|
|
|
|
1.4
|
|
|
|
17.8
|
|
2003
|
|
|
633.03
|
|
|
|
822.16
|
|
|
|
515.24
|
|
|
|
810.71
|
|
|
|
2.2
|
|
|
|
10.9
|
|
2004
|
|
|
821.26
|
|
|
|
936.06
|
|
|
|
719.59
|
|
|
|
895.92
|
|
|
|
2.1
|
|
|
|
15.8
|
|
2005
|
|
|
896.00
|
|
|
|
1,379.37
|
|
|
|
870.84
|
|
|
|
1,379.37
|
|
|
|
1.7
|
|
|
|
11.0
|
|
2006
|
|
|
1,383.32
|
|
|
|
1,464.70
|
|
|
|
1,203.86
|
|
|
|
1,434.46
|
|
|
|
1.7
|
|
|
|
11.4
|
|
2007
|
|
|
1,438.89
|
|
|
|
2,015.48
|
|
|
|
1,345.08
|
|
|
|
1,897.13
|
|
|
|
1.4
|
|
|
|
16.8
|
|
2008 (through June 23)
|
|
|
1,891.45
|
|
|
|
1,901.13
|
|
|
|
1,537.53
|
|
|
|
1,715.59
|
|
|
|
1.6
|
|
|
|
14.7
|
|
Source: The Stock Market Division of the Korea Exchange
|
|
|
(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 Stock Market Division of the Korea
Exchange. Starting in April 2000, excludes classified companies,
companies which did not submit annual reports to the Stock
Market Division of the Korea Exchange, 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. |
58
Shares are quoted ex-dividend on the first trading
day of the relevant companys 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 days closing price
of the shares, rounded down as set out below:
|
|
|
|
|
|
|
Rounded Down
|
|
Previous Days Closing Price (Won)
|
|
to (Won)
|
|
|
Less than 5,000
|
|
|
5
|
|
5,000 to less than 10,000
|
|
|
10
|
|
10,000 to less than 50,000
|
|
|
50
|
|
50,000 to less than 100,000
|
|
|
100
|
|
100,000 to less than 500,000
|
|
|
500
|
|
500,000 or more
|
|
|
1,000
|
|
As a consequence, if a particular closing price is the same as
the price set by the fluctuation limit, the closing price may
not reflect the price at which persons would have been prepared,
or would be prepared to continue, if so permitted, to buy and
sell shares. Orders are executed on an auction system with
priority rules to deal with competing bids and offers.
Due to deregulation of restrictions on brokerage commission
rates, the brokerage commission rate on equity securities
transactions may be determined by the parties, subject to
commission schedules being filed with the Korea Exchange by the
securities companies. 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.
59
The number of companies listed on the Stock Market Division of
the Korea Exchange, the corresponding total market
capitalization at the end of the periods indicated and the
average daily trading volume for those periods are set forth in
the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market Capitalization on the Last Day of Each Period
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Average Daily Trading Volume, Value
|
|
|
|
Listed
|
|
|
(Billions of
|
|
|
(Millions of
|
|
|
Thousands of
|
|
|
(Millions of
|
|
|
(Thousands of
|
|
Year
|
|
Companies
|
|
|
Won)
|
|
|
US$)(1)
|
|
|
Shares
|
|
|
Won)
|
|
|
US$) (1)
|
|
|
1979
|
|
|
355
|
|
|
W
|
2,609
|
|
|
US$
|
5,391
|
|
|
|
5,382
|
|
|
W
|
4,579
|
|
|
US$
|
4,641
|
|
1980
|
|
|
352
|
|
|
|
2,527
|
|
|
|
3,829
|
|
|
|
5,654
|
|
|
|
3,897
|
|
|
|
5,905
|
|
1981
|
|
|
343
|
|
|
|
2,959
|
|
|
|
4,224
|
|
|
|
10,565
|
|
|
|
8,708
|
|
|
|
12,432
|
|
1982
|
|
|
334
|
|
|
|
3,000
|
|
|
|
4,408
|
|
|
|
9,704
|
|
|
|
6,667
|
|
|
|
8,904
|
|
1983
|
|
|
328
|
|
|
|
3,490
|
|
|
|
4,387
|
|
|
|
9,325
|
|
|
|
5,941
|
|
|
|
7,468
|
|
1984
|
|
|
336
|
|
|
|
5,149
|
|
|
|
6,223
|
|
|
|
14,847
|
|
|
|
10,642
|
|
|
|
12,862
|
|
1985
|
|
|
342
|
|
|
|
6,570
|
|
|
|
7,381
|
|
|
|
18,925
|
|
|
|
12,315
|
|
|
|
13,834
|
|
1986
|
|
|
355
|
|
|
|
11,994
|
|
|
|
13,924
|
|
|
|
31,755
|
|
|
|
32,870
|
|
|
|
38,159
|
|
1987
|
|
|
389
|
|
|
|
26,172
|
|
|
|
33,033
|
|
|
|
20,353
|
|
|
|
70,185
|
|
|
|
88,583
|
|
1988
|
|
|
502
|
|
|
|
64,544
|
|
|
|
94,348
|
|
|
|
10,367
|
|
|
|
198,364
|
|
|
|
289,963
|
|
1989
|
|
|
626
|
|
|
|
95,477
|
|
|
|
140,490
|
|
|
|
11,757
|
|
|
|
280,967
|
|
|
|
414,430
|
|
1990
|
|
|
669
|
|
|
|
79,020
|
|
|
|
110,301
|
|
|
|
10,866
|
|
|
|
183,692
|
|
|
|
256,411
|
|
1991
|
|
|
686
|
|
|
|
73,118
|
|
|
|
96,107
|
|
|
|
14,022
|
|
|
|
214,263
|
|
|
|
281,629
|
|
1992
|
|
|
688
|
|
|
|
84,712
|
|
|
|
107,448
|
|
|
|
24,028
|
|
|
|
308,246
|
|
|
|
390,977
|
|
1993
|
|
|
693
|
|
|
|
112,665
|
|
|
|
139,420
|
|
|
|
35,130
|
|
|
|
574,048
|
|
|
|
710,367
|
|
1994
|
|
|
699
|
|
|
|
151,217
|
|
|
|
191,730
|
|
|
|
36,862
|
|
|
|
776,257
|
|
|
|
984,223
|
|
1995
|
|
|
721
|
|
|
|
141,151
|
|
|
|
182,201
|
|
|
|
26,130
|
|
|
|
487,762
|
|
|
|
629,613
|
|
1996
|
|
|
760
|
|
|
|
117,370
|
|
|
|
139,031
|
|
|
|
26,571
|
|
|
|
486,834
|
|
|
|
576,680
|
|
1997
|
|
|
776
|
|
|
|
70,989
|
|
|
|
50,162
|
|
|
|
41,525
|
|
|
|
555,759
|
|
|
|
392,707
|
|
1998
|
|
|
748
|
|
|
|
137,799
|
|
|
|
114,091
|
|
|
|
97,716
|
|
|
|
660,429
|
|
|
|
546,803
|
|
1999
|
|
|
725
|
|
|
|
349,504
|
|
|
|
305,137
|
|
|
|
278,551
|
|
|
|
3,481,620
|
|
|
|
3,039,655
|
|
2000
|
|
|
704
|
|
|
|
188,042
|
|
|
|
149,275
|
|
|
|
306,163
|
|
|
|
2,602,211
|
|
|
|
2,065,739
|
|
2001
|
|
|
689
|
|
|
|
255,850
|
|
|
|
192,934
|
|
|
|
473,241
|
|
|
|
1,997,420
|
|
|
|
1,506,237
|
|
2002
|
|
|
683
|
|
|
|
258,681
|
|
|
|
215,496
|
|
|
|
857,245
|
|
|
|
3,041,598
|
|
|
|
2,533,815
|
|
2003
|
|
|
684
|
|
|
|
355,363
|
|
|
|
296,679
|
|
|
|
542,010
|
|
|
|
2,216,636
|
|
|
|
1,850,589
|
|
2004
|
|
|
683
|
|
|
|
412,588
|
|
|
|
395,275
|
|
|
|
372,895
|
|
|
|
2,232,109
|
|
|
|
2,138,445
|
|
2005
|
|
|
702
|
|
|
|
655,075
|
|
|
|
646,158
|
|
|
|
467,629
|
|
|
|
3,157,662
|
|
|
|
3,114,679
|
|
2006
|
|
|
731
|
|
|
|
704,588
|
|
|
|
757,948
|
|
|
|
279,096
|
|
|
|
3,435,180
|
|
|
|
3,695,331
|
|
2007
|
|
|
745
|
|
|
|
951,900
|
|
|
|
1,016,770
|
|
|
|
363,741
|
|
|
|
5,539,653
|
|
|
|
5,917,168
|
|
2008 (through June 23)
|
|
|
756
|
|
|
|
940,190
|
|
|
|
904,900
|
|
|
|
311,798
|
|
|
|
5,965,681
|
|
|
|
5,741,753
|
|
Source: The Korea Exchange
|
|
|
(1) |
|
Converted at the Concentration Base Rate of The Bank of Korea or
the Market Average Exchange Rate, as the case may be, at the end
of the periods indicated. |
The Korean securities markets are principally regulated by the
FSC , the Korean Securities and Exchange Act and the Korean
Securities and Futures Exchange Act. The Korean Securities and
Exchange Act was amended fundamentally numerous times in recent
years to broaden the scope and improve the effectiveness of
official supervision of the securities markets. As amended, the
Korean Securities and Exchange Act imposes restrictions on
insider trading and price manipulation, requires specified
information to be made available by listed companies to
60
investors and establishes rules regarding margin trading, proxy
solicitation, takeover bids, acquisition of treasury shares and
reporting requirements for shareholders holding substantial
interests. The Korean Securities and Futures Exchange Act
regulates the operation and monitoring of the securities and
futures markets.
Further
Opening of the Korean Securities Market
A stock index futures market was opened on May 3, 1996, a
stock index option market was opened on July 7, 1997, an
equity option market was opened on January 28, 2002 and an
equity futures market was opened on May 6, 2008, in each
case at the Korea Exchange. Remittance and repatriation of funds
in connection with foreign investment in stock index and equity
futures and options are subject to regulations similar to those
that govern remittance and repatriation in the context of
foreign investment in Korean stocks.
Starting from May 1, 1996, foreign investors were permitted
to invest in warrants representing the right to subscribe for
shares of a company listed on the Stock Market Division of the
Korea Exchange or the KOSDAQ Market Division of the Korea
Exchange, subject to certain investment limitations. A foreign
investor may not acquire such warrants with respect to shares of
a class of a company for which the ceiling on aggregate
investment by foreigners has been reached or exceeded.
As of December 30, 1997, foreign investors were permitted
to invest in all types of corporate bonds, bonds issued by
national or local governments and bonds issued in accordance
with certain special laws without being subject to any aggregate
or individual investment ceiling. The FSC sets forth procedural
requirements for such investments. The Government announced on
February 8, 1998 its plans for the liberalization of the
money market with respect to investment in money market
instruments by foreigners in 1998. According to the plan,
foreigners have been permitted to invest in money market
instruments issued by corporations, including commercial paper,
starting February 16, 1998 with no restrictions as to the
amount. Starting May 25, 1998, foreigners have been
permitted to invest in certificates of deposit and repurchase
agreements.
Currently, foreigners are permitted to invest in certain other
securities including shares of Korean companies which are not
listed on the Korea Exchange and in bonds which are not listed.
Protection
of Customers Interest in Case of Insolvency of Securities
Companies
Under Korean law, the relationship between a customer and a
securities company 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 securities company) through
such sell or buy order are regarded as belonging to the customer
in so far as the customer and the consignment agents
creditors are concerned. Therefore, in the event of a bankruptcy
or reorganization procedure involving a securities company, the
customer of the securities company is entitled to the proceeds
of the securities sold by the securities company.
When a customer places a sell order with a securities company
which is not a member of the Stock Market Division or the KOSDAQ
Market Division of the Korea Exchange and this securities
company places a sell order with another securities company
which is a member of the Stock Market Division or the KOSDAQ
Market Division of the Korea Exchange, 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.
Likewise, when a customer places a buy order with a non-member
company and the non-member company places a buy order with a
member company, the customer has the legal right to the
securities received by the non-member company from the member
company because the purchased securities are regarded as
belonging to the customer in so far as the customer and the
non-member companys creditors are concerned.
Under the Korean Securities and Exchange Act, the Korea Exchange
is obliged to indemnify any loss or damage incurred by a counter
party as a result of a breach by its members of the Stock Market
Division or the KOSDAQ Market Division. If a securities company
which is a member of the Stock Market Division or the KOSDAQ
Market Division breaches its obligation in connection with a buy
order, the Korea Exchange is obliged to pay the purchase price
on behalf of the breaching member. Accordingly, the customer can
acquire the securities that have been ordered to be purchased by
the breaching member.
61
As the cash deposited with a securities company is regarded as
belonging to the securities company, which is liable to return
the same at the request of its customer, the customer cannot
take back deposited cash from the securities company if a
bankruptcy or reorganization procedure is instituted against the
securities company and, therefore, can suffer from loss or
damage as a result. However, the Depositor Protection Act
provides that the Korea Deposit Insurance Corporation will, upon
the request of the investors, pay investors up to Won
50 million of cash deposited with a securities company in
case of the securities companys bankruptcy, liquidation,
cancellation of securities business license or other insolvency
events. Pursuant to the Korean Securities and Exchange Act, as
amended, securities companies are required to deposit the cash
received from its customers to the extent the amount is not
covered by the insurance with the Korea Securities Finance
Corporation, a special entity established pursuant to the Korean
Securities and Exchange Act. Set-off or attachment of cash
deposits by securities companies is prohibited. The premiums
related to this insurance are paid by securities companies.
|
|
Item 9.D.
|
Selling
Shareholders
|
Not applicable
Not applicable
|
|
Item 9.F.
|
Expenses
of the Issuer
|
Not applicable
|
|
Item 10.
|
Additional
Information
|
Currently, our authorized share capital is
200,000,000 shares, which consists of shares of common
stock, par value Won 5,000 per share (Common Shares)
and shares of non-voting stock, par value Won 5,000 per share
(Non-Voting Shares). Common Shares and Non-Voting
Shares together are referred to as Shares. Under our
articles of incorporation, we are authorized to issue Non-Voting
Shares up to the limit prescribed by applicable law, the
aggregate of which currently is one-half of our total issued and
outstanding capital stock. As of December 31, 2007,
87,186,835 Common Shares were issued, of which
9,430,749 shares were held by us in treasury and an
additional 2,215,885 shares were held by our treasury stock
fund. We have never issued any Non-Voting Shares. All of the
issued and outstanding Common Shares are fully-paid and
non-assessable and are in registered form. We issue share
certificates in denominations of 1, 3, 4, 5, 10, 50, 100, 500,
1,000 and 10,000 shares.
|
|
Item 10.B.
|
Memorandum
and Articles of Association
|
This section provides information relating to our capital stock,
including brief summaries of material provisions of our articles
of incorporation, the Korean Securities and Exchange Act, the
Commercial Code and related laws of Korea, 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 Korean
Securities and Exchange Act and the Commercial Code. We have
filed copies of our articles of incorporation and these laws as
exhibits to registration statements under the Securities Act or
the Securities Exchange Act previously filed by us.
Dividends
We distribute dividends to our shareholders in proportion to the
number of shares owned by each shareholder. The Common Shares
represented by the ADSs have the same dividend rights as other
outstanding Common Shares.
Holders of Non-Voting Shares are entitled to receive dividends
in priority to the holders of Common Shares in an amount not
less than 9% of the par value of the Non-Voting Shares as
determined by the board of directors at the time of their
issuance. If the amount available for dividends is less than the
aggregate amount of such minimum dividend, we do not have to
declare dividends on the Non-Voting Shares.
62
We may declare dividends annually at the annual general meeting
of shareholders which is held within three months after the end
of the fiscal year. We pay the annual dividend shortly after the
annual general meeting to the shareholders of record as of the
end of the preceding fiscal year. We may distribute the annual
dividend in cash or in Shares. However, a dividend of Shares
must be distributed at par value. If the market price of the
Shares is less than their par value, dividends in Shares may not
exceed one-half of the annual dividend. In addition, we may
declare, and distribute in cash, interim dividends pursuant to a
board resolution once a fiscal year. We have no obligation to
pay any annual dividend unclaimed for five years from the
payment date.
Under the Korean Commercial Code, we may pay an annual dividend
only to the extent the net asset amount in our balance sheets
exceeds the sum of the following: (i) our stated capital,
(ii) the total amount of our capital surplus reserve and
legal reserve accumulated up to the end of the relevant dividend
period, and (iii) the legal reserve to be set aside for
annual dividend. We may not pay an annual dividend unless we
have set aside as earned surplus reserve an amount equal to at
least 10% of the cash portion of the annual dividend or unless
we have accumulated earned surplus reserve of not less than
one-half of our stated capital. We may not use legal reserve to
pay cash dividends but may transfer amounts from legal reserve
to capital stock or use legal reserve to reduce an accumulated
deficit.
Distribution
of Free Shares
In addition to paying dividends in Shares out of our retained or
current earnings, we may also distribute to our shareholders an
amount transferred from our capital surplus or legal reserve to
our stated capital in the form of free shares. We must
distribute such free shares to all our shareholders in
proportion to their existing shareholdings.
Preemptive
Rights and Issuance of Additional Shares
We may issue authorized but unissued shares at the times and,
unless otherwise provided in the Commercial Code, on the terms
our board of directors may determine. All our shareholders are
generally entitled to subscribe for any newly issued Shares in
proportion to their existing shareholdings. We must offer new
Shares on uniform terms to all shareholders who have preemptive
rights and are listed on our shareholders register as of
the relevant record date. Under the Commercial Code, we may
vary, without shareholders approval, the terms of these
preemptive rights for different classes of shares. We must give
public notice of the preemptive rights regarding new Shares and
their transferability at least two weeks before the relevant
record date. Our board of directors may determine how to
distribute Shares for which preemptive rights have not been
exercised or where fractions of Shares occur.
Under our articles of incorporation, we may issue new Shares
pursuant to a board resolution to persons other than existing
shareholders, who in these circumstances will not have
preemptive rights, if the new Shares are:
|
|
|
|
|
offered publicly or to underwriters for underwriting pursuant to
the Korean Securities and Exchange Act;
|
|
|
|
issued to members of our employee stock ownership association
pursuant to the Korean Securities and Exchange Act;
|
|
|
|
represented by depositary receipts pursuant to the Korean
Securities and Exchange Act;
|
|
|
|
issued in a general public offering pursuant to a board
resolution in accordance with the Korean Securities and Exchange
Act, the amount of which is no more than 10% of the outstanding
Shares;
|
|
|
|
issued to our creditors pursuant to a debt-equity swap;
|
|
|
|
issued to domestic or foreign corporations pursuant to a joint
venture agreement, strategic coalition or technology inducement
agreement when deemed necessary for management purposes; or
|
|
|
|
issued to domestic or foreign financial institutions when
necessary for raising funds in emergency cases.
|
In addition, we may issue convertible bonds or bonds with
warrants, each up to an aggregate principal amount of Won
2,000 billion, to persons other than existing shareholders.
Members of our employee stock ownership association, whether or
not they are our shareholders, generally have a preemptive right
to subscribe for up to 20% of the Shares publicly offered
pursuant to the Korean Securities and Exchange Act. This right
is exercisable only to the extent that the total number of
Shares so acquired and held by
63
members of our employee stock ownership association does not
exceed 20% of the total number of Shares then issued. As of
December 31, 2007, our employees owned, through our
employee stock ownership association, approximately 0.7% of our
common stock in their association accounts and 3.43% 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. Subject to a board
resolution or court approval, we may hold an extraordinary
general meeting of shareholders:
|
|
|
|
|
as necessary;
|
|
|
|
at the request of holders of an aggregate of 3% or more of our
outstanding Shares;
|
|
|
|
at the request of shareholders holding an aggregate of 1.5% or
more of our outstanding Shares for at least six months; or
|
|
|
|
at the request of our audit committee.
|
Holders of Non-Voting Shares may request a general meeting of
shareholders only after the Non-Voting Shares become entitled to
vote or enfranchised, as described under
Voting Rights below.
We must give shareholders written notice setting out the date,
place and agenda of the meeting at least two weeks before the
date of the general meeting of shareholders. However, for
holders of 1% or less of the total number of issued and
outstanding voting Shares, we may give notice by placing at
least two public notices in at least two daily newspapers at
least two weeks in advance of the meeting. Currently, we 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 Shares, unless enfranchised, are not entitled to
receive notice of general meetings of shareholders, but may
attend such meetings.
Our general meetings of shareholders are held either in Pohang
or Seoul.
Voting
Rights
Holders of our Common Shares are entitled to one vote for each
Common Share, except that voting rights of Common Shares held by
us, or by a corporate shareholder that is more than 10% owned by
us either directly or indirectly, may not be exercised. The
Commercial Code and the Korean Securities and Exchange Act
permitted cumulative voting, under which voting method each
shareholder would have multiple voting rights corresponding to
the number of directors to be appointed in the voting and may
exercise all voting rights cumulatively to elect one director.
Our shareholders may adopt resolutions at a general meeting by
an affirmative majority vote of the voting Shares present or
represented at the meeting, where the affirmative votes also
represent at least one-fourth of our total voting Shares then
issued and outstanding. However, under the Commercial Code and
our articles of incorporation, the following matters, among
others, require approval by the holders of at least two-thirds
of the voting Shares present or represented at a meeting, where
the affirmative votes also represent at least one-third of our
total voting Shares then issued and outstanding:
|
|
|
|
|
amending our articles of incorporation;
|
|
|
|
removing a director;
|
|
|
|
effecting any dissolution, merger or consolidation of us;
|
|
|
|
transferring the whole or any significant part of our business;
|
|
|
|
effecting our acquisition of all of the business of any other
company;
|
|
|
|
issuing any new Shares at a price lower than their par value;
|
64
|
|
|
|
|
approving matters required to be approved at a general meeting
of shareholders, which have material effects on our assets, as
determined by the Board of Directors; or
|
|
|
|
reducing capital.
|
In general, holders of Non-Voting Shares are not entitled to
vote on any resolution or receive notice of any general meeting
of shareholders. However, in the case of amendments to our
articles of incorporation, or any merger or consolidation of us,
or in some other cases that affect the rights or interests of
the Non-Voting Shares, approval of the holders of Non-Voting
Shares is required. We may obtain the approval by a resolution
of holders of at least two-thirds of the Non-Voting Shares
present or represented at a class meeting of the holders of
Non-Voting Shares, where the affirmative votes also represent at
least one-third of our total issued and outstanding Non-Voting
Shares. In addition, the holders of Non-Voting Shares may be
entitled to vote during the period between the general meeting
of shareholders in which required preferred dividends are not
paid to such holders until the next general meeting of
shareholders at which the payment of such preferred dividends to
such holders is declared. The holders of enfranchised Non-Voting
Shares have the same rights as holders of Common Shares to
request, receive notice of, attend and vote at a general meeting
of shareholders.
Shareholders may exercise their voting rights by proxy. A
shareholder may give proxies only to another shareholder, except
that the Government may give proxies to a designated public
official and a corporate shareholder may give proxies to its
officers or employees.
Holders of ADRs exercise their voting rights through the ADR
depositary, an agent of which is the record holder of the
underlying Common Shares. Subject to the provisions of the
deposit agreement, ADR holders are entitled to instruct the ADR
depositary how to vote the Common Shares underlying their ADSs.
Rights of
Dissenting Shareholders
In some limited circumstances, including the transfer of the
whole or any significant part of our business and our merger or
consolidation with another company, dissenting shareholders have
the right to require us to purchase their Shares. To exercise
this right, shareholders, including holders of Non-Voting
Shares, must submit to us a written notice of their intention to
dissent before the general meeting of shareholders. Within
20 days after the relevant resolution is passed at a
meeting, the dissenting shareholders must request us in writing
to purchase their Shares. We are obligated to purchase the
Shares of dissenting shareholders within one month after the
expiration of 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 the adoption of the relevant resolution. However, the
FSC may adjust this price if we or holders of 30% or more of the
Shares we are obligated to purchase do not accept the purchase
price. Holders of ADSs will not be able to exercise
dissenters rights unless they have withdrawn the
underlying common stock and become our direct shareholders.
Register
of Shareholders and Record Dates
Our transfer agent, Kookmin Bank, maintains the register of our
shareholders at its office in Seoul, Korea. It registers
transfers of Shares on the register of shareholders on
presentation of the Share certificates.
The record date for annual dividends is December 31. For
the purpose of determining the shareholders entitled to annual
dividends, the register of shareholders may be closed for the
period from January 1 to January 31 of each year. Further, for
the purpose of determining the shareholders entitled to some
other rights pertaining to the Shares, we may, on at least two
weeks public notice, set a record 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.
65
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 Korean Securities and Exchange Act, we must file with
the FSC and the Korea Exchange (1) an annual business
report within 90 days after the end of our fiscal year,
(2) a half-year report within 45 days after the end of
the first six months of our fiscal year, and (3) quarterly
reports within 45 days after the end of the third month and
the ninth month of our fiscal year. Copies of these reports are
or will be available for public inspection at the FSC and the
Korea Exchange.
Transfer
of Shares
Under the Commercial Code, the transfer of Shares is effected by
delivery of share certificates. However, to assert
shareholders rights against us, the transferee must have
his name and address registered on our register of shareholders.
For this purpose, a shareholder is required to file his name,
address and seal with our transfer agent. A non-Korean
shareholder may file a specimen signature in place of a seal,
unless he is a citizen of a country with a sealing system
similar to that of Korea. In addition, a non-resident
shareholder must appoint an agent authorized to receive notices
on his behalf in Korea and file a mailing address in Korea. The
above requirements do not apply to the holders of ADSs.
Under current Korean regulations, Korean securities companies
and banks, including licensed branches of non-Korean securities
companies and banks, asset management companies, futures trading
companies and internationally recognized foreign custodians and
the Korea Securities Depository 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 not acquire our own Shares except in limited
circumstances, such as a reduction in capital. In addition, we
may acquire Shares through purchases on the Korea Exchange or
through a tender offer. In addition, we may acquire interests in
our own Shares through agreements with trust companies and asset
management companies. The aggregate purchase price for the
Shares may not exceed the total amount available for
distribution of dividends, subject to certain procedural
requirements.
Under the Commercial Code, except in the case of a reduction in
capital, we must resell or transfer any Shares acquired by us
from a third party within a reasonable time. In general,
corporate entities in which we own more than 50% equity interest
may not acquire our Shares. Under the Korean Securities and
Exchange Act, we are subject to certain selling restrictions for
the Shares acquired by us. In the case of a reduction in
capital, we must immediately cancel the Shares acquired by us.
Liquidation
Rights
In the event of our liquidation, after payment of all debts,
liquidation expenses and taxes, our remaining assets will be
distributed among shareholders in proportion to their
shareholdings. Holders of Non-Voting Shares have no preference
in liquidation.
|
|
Item 10.C.
|
Material
Contracts
|
None.
66
|
|
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 the
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
only to the extent specifically allowed by these laws. The FSC
has also adopted, pursuant to its authority under the Korean
Securities and Exchange Act, 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:
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if the Government deems it necessary on account of war, armed
conflict, natural disaster or grave and sudden and significant
changes in domestic or foreign economic circumstances or similar
events or circumstances, the Ministry of Strategy and Finance
may temporarily suspend performance under any or all foreign
exchange transactions, in whole or in part, to which the Foreign
Exchange Transaction Laws apply (including suspension of payment
and receipt of foreign exchange) or impose an obligation to
deposit, safe-keep or sell any means of payment to The Bank of
Korea or certain other governmental agencies or financial
institutions; and
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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 Korean Won, exchange rates or other
macroeconomic policies, the Ministry of Strategy and Finance may
take action to require any person who intends to effect a
capital transaction to obtain permission or to require any
person who effects a capital transaction to deposit a portion of
the means of payment acquired in such transactions with The Bank
of Korea or certain other governmental agencies or financial
institutions.
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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 Minister 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
Any person whose direct or beneficial ownership of shares,
whether in the form of shares or ADSs, certificates representing
the rights to subscribe for Shares and equity-related debt
securities including convertible bonds and bonds with warrants
(collectively, the Equity Securities) together with
the Equity Securities beneficially owned by certain related
persons or by any person acting in concert with the person
accounts for 5% or more of the total outstanding Equity
Securities is required to report the status and the purpose
(whether or not to exert an influence on management control over
the issuer) of the holdings to the FSC and the Korea Exchange
within five business days after reaching the 5% ownership
interest. In addition, any change in the purpose of holding such
ownership interest or a change in the ownership interest
subsequent to the report which equals or exceeds 1% of the total
outstanding Equity Securities is required to be reported to the
FSC and the Korea Exchange within five business days from the
date of the change.
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Violation of these reporting requirements may subject a person
to criminal sanctions such as fines or imprisonment and may
result in a loss of voting rights with respect to the ownership
of Equity Securities exceeding 5%. Furthermore, the FSC may
issue an order to dispose of non-reported Equity Securities.
In addition to the reporting requirements described above, any
person whose ownership of a companys shares accounts for
10% or more of the total issued and outstanding shares (a
major stockholder) must report the status of his or
her shareholding to the Korea Securities and Futures Commission
and the Korea Exchange within ten 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 Korea
Securities and Futures Commission and the Korea Exchange within
the 10th day of the month following the month in which the
change occurred. Violation of these reporting requirements may
subject a person to criminal sanctions such as fines or
imprisonment.
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 (the FSS) as described below. The
acquisition of the shares by a foreigner must be immediately
reported by the foreigner or his standing proxy in Korea to the
Governor of the FSS (the 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.
Restrictions
Applicable to Shares
Under the Foreign Exchange Transaction Laws and FSC regulations
(together, the Investment Rules), foreigners may
invest, with limited exceptions and subject to procedural
requirements, in all shares of Korean companies, whether listed
on the Stock Market Division of the Korea Exchange, unless
prohibited by specific laws. Foreign investors may trade shares
listed on the Stock Market Division of the Korea Exchange only
through the Stock Market Division of the Korea Exchange, except
in limited circumstances, including, among others:
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odd-lot trading of shares;
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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;
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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;
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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;
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shares acquired by direct investment as defined in the Foreign
Investment Promotion Law;
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disposal of shares pursuant to the exercise of appraisal rights
of dissenting shareholders;
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disposal of shares in connection with a tender offer;
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acquisition of shares by a foreign depositary in connection with
the issuance of depositary receipts;
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acquisition and disposal of shares through overseas stock
exchange market if such shares are simultaneously listed on the
Stock Market Division or the KOSDAQ Market Division of the Korea
Exchange and such overseas stock exchange; and
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arms length transactions between foreigners, if all of
such foreigners belong to the investment group managed by the
same person.
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For over-the-counter transactions of shares between foreigners
outside the Korea Exchange with respect to which the limit on
aggregate foreign ownership has been reached or exceeded, a
securities company licensed in Korea must act as an
intermediary. Odd-lot trading of shares outside the Korea
Exchange must involve a licensed securities company in Korea as
the other party. Foreign investors are prohibited from engaging
in margin transactions with respect to shares which are subject
to a foreign ownership limit.
The Investment Rules require a foreign investor who wishes to
invest in shares on the Korea Exchange (including Converted
Shares) to register its identity with the FSS prior to making
any such investment; however, the registration requirement does
not apply to foreign investors who acquire Converted Shares with
the intention of selling such Converted Shares within three
months from the date of acquisition of the Converted Shares.
Upon registration, the FSS will issue to the foreign investor an
investment registration card which must be presented each time
the foreign investor opens a brokerage account with a securities
company. 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 Minister 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 investors 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 investors 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 securities
company 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, securities
companies, including domestic branches of foreign securities
companies, asset management companies, futures trading companies
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,
securities companies, including domestic branches of foreign
securities companies, the Korea Securities Depository, asset
management companies, futures trading companies 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, 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
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Foreign Investment Promotion Law, which is, in general, subject
to the report to, and acceptance by, the Minister of Knowledge
Economy. The acquisition of shares of a Korean company by a
foreign investor may also be subject to certain foreign
shareholding restrictions in the event that the restrictions are
prescribed in each specific law which regulates the business of
the Korean company.
Under the Foreign Exchange Transaction Laws, a foreign investor
who intends to acquire shares must designate a foreign exchange
bank at which he must open a foreign currency account and a Won
account exclusively for stock investments. No approval is
required for remittance into Korea and deposit of foreign
currency funds in the foreign currency account. Foreign currency
funds may be transferred from the foreign currency account at
the time required to place a deposit for, or settle the purchase
price of, a stock purchase transaction to a Won account opened
in the name of a securities company. 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 investors
securities company or his Won Account. Funds in the
investors 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.
Securities companies and asset management companies are allowed
to open foreign currency accounts with foreign exchange banks
exclusively for accommodating foreign investors stock
investments in Korea. Through these accounts, these securities
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 a counterparty to
foreign investors, without the investors having to open their
own accounts with foreign exchange banks.
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 summary of Korean tax considerations applies to
you so long as you are not:
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a resident of Korea;
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a corporation with registered office or main office is located
in Korea or actual management of which takes place in
Korea; or
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engaged in a trade or business in Korea through a permanent
establishment or a fixed base to which the relevant income is
attributable or with which the relevant income is effectively
connected.
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Shares
or ADSs
Dividends
on the Shares of Common Stock or ADSs
We will deduct Korean withholding tax from dividends paid to you
at a rate of 27.5%. If you are a qualified resident in a country
that has entered into a tax treaty with Korea, you may qualify
for a reduced rate of Korean withholding tax. See the discussion
under Tax Treaties below for an
additional explanation on treaty benefits.
In order to obtain the benefits of a reduced withholding tax
rate under a tax treaty, you must submit to us, prior to the
dividend payment date, such evidence of tax residence as may be
required by the Korean tax authorities. Evidence of tax
residence may be submitted to us through the ADR depositary. If
we distribute to you free shares
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representing a transfer of certain capital reserves or asset
revaluation reserves into paid-in capital, that distribution may
be subject to Korean tax.
Taxation
of Capital Gains
As a general rule, capital gains earned by non-residents upon
the transfer of the Shares or ADSs would be subject to Korean
withholding tax at a rate equal to the lesser of (i) 11% of
the gross proceeds realized or (ii) 27.5% of the net
realized gain (subject to the production of satisfactory
evidence of the acquisition costs and certain direct transaction
costs arising out of the transfer of such Shares or ADSs),
unless such non-resident is exempt from Korean income taxation
under an applicable Korean tax treaty into which Korea has
entered with the non-residents country of tax residence.
See the discussion under Tax Treaties
below for an additional explanation on treaty benefits. Even if
you do not qualify for any exemption under a tax treaty, you
will not be subject to the foregoing withholding tax on capital
gains if you qualify for the relevant Korean domestic tax law
exemptions discussed in the following paragraphs.
With respect to shares of our common stock, you will not be
subject to Korean income taxation on capital gains realized upon
the transfer of such shares through the Korea Exchange if you
(i) have no permanent establishment in Korea and
(ii) did not own or have not owned (together with any
shares owned by any entity with which you have a certain special
relationship and possibly including the shares represented by
the ADSs) 25% or more of our total issued and outstanding shares
at any time during the calendar year in which the sale occurs
and during the five calendar years prior to the calendar year in
which the sale occurs.
Capital gains earned by you (regardless of whether you have a
permanent establishment in Korea) from the transfer of ADSs
outside Korea (except for the case where you transfer the ADSs
which you received as a holder of the relevant shares upon the
deposit of such shares) will be exempt from Korean income
taxation by virtue of the STTCL, provided that the issuance of
the ADSs is deemed to be an overseas issuance under the STTCL.
If you are subject to tax on capital gains with respect to the
sale of ADSs, or of shares of common stock which you acquired as
a result of a withdrawal, the purchaser or, in the case of the
sale of shares of common stock on the Korea Exchange or through
a licensed securities company in Korea, the licensed securities
company, is required to withhold Korean tax from the sales price
in an amount equal to 11% (including resident surtax) of the
gross realization proceeds and to make payment of these amounts
to the Korean tax authority, unless you establish your
entitlement to an exemption under an applicable tax treaty or
domestic tax law or produce satisfactory evidence of your
acquisition cost and transaction costs for the shares of common
stock or the ADSs. To obtain the benefit of an exemption from
tax pursuant to a tax treaty, you must submit to the purchaser
or the securities company, or through the ADR depositary, as the
case may be, prior to or at the time of payment, such evidence
of your tax residence as the Korean tax authorities may require
in support of your claim for treaty benefits. See the discussion
under Tax Treaties below for an
additional explanation on claiming treaty benefits.
Tax
Treaties
Korea has entered into a number of income tax treaties with
other countries (including the United States), which would
reduce or exempt Korean withholding tax on dividends on, and
capital gains on transfer of, shares of our common stock or
ADSs. For example, under the
Korea-United
States income tax treaty, reduced rates of Korean withholding
tax of 16.5% or 11.0% (respectively, including resident surtax,
depending on your shareholding ratio) on dividends and an
exemption from Korean withholding tax on capital gains are
available to residents of the United States that are beneficial
owners of the relevant dividend income or capital gains.
However, under Article 17 (Investment of Holding Companies)
of the
Korea-United
States income tax treaty, such reduced rates and exemption do
not apply if (i) you are a United States corporation,
(ii) by reason of any special measures, the tax imposed on
you by the United States with respect to such dividends or
capital gains is substantially less than the tax generally
imposed by the United States on corporate profits, and
(iii) 25% or more of your capital is held of record or is
otherwise determined, after consultation between competent
authorities of the United States and Korea, to be owned directly
or indirectly by one or more persons who are not individual
residents of the United States. Also, under Article 16
(Capital Gains) of the
Korea-United
States income tax treaty, the exemption on capital gains does
not apply if you are an individual, and (a) you maintain a
fixed base in Korea for a period or periods aggregating
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183 days or more during the taxable year and your ADSs or
shares of common stock giving rise to capital gains are
effectively connected with such fixed base or (b) you are
present in Korea for a period or periods of 183 days or
more during the taxable year.
You should inquire whether you are entitled to the benefit of an
income tax treaty with Korea. It is the responsibility of the
party claiming the benefits of an income tax treaty in respect
of dividend payments or capital gains to submit to us, the
purchaser or the securities company, as applicable, a
certificate as to his or her tax residence. In the absence of
sufficient proof, we, the purchaser or the securities company,
as applicable, must withhold tax at the normal rates. In
addition, in order for you to obtain the benefit of a tax
exemption on certain Korean source income (e.g., dividends and
capital gains) under an applicable tax treaty, Korean tax law
requires you (or your agent) to submit the application for tax
exemption along with a certificate of your tax residency issued
by a competent authority of your country of tax residence,
subject to certain exceptions. Such application should be
submitted to the relevant district tax office by the ninth day
of the month following the date of the first payment of such
income.
Inheritance
Tax and Gift Tax
If you die while holding an ADS or donate an ADS, it is unclear
whether, for Korean inheritance and gift tax purposes, you will
be treated as the owner of the shares of common stock underlying
the ADSs. If the tax authority interprets depositary receipts as
the underlying share certificates, you may be treated as the
owner of the shares of common stock and your heir or the donee
(or in certain circumstances, you as the donor) will be subject
to Korean inheritance or gift tax presently at the rate of 10%
to 50%; provided that the value of the ADSs or shares of common
stock is greater than a specified amount.
If you die while holding a share of common stock or donate a
share of common stock, your heir or donee (or in certain
circumstances, you as the donor) will be subject to Korean
inheritance or gift tax at the same rate as indicated above.
At present, Korea has not entered into any tax treaty relating
to inheritance or gift taxes.
Securities
Transaction Tax
If you transfer shares of common stock on the Korea Exchange,
you will be subject to securities transaction tax at the rate of
0.15% and an agriculture and fishery special surtax at the rate
of 0.15% of the sale price of the shares of common stock. If
your transfer of the shares of common stock is not made on the
Korea Exchange, subject to certain exceptions you will be
subject to securities transaction tax at the rate of 0.5% and
will not be subject to an agriculture and fishery special surtax.
Although it is not entirely clear whether depositary receipts
constitute share certificates subject to the securities
transaction tax, the transfer of share certificates listed on
the New York Stock Exchange, the Nasdaq National Market or other
qualified foreign exchanges is exempt from the securities
transaction tax under the Securities Transaction Tax Law.
Accordingly, once the ADSs are listed on the New York Stock
Exchange, your transfer of ADRs should not be subject to the
securities transaction tax irrespective of whether depositary
receipts constitute share certificates subject to the securities
transaction tax.
In principle, the securities transaction tax, if applicable,
must be paid by the transferor of the shares or rights. When the
transfer is effected through a securities settlement company,
such settlement company is generally required to withhold and
pay the tax to the tax authorities. When such transfer is made
through a securities company only, such securities company is
required to withhold and pay the tax. Where the transfer is
effected by a non-resident without a permanent establishment in
Korea, other than through a securities settlement company or a
securities company, the transferee is required to withhold the
securities transaction tax.
United
States Taxation
This summary describes the material U.S. federal income tax
consequences for a U.S. holder (as defined below) of owning
our shares of common stock or ADSs. This summary applies to you
only if you hold shares of
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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:
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a dealer in securities or currencies;
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a trader in securities that elects to use a mark-to-market
method of accounting for your securities holdings;
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a bank;
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a life insurance company;
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a tax-exempt organization;
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a person that holds shares of common stock or ADSs that are a
hedge or that are hedged against interest rate or currency risks;
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a person that holds shares of common stock or ADSs as part of a
straddle or conversion transaction for tax purposes;
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a person whose functional currency for tax purposes is not the
U.S. dollar; or
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a person that owns or is deemed to own 10% or more of any class
of our stock.
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This summary is based on laws, treaties and regulatory
interpretations in effect on the date hereof, all of which are
subject to change, possibly on a retroactive basis.
Please consult your own tax advisers concerning the
U.S. federal, state, local and other national tax
consequences of purchasing, owning and disposing of shares of
common stock or ADSs in your particular circumstances.
For purposes of this summary, you are a
U.S. holder if you are a beneficial owner of a
note, share of common stock or ADS that is:
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a citizen or resident of the United States;
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a U.S. domestic corporation; or
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subject to U.S. federal income tax on a net income basis
with respect to income from the note, share of common stock or
ADS.
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Shares
of Common Stock and ADSs
In general, if you hold ADSs, you will be treated as the holder
of the shares of common stock represented by those ADSs for
U.S. federal income tax purposes, and no gain or loss will
be recognized if you exchange an ADS for the shares of common
stock represented by that ADS.
Dividends
The gross amount of cash dividends that you receive (prior to
deduction of Korean taxes) generally will be subject to
U.S. federal income taxation as foreign source dividend
income. Dividends paid in Won will be included in your income in
a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date of your (or, in the case of
ADSs, the depositarys) receipt of the dividend, regardless
of whether the payment is in fact converted into
U.S. dollars. If such a dividend is converted into
U.S. 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 advisors regarding the treatment of any foreign
currency gain or loss on any Won received by a U.S. holders
that are converted into U.S. dollars on a date subsequent
to receipt.
Subject to certain exceptions for short-term and hedged
positions, the U.S. dollar amount of dividends received by
an individual prior to January 1, 2011 with respect to the
ADSs and common stock will be subject to taxation at a maximum
rate of 15% if the dividends are qualified
dividends. Dividends paid on the ADSs and common stock
will be treated as qualified dividends if (i) we are
eligible for the benefits of a comprehensive income tax treaty
with the United States that the Internal Revenue Service has
approved for the purposes of the qualified dividend rules and
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(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 (the Treaty) has been approved for the
purposes of the qualified dividend rules. Based on our audited
financial statements and relevant market and shareholder data,
we believe that we were not treated as a PFIC for
U.S. federal income tax purposes with respect to our 2006
or 2007 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 2008 taxable year. You should
consult your own tax advisers regarding the availability of the
reduced dividend tax rate in the light of your own particular
circumstances.
Distributions of additional shares in respect of shares of
common stock or ADSs that are made as part of a pro-rata
distribution to all of our shareholders generally will not be
subject to U.S. federal income tax.
Sales and
Other Dispositions
For U.S. federal income tax purposes, gain or loss that you
realize on the sale or other disposition of shares of common
stock or ADSs will be capital gain or loss, and will be
long-term capital gain or loss if the shares of common stock or
ADSs were held for more than one year. Your ability to offset
capital losses against ordinary income is limited. Long-term
capital gain recognized by an individual U.S. holder
generally is subject to taxation at a reduced rate.
Foreign
Tax Credit Considerations
You should consult your own tax advisers to determine whether
you are subject to any special rules that limit your ability to
make effective use of foreign tax credits, including the
possible adverse impact of failing to take advantage of benefits
under the income tax treaty between the United States and Korea.
If no such rules apply, you generally may claim a credit, up to
any applicable reduced rates provided under the Treaty, against
your U.S. federal income tax liability for Korean taxes
withheld from dividends on shares of common stock or ADSs, so
long as you have owned the shares of common stock or ADSs (and
not entered into specified kinds of hedging transactions) for at
least 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, subject to generally applicable
limitations under U.S. tax law. 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 involve the application of complex
rules that depend on a U.S. holders 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
74
Association Dividends for a discussion of the
process by which dividends are paid on shares of our common
stock. See Item 12. Description of Securities Other
than Equity Securities Dividends, Other
Distributions and Rights for a discussion of the process
by which dividends are paid on our ADSs. 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 SECs 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 value of our equity investments. Following evaluation of
these positions, we selectively enter into derivative financial
instruments to manage the related risk exposures. These
contracts are entered into with major financial institutions,
which minimizes the risk of credit loss. The activities of our
finance division are subject to policies approved by our senior
management. These policies address the use of derivative
financial instruments, including the approval of counterparties,
setting of limits and investment of excess liquidity. Our
general policy is to hold or issue derivative financial
instruments for hedging purposes. From time to time, we may also
enter into derivative financial contracts for trading purposes.
Exchange
Rate Risk
Korea is our most important market and, therefore, a substantial
portion of our cash flow is denominated in Won. Most of our
exports are denominated in Dollars. Japan is also an important
market for us, and we derive significant cash flow denominated
in Yen. We are exposed to foreign exchange risk related to
foreign currency denominated liabilities and anticipated foreign
exchange payments. Anticipated foreign exchange payments, which
represent a substantial sum and are mostly denominated in
Dollars, relate primarily to imported raw material costs and
freight costs. Foreign currency denominated liabilities relate
primarily to foreign currency denominated debt. We use, to a
limited extent, cross-currency interest rate swaps to reduce our
exchange rate exposure with respect to foreign currency
denominated debt. Under cross-currency interest rate swaps, we
typically agree with the other parties to exchange, at the
maturity date, a fixed amount denominated in one currency with a
fixed amount denominated in another currency. Until the maturity
date, we agree to exchange interest payments, at specified
intervals, calculated based on different interest rates for each
currency. We also use, to a limited extent, currency forward
contracts to purchase Dollars to reduce our exchange rate
exposure. Under currency forward contracts, we typically agree
with the other parties to exchange, at the maturity date, a
fixed amount denominated in Dollars with an amount denominated
in Yen or Won at a fixed exchange rate.
As of December 31, 2007, we had entered into swap
contracts, currency forward contracts and currency future
contracts. We may incur losses under our existing contracts or
any swap or other derivative product transactions entered into
in the future. See Note 22 of Notes to Consolidated
Financial Statements.
75
Interest
Rate Risk
We are also subject to market risk exposure arising from
changing interest rates. A reduction of interest rates increases
the fair value of our debt portfolio, which is primarily of a
fixed interest nature. From time to time, we use, to a limited
extent, interest rate swaps to reduce interest rate volatility
on some of our debt and manage our interest expense by achieving
a balanced mixture of floating and fixed rate debt. As of
December 31, 2007, we did not have any outstanding interest
rate swap contract.
The following table summarizes the carrying amounts, fair
values, principal cash flows by maturity date and weighted
average interest rates of our short-term and long-term
liabilities as of December 31, 2007 which are sensitive to
exchange rates
and/or
interest rates. The information is presented in Won, which is
our reporting currency.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
2008
|
|
|
2009
|
|
|
2010
|
|
|
2011
|
|
|
2012
|
|
|
Thereafter
|
|
|
Total
|
|
|
Fair Value
|
|
|
Total
|
|
|
Fair Value
|
|
|
|
(In billions of won except rates)
|
|
|
Local currency:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
281
|
|
|
|
335
|
|
|
|
112
|
|
|
|
1,006
|
|
|
|
517
|
|
|
|
34
|
|
|
|
2,285
|
|
|
|
2,276
|
|
|
|
1,652
|
|
|
|
1,641
|
|
Average weighted rate(1)
|
|
|
4.32
|
%
|
|
|
4.67
|
%
|
|
|
4.77
|
%
|
|
|
4.92
|
%
|
|
|
4.92
|
%
|
|
|
3.85
|
%
|
|
|
4.78
|
%
|
|
|
|
|
|
|
4.68
|
%
|
|
|
|
|
Variable rate
|
|
|
|
|
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|
45
|
|
|
|
|
|
|
|
47
|
|
|
|
47
|
|
|
|
5
|
|
|
|
5
|
|
Average weighted rate(1)
|
|
|
|
|
|
|
6.12
|
%
|
|
|
|
|
|
|
|
|
|
|
3.75
|
%
|
|
|
|
|
|
|
3.85
|
%
|
|
|
|
|
|
|
5.31
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
281
|
|
|
|
337
|
|
|
|
112
|
|
|
|
1,006
|
|
|
|
562
|
|
|
|
34
|
|
|
|
2,332
|
|
|
|
2,323
|
|
|
|
1,657
|
|
|
|
1,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency, principally Dollars and Yen:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
1,728
|
|
|
|
322
|
|
|
|
119
|
|
|
|
6
|
|
|
|
7
|
|
|
|
698
|
|
|
|
2,880
|
|
|
|
2,952
|
|
|
|
2,697
|
|
|
|
2,754
|
|
Average weighted rate(1)
|
|
|
3.30
|
%
|
|
|
5.63
|
%
|
|
|
7.07
|
%
|
|
|
0.90
|
%
|
|
|
2.04
|
%
|
|
|
3.60
|
%
|
|
|
3.78
|
%
|
|
|
|
|
|
|
3.27
|
%
|
|
|
|
|
Variable rate
|
|
|
47
|
|
|
|
32
|
|
|
|
84
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
163
|
|
|
|
163
|
|
|
|
28
|
|
|
|
28
|
|
Average weighted rate(1)
|
|
|
5.18
|
%
|
|
|
5.22
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.04
|
%
|
|
|
|
|
|
|
6.17
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub-total
|
|
|
1,775
|
|
|
|
354
|
|
|
|
203
|
|
|
|
6
|
|
|
|
7
|
|
|
|
698
|
|
|
|
3,043
|
|
|
|
3,115
|
|
|
|
2,725
|
|
|
|
2,782
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,056
|
|
|
|
691
|
|
|
|
315
|
|
|
|
1,012
|
|
|
|
569
|
|
|
|
732
|
|
|
|
5,375
|
|
|
|
5,438
|
|
|
|
4,382
|
|
|
|
4,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Weighted average rates of the portfolio at the period end. |
Commodity
Price Risk
We are exposed to market risk of price fluctuations related to
the purchase of raw materials, especially iron ore and coal. To
ensure adequate supply of raw materials, we enter into long-term
supply contracts to purchase iron ore, coal, nickel, chrome,
stainless steel scrap and liquefied natural gas. These contracts
generally have terms of three to ten years and provide for
periodic price adjustments to then-market prices. As of
December 31, 2007, 414 million tons of iron ore and
83 million tons of coal remained to be purchased under
long-term supply contracts. As of December 31, 2007, we had
entered into one zinc futures contract, which recorded net
transaction loss of Won 2 billion in 2007.
Equity
Price Risk
We are exposed to equity price risk primarily from changes in
the stock price of SK Telecom and Nippon Steel Corporation. As
of December 31, 2007, we hold a 2.88% interest in SK
Telecom (excluding shares placed as collateral for exchangeable
bonds issued in August 2003) and a 3.50% interest in Nippon
Steel Corporation. We have not entered into any derivative
instruments or any other arrangements to manage our equity price
risks.
|
|
Item 12.
|
Description
of Securities Other than Equity Securities
|
Not applicable
76
|
|
Item 12.A.
|
Debt
Securities
|
Not applicable
|
|
Item 12.B.
|
Warrants
and Rights
|
Not applicable
|
|
Item 12.C.
|
Other
Securities
|
Not applicable
|
|
Item 12.D.
|
American
Depositary Shares
|
Not applicable
PART II
|
|
Item 13.
|
Defaults,
Dividend Arrearages and Delinquencies
|
Not applicable
|
|
Item 14.
|
Material
Modifications to the Rights of Security Holders and Use of
Proceeds
|
Not applicable
|
|
Item 15.
|
Controls
and Procedures
|
|
|
a.
|
Disclosure
Controls and Procedures
|
Our management has evaluated, with the participation of our
Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures, as such
term is defined in
Rules 13a-15(e)
and
15d-15(e)
under the Exchange Act, as of December 31, 2007. There are
inherent limitations to the effectiveness of any system of
disclosure controls and procedures, including the possibility of
human error and the circumvention or overriding of the controls
and procedures. Accordingly, even effective disclosure controls
and procedures can only provide reasonable assurance of
achieving their control objectives. Based upon our evaluation,
our Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this report.
Our disclosure controls and procedures are designed to ensure
that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Commissions 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.
|
Managements
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
77
(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, 2007 based on criteria in Internal
Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, management
concluded that our internal control over financial reporting was
effective as of December 31, 2007.
Samil PricewaterhouseCoopers, an independent registered public
accounting firm, which also audited our consolidated financial
statements as of, and for the year ended December 31, 2007,
as stated in their report which is included herein, has issued
an attestation report on the effectiveness of our internal
control over financial reporting.
|
|
c.
|
Attestation
Report of the Independent Registered Public Accounting
Firm
|
The attestation report of our independent registered public
accounting firm on the effectiveness of our internal control
over financial reporting is furnished 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.
|
|
Item 16A.
|
Audit
Committee Financial Expert
|
At our annual general meeting of shareholders in February 2008,
our shareholders elected the following four members to the audit
committee: Suh, Yoon-Suk (committee chair), Jones, Jeffrey D.,
Sun, Wook and Park,
Sang-Yong.
The board of directors has approved this newly elected audit
committee. Suh, Yoon-Suk is an audit committee financial expert
and further determined that he is independent within the meaning
of applicable SEC rules.
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.
78
|
|
Item 16C.
|
Principal
Accountant Fees and Services
|
Audit and
Non-Audit Fees
The following table sets forth the fees billed to us by our
independent auditors, Samil Pricewaterhouse Coopers, during the
fiscal years ended December 31, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2006
|
|
|
2007
|
|
|
|
(In millions of won)
|
|
|
Audit fees
|
|
W
|
1,485
|
|
|
W
|
1,791
|
|
Audit-related fees
|
|
|
141
|
|
|
|
0
|
|
Tax fees
|
|
|
104
|
|
|
|
139
|
|
Other fees
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
W
|
1,730
|
|
|
W
|
1,944
|
|
|
|
|
|
|
|
|
|
|
Audit fees in the above table are the aggregate fees billed by
Samil PricewaterhouseCoopers, the Korean member firm of
PricewaterhouseCoopers, in connection with the audit of our
annual financial statements and the annual financial statements
of POSCO E&C, POSCO Specialty Steel Co., Ltd., POSCO
Australia Pty. Ltd., POSCO Canada Ltd., POS-NP Pty. Ltd,
POSCO-Vietnam Co., Ltd. and POSCO-Mexico S.A De C.V. and review
of interim financial statements. PricewaterhouseCoopers refers
to the network of member firms of PricewaterhouseCoopers
International Limited, each of which is a separate and
independent legal entity.
Audit-related fees in the above table are the aggregate fees
billed by Samil PricewaterhouseCoopers for due diligence service
related to an acquisition project, accounting advisory service
on consolidation and general consultation on financial
accounting and reporting standards.
Tax fees in the above table are fees billed by Samil
PricewaterhouseCoopers for our tax compliance and tax planning,
as well as tax planning and preparation of Canadian tax returns
for POSCO Canada Ltd.
Other fees in the above table are fees billed by Samil
PricewaterhouseCoopers primarily related to review of financial
information on potential investment projects.
Audit
Committee Pre-Approval Policies and Procedures
Our audit committee has not established pre-approval policies
and procedures for the engagement of our independent auditors
for services. Our audit committee expressly approves on 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
79
|
|
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, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Maximum Number of
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
Shares that May Yet
|
|
|
|
Total Number of
|
|
|
Average Price Paid
|
|
|
Part of Publicly
|
|
|
Be Purchased Under
|
|
Period
|
|
Shares Purchased
|
|
|
per Share
|
|
|
Announced Plans
|
|
|
the Plans
|
|
|
|
|
|
|
(In won)
|
|
|
|
|
|
|
|
|
January 1 to January 31
|
|
|
30,000
|
(1)
|
|
W
|
289,845
|
|
|
|
|
|
|
|
|
|
February 1 to February 29
|
|
|
803,666
|
|
|
|
365,909
|
|
|
|
803,666
|
|
|
|
1,811,939
|
|
March 1 to March 31
|
|
|
1,240,578
|
|
|
|
373,941
|
|
|
|
1,240,578
|
|
|
|
571,361
|
|
April 1 to April 30
|
|
|
571,361
|
|
|
|
386,256
|
|
|
|
571,361
|
|
|
|
|
|
May 1 to May 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1 to June 30
|
|
|
2,911
|
(1)
|
|
|
458,594
|
|
|
|
|
|
|
|
|
|
July 1 to July 31
|
|
|
40,919
|
(1)
|
|
|
516,255
|
|
|
|
|
|
|
|
|
|
August 1 to August 31
|
|
|
220,255
|
(1)
|
|
|
491,601
|
|
|
|
|
|
|
|
|
|
September 1 to September 30
|
|
|
20,374
|
(1)
|
|
|
624,274
|
|
|
|
|
|
|
|
|
|
October 1 to October 31
|
|
|
22,000
|
(1)
|
|
|
635,220
|
|
|
|
|
|
|
|
|
|
November 1 to November 30
|
|
|
103,702
|
(1)
|
|
|
573,989
|
|
|
|
|
|
|
|
|
|
December 1 to December 31
|
|
|
76,297
|
(1)
|
|
|
582,364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
3,132,063
|
|
|
W
|
398,697
|
|
|
|
2,615,605
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Stocks purchased through the treasury stock fund that was
partially funded by the sale of 872,000 treasury shares to
Hyundai Mipo Dockyard Co., Ltd. |
80
PART III
|
|
Item 17.
|
Financial
Statements
|
Not applicable
|
|
Item 18.
|
Financial
Statements
|
|
|
|
|
|
|
|
Page
|
|
|
|
|
F-1
|
|
|
|
|
F-3
|
|
|
|
|
F-5
|
|
|
|
|
F-6
|
|
|
|
|
F-10
|
|
|
|
|
F-12
|
|
81
|
|
|
|
|
|
|
|
1
|
.1
|
|
|
|
Articles of incorporation of POSCO (English translation)
(incorporated by reference to Exhibit 1.1 to the
Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2006)*
|
|
2
|
.1
|
|
|
|
Form of Common Stock Certificate (including English translation)
(incorporated by reference to Exhibit 4.3 to the
Registrants Registration Statement
No. 33-81554)*
|
|
2
|
.2
|
|
|
|
Form of Deposit Agreement (including Form of American Depositary
Receipts) (incorporated by reference to the Registrants
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 Registrants Registration Statement (File
No. 33-84318)
on
Form F-6)*
|
|
7
|
.1
|
|
|
|
Computation of ratio of earnings to fixed charges
|
|
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
|
|
15
|
.1
|
|
|
|
Consent of Samil PricewaterhouseCoopers, the Korean member firm
of PricewaterhouseCoopers
|
82
Report of
Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
POSCO:
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of income, changes in
shareholders equity and cash flows present fairly, in all
material respects, the financial position of POSCO and its
subsidiaries (the Company) at December 31, 2007
and 2006, and the results of their operations and their cash
flows for each of the three years in the period ended
December 31, 2007 in conformity with accounting principles
generally accepted in the Republic of Korea. Also in our
opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of
December 31, 2007, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible
for these financial statements, for maintaining effective
internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial
reporting, included in Managements Annual Report on
Internal Control over Financial Reporting appearing under
Item 15(b) of the Companys 2007 Annual Report on
Form 20-F.
Our responsibility is to express opinions on these financial
statements and on the Companys internal control over
financial reporting based on our audits (which were integrated
audits in 2007 and 2006). 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 audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and
whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. Our audit of internal
control over financial reporting included obtaining an
understanding of internal control over financial reporting,
assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Accounting principles generally accepted in the Republic of
Korea vary in certain significant respects from accounting
principles generally accepted in the United States of America.
Information relating to the nature and effect of such
differences is presented in Note 35 to the consolidated
financial statements.
A companys 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 companys
internal control over financial reporting includes those
policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (ii) 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 (iii) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Samil
PricewaterhouseCoopers is the Korean member firm of
PricewaterhouseCoopers. PricewaterhouseCoopers refers to the
network of member firms of PricewaterhouseCoopers International
Limited, each of which is a separate and independent legal
entity.
F-1
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.
Seoul, Republic of Korea
June 10, 2008
F-2
POSCO and
Subsidiaries
December 31,
2007 and 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
ASSETS
|
Current assets
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, net of government grants
(Notes 3, 28 and 31)
|
|
W
|
1,292,581
|
|
|
W
|
936,289
|
|
|
$
|
1,381,258
|
|
Short-term financial instruments (Notes 3, 13 and 28)
|
|
|
1,743,079
|
|
|
|
867,310
|
|
|
|
1,862,662
|
|
Trading securities (Note 4)
|
|
|
1,286,939
|
|
|
|
2,000,647
|
|
|
|
1,375,229
|
|
Current portion of available-for-sales securities (Note 7)
|
|
|
32,113
|
|
|
|
13,375
|
|
|
|
34,316
|
|
Current portion of held-to-maturity securities (Note 7)
|
|
|
192,393
|
|
|
|
153,476
|
|
|
|
205,592
|
|
Trade accounts and notes receivable, net of allowance for
doubtful accounts and present value discount (Notes 5, 13,
28 and 29)
|
|
|
4,035,602
|
|
|
|
3,491,660
|
|
|
|
4,312,462
|
|
Other accounts and notes receivable, net of allowance for
doubtful accounts and present value discount (Notes 5, 28
and 29)
|
|
|
214,956
|
|
|
|
246,805
|
|
|
|
229,702
|
|
Inventories, net (Notes 6, 13 and 30)
|
|
|
4,902,016
|
|
|
|
4,018,205
|
|
|
|
5,238,316
|
|
Deferred income tax assets (Note 25)
|
|
|
101,982
|
|
|
|
118,073
|
|
|
|
108,978
|
|
Other current assets, net of allowance for doubtful accounts
(Note 11)
|
|
|
591,872
|
|
|
|
391,113
|
|
|
|
632,478
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
14,393,533
|
|
|
|
12,236,953
|
|
|
|
15,380,993
|
|
Property, plant and equipment, net (Notes 8, 13 and 30)
|
|
|
15,581,765
|
|
|
|
14,643,120
|
|
|
|
16,650,743
|
|
Investment securities (Notes 7, 13 and 28)
|
|
|
5,178,723
|
|
|
|
3,165,055
|
|
|
|
5,534,006
|
|
Intangible assets, net (Notes 9 and 30)
|
|
|
570,779
|
|
|
|
557,082
|
|
|
|
609,937
|
|
Long-term loans receivable, net of allowance for doubtful
accounts and present value discount (Notes 5, 28 and 29)
|
|
|
40,474
|
|
|
|
62,295
|
|
|
|
43,251
|
|
Long-term trade accounts and notes receivable, net of allowance
for doubtful accounts and present value discount (Notes 5
and 28)
|
|
|
39,919
|
|
|
|
44,347
|
|
|
|
42,657
|
|
Deferred income tax assets (Note 25)
|
|
|
279,903
|
|
|
|
266,866
|
|
|
|
299,105
|
|
Guarantee deposits (Note 28)
|
|
|
57,485
|
|
|
|
60,368
|
|
|
|
61,428
|
|
Long-term financial instruments (Notes 3, 13 and 28)
|
|
|
17,065
|
|
|
|
12,339
|
|
|
|
18,236
|
|
Other long-term assets, net of allowance for doubtful accounts
and present value discount (Note 11)
|
|
|
115,117
|
|
|
|
100,648
|
|
|
|
123,016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
W
|
36,274,763
|
|
|
W
|
31,149,073
|
|
|
$
|
38,763,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-3
POSCO and
Subsidiaries
Consolidated
Balance Sheets (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts and notes payable (Notes 28 and 29)
|
|
W
|
2,246,890
|
|
|
W
|
1,507,227
|
|
|
$
|
2,401,036
|
|
Short-term borrowings (Notes 12, 28 and 29)
|
|
|
1,572,020
|
|
|
|
1,238,749
|
|
|
|
1,679,868
|
|
Current portion of long-term debts, net of discount on
debentures issued (Notes 13 and 28)
|
|
|
483,402
|
|
|
|
404,412
|
|
|
|
516,565
|
|
Accrued expenses (Note 28)
|
|
|
172,971
|
|
|
|
221,936
|
|
|
|
184,838
|
|
Other accounts and notes payable (Notes 28 and 29)
|
|
|
502,665
|
|
|
|
290,867
|
|
|
|
537,150
|
|
Withholdings (Note 28)
|
|
|
133,495
|
|
|
|
133,131
|
|
|
|
142,653
|
|
Income tax payable
|
|
|
930,822
|
|
|
|
701,037
|
|
|
|
994,681
|
|
Deferred income tax liabilities (Note 25)
|
|
|
120,992
|
|
|
|
77,541
|
|
|
|
129,292
|
|
Other current liabilities (Note 15)
|
|
|
461,358
|
|
|
|
507,395
|
|
|
|
493,010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
6,624,615
|
|
|
|
5,082,295
|
|
|
|
7,079,093
|
|
Long-term debts, net of current portion and discount on
debentures issued (Notes 13, 28 and 29)
|
|
|
3,306,486
|
|
|
|
2,725,502
|
|
|
|
3,533,326
|
|
Accrued severance benefits, net (Note 14)
|
|
|
336,095
|
|
|
|
331,006
|
|
|
|
359,152
|
|
Deferred income tax liabilities (Note 25)
|
|
|
654,969
|
|
|
|
460,342
|
|
|
|
699,903
|
|
Other long-term liabilities (Notes 15 and 21)
|
|
|
234,858
|
|
|
|
148,186
|
|
|
|
250,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
11,157,023
|
|
|
|
8,747,331
|
|
|
|
11,922,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies (Note 16)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock (Notes 1 and 17)
|
|
|
482,403
|
|
|
|
482,403
|
|
|
|
515,498
|
|
Capital surplus (Note 18)
|
|
|
4,176,592
|
|
|
|
4,035,273
|
|
|
|
4,463,125
|
|
Capital adjustments, net (Note 20)
|
|
|
(2,727,147
|
)
|
|
|
(1,678,229
|
)
|
|
|
(2,914,242
|
)
|
Accumulated other comprehensive income (Notes 22
and 27)
|
|
|
784,933
|
|
|
|
209,754
|
|
|
|
838,783
|
|
Retained earnings (Note 19)
|
|
|
21,767,302
|
|
|
|
18,863,333
|
|
|
|
23,260,635
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,484,083
|
|
|
|
21,912,534
|
|
|
|
26,163,799
|
|
Minority interest
|
|
|
633,657
|
|
|
|
489,208
|
|
|
|
677,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
25,117,740
|
|
|
|
22,401,742
|
|
|
|
26,840,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity
|
|
W
|
36,274,763
|
|
|
W
|
31,149,073
|
|
|
$
|
38,763,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-4
POSCO and
Subsidiaries
Years
Ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar,
|
|
|
|
except per share amounts)
|
|
|
Sales (Notes 29 and 30)
|
|
W
|
31,607,741
|
|
|
W
|
25,842,326
|
|
|
W
|
26,301,788
|
|
|
$
|
33,776,172
|
|
Cost of goods sold (Note 29)
|
|
|
24,902,663
|
|
|
|
19,896,764
|
|
|
|
18,767,195
|
|
|
|
26,611,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
6,705,078
|
|
|
|
5,945,562
|
|
|
|
7,534,593
|
|
|
|
7,165,077
|
|
Selling and administrative expenses (Notes 23, 32
and 33)
|
|
|
1,785,217
|
|
|
|
1,556,415
|
|
|
|
1,451,317
|
|
|
|
1,907,691
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,919,861
|
|
|
|
4,389,147
|
|
|
|
6,083,276
|
|
|
|
5,257,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income (Note 29)
|
|
|
234,841
|
|
|
|
182,832
|
|
|
|
161,135
|
|
|
|
250,952
|
|
Gain on foreign currency transactions
|
|
|
158,346
|
|
|
|
156,722
|
|
|
|
114,615
|
|
|
|
169,209
|
|
Gain on foreign currency translation
|
|
|
19,179
|
|
|
|
84,269
|
|
|
|
148,857
|
|
|
|
20,495
|
|
Gain on valuation of trading securities
|
|
|
16,039
|
|
|
|
19,467
|
|
|
|
15,357
|
|
|
|
17,139
|
|
Gain on disposal of trading securities
|
|
|
57,236
|
|
|
|
67,284
|
|
|
|
59,436
|
|
|
|
61,163
|
|
Gain on disposal of property, plant and equipment
|
|
|
15,182
|
|
|
|
19,144
|
|
|
|
24,225
|
|
|
|
16,223
|
|
Gain on valuation of derivatives (Note 22)
|
|
|
12,741
|
|
|
|
1,857
|
|
|
|
1,671
|
|
|
|
13,615
|
|
Gain on derivative transactions (Note 22)
|
|
|
17,689
|
|
|
|
15,477
|
|
|
|
3,857
|
|
|
|
18,903
|
|
Earnings of equity method investees (Note 7)
|
|
|
71,563
|
|
|
|
47,147
|
|
|
|
26,095
|
|
|
|
76,472
|
|
Gain on recovery of allowance for doubtful accounts
|
|
|
41,124
|
|
|
|
13,776
|
|
|
|
18,591
|
|
|
|
43,945
|
|
Others
|
|
|
174,567
|
|
|
|
141,248
|
|
|
|
213,827
|
|
|
|
186,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
818,507
|
|
|
|
749,223
|
|
|
|
787,666
|
|
|
|
874,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense (Note 29)
|
|
|
239,913
|
|
|
|
183,290
|
|
|
|
149,337
|
|
|
|
256,373
|
|
Other bad debt expense
|
|
|
16,335
|
|
|
|
70,370
|
|
|
|
30,146
|
|
|
|
17,455
|
|
Loss on foreign currency transactions
|
|
|
130,679
|
|
|
|
137,567
|
|
|
|
95,646
|
|
|
|
139,644
|
|
Loss on foreign currency translation
|
|
|
65,432
|
|
|
|
4,855
|
|
|
|
9,091
|
|
|
|
69,921
|
|
Losses of equity method investees (Note 7)
|
|
|
28,929
|
|
|
|
722
|
|
|
|
6,371
|
|
|
|
30,913
|
|
Donations (Note 24)
|
|
|
197,366
|
|
|
|
154,678
|
|
|
|
153,018
|
|
|
|
210,906
|
|
Loss on disposal of property, plant and equipment
|
|
|
43,544
|
|
|
|
54,179
|
|
|
|
42,815
|
|
|
|
46,531
|
|
Loss on valuation of derivatives (Note 22)
|
|
|
3,617
|
|
|
|
820
|
|
|
|
21,393
|
|
|
|
3,865
|
|
Loss on derivative transactions (Note 22)
|
|
|
6,312
|
|
|
|
40,363
|
|
|
|
9,000
|
|
|
|
6,746
|
|
Loss on impairment of investments
|
|
|
11,542
|
|
|
|
2,088
|
|
|
|
11,846
|
|
|
|
12,334
|
|
Others
|
|
|
95,768
|
|
|
|
204,847
|
|
|
|
854,090
|
|
|
|
102,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
839,437
|
|
|
|
853,779
|
|
|
|
1,382,753
|
|
|
|
897,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income tax expense
|
|
|
4,898,931
|
|
|
|
4,284,591
|
|
|
|
5,488,189
|
|
|
|
5,235,020
|
|
Income tax expense (Note 25)
|
|
|
(1,274,226
|
)
|
|
|
(921,951
|
)
|
|
|
(1,473,589
|
)
|
|
|
(1,361,644
|
)
|
Net income (loss) of consolidated subsidiaries before acquisition
|
|
|
(53,259
|
)
|
|
|
9,558
|
|
|
|
7,607
|
|
|
|
(56,913
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
W
|
3,677,964
|
|
|
W
|
3,353,082
|
|
|
W
|
4,006,993
|
|
|
$
|
3,930,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to controlling interest
|
|
W
|
3,558,660
|
|
|
W
|
3,314,181
|
|
|
W
|
4,022,492
|
|
|
$
|
3,802,800
|
|
Net income attributable to minority interest
|
|
W
|
119,304
|
|
|
W
|
38,901
|
|
|
W
|
(15,499
|
)
|
|
$
|
127,489
|
|
Basic and diluted earnings per share (Note 26) (in Korean
won and US dollar)
|
|
W
|
46,854
|
|
|
W
|
42,115
|
|
|
W
|
50,790
|
|
|
$
|
50
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-5
POSCO and
Subsidiaries
Consolidated
Statements of Changes in Shareholders Equity
Years Ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Capital
|
|
|
Capital
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Minority
|
|
|
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Surplus
|
|
|
Adjustments
|
|
|
Income
|
|
|
Earnings
|
|
|
Interest
|
|
|
Total
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Balance as of January 1, 2005
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
3,895,378
|
|
|
W
|
(703,328
|
)
|
|
W
|
(447,406
|
)
|
|
W
|
12,851,118
|
|
|
W
|
307,891
|
|
|
W
|
16,386,056
|
|
Net income for 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,022,492
|
|
|
|
|
|
|
|
4,022,492
|
|
Effect of change in scope of consolidation
|
|
|
|
|
|
|
|
|
|
|
167
|
|
|
|
|
|
|
|
|
|
|
|
3,981
|
|
|
|
|
|
|
|
4,148
|
|
Effect of change in percentage of ownership of investees
|
|
|
|
|
|
|
|
|
|
|
(12,893
|
)
|
|
|
|
|
|
|
|
|
|
|
598
|
|
|
|
|
|
|
|
(12,295
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(680,794
|
)
|
|
|
|
|
|
|
(680,794
|
)
|
Change in treasury stock
|
|
|
|
|
|
|
|
|
|
|
108,018
|
|
|
|
(279,061
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(171,043
|
)
|
Overseas operations translation adjustment (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,251
|
)
|
|
|
|
|
|
|
|
|
|
|
(30,251
|
)
|
Changes in valuation gain and loss on investment securities
(Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
324,757
|
|
|
|
|
|
|
|
|
|
|
|
324,757
|
|
Changes in capital adjustment arising from equity method
investments (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35,364
|
)
|
|
|
|
|
|
|
|
|
|
|
(35,364
|
)
|
Effect of change in percentage of minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,223
|
|
|
|
62,223
|
|
Minority interest in income of consolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15,499
|
)
|
|
|
(15,499
|
)
|
Others
|
|
|
|
|
|
|
|
|
|
|
739
|
|
|
|
16,956
|
|
|
|
|
|
|
|
(28,503
|
)
|
|
|
30,055
|
|
|
|
19,247
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2005
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
3,991,409
|
|
|
W
|
(965,433
|
)
|
|
W
|
(188,264
|
)
|
|
W
|
16,168,892
|
|
|
W
|
384,670
|
|
|
W
|
19,873,677
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-6
POSCO and
Subsidiaries
Consolidated
Statements of Changes in Shareholders
Equity (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Capital
|
|
|
Capital
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Minority
|
|
|
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Surplus
|
|
|
Adjustments
|
|
|
Income
|
|
|
Earnings
|
|
|
Interest
|
|
|
Total
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Balance as of January 1, 2006
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
3,991,409
|
|
|
W
|
(965,433
|
)
|
|
W
|
(188,264
|
)
|
|
W
|
16,168,892
|
|
|
W
|
384,670
|
|
|
W
|
19,873,677
|
|
Net income for 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,314,181
|
|
|
|
|
|
|
|
3,314,181
|
|
Effect of change in scope of consolidation (Note 1)
|
|
|
|
|
|
|
|
|
|
|
(1,012
|
)
|
|
|
|
|
|
|
|
|
|
|
40,649
|
|
|
|
|
|
|
|
39,637
|
|
Effect of change in percentage of ownership of investees
|
|
|
|
|
|
|
|
|
|
|
(8,645
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,645
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(636,487
|
)
|
|
|
|
|
|
|
(636,487
|
)
|
Change in treasury stock (Note 20)
|
|
|
|
|
|
|
|
|
|
|
50,565
|
|
|
|
(711,485
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(660,920
|
)
|
Overseas operations translation adjustment (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(46,086
|
)
|
|
|
|
|
|
|
|
|
|
|
(46,086
|
)
|
Changes in valuation gain and loss on investment securities
(Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432,469
|
|
|
|
|
|
|
|
|
|
|
|
432,469
|
|
Changes in capital adjustment arising from equity method
investments (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,635
|
|
|
|
|
|
|
|
|
|
|
|
11,635
|
|
Effect of change in percentage of minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61,639
|
|
|
|
61,639
|
|
Minority interest in income of consolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,901
|
|
|
|
38,901
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
2,956
|
|
|
|
(1,311
|
)
|
|
|
|
|
|
|
(23,902
|
)
|
|
|
3,998
|
|
|
|
(18,259
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
4,035,273
|
|
|
W
|
(1,678,229
|
)
|
|
W
|
209,754
|
|
|
W
|
18,863,333
|
|
|
W
|
489,208
|
|
|
W
|
22,401,742
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-7
POSCO and
Subsidiaries
Consolidated
Statements of Changes in Shareholders
Equity (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Capital
|
|
|
Capital
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Minority
|
|
|
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Surplus
|
|
|
Adjustments
|
|
|
Income
|
|
|
Earnings
|
|
|
Interest
|
|
|
Total
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Balance as of January 1, 2007
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
4,035,273
|
|
|
W
|
(1,678,229
|
)
|
|
W
|
209,754
|
|
|
W
|
18,863,333
|
|
|
W
|
489,208
|
|
|
W
|
22,401,742
|
|
Net income for 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,558,660
|
|
|
|
|
|
|
|
3,558,660
|
|
Effect of change in scope of consolidation (Note 1)
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,024
|
|
|
|
62,061
|
|
Effect of change in percentage of ownership of investees
|
|
|
|
|
|
|
|
|
|
|
(5,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,500
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(655,099
|
)
|
|
|
|
|
|
|
(655,099
|
)
|
Change in treasury stock (Note 20)
|
|
|
|
|
|
|
|
|
|
|
175,231
|
|
|
|
(1,045,274
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(870,043
|
)
|
Overseas operations translation adjustment (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,957
|
|
|
|
|
|
|
|
|
|
|
|
87,957
|
|
Changes in valuation gain and loss on investment securities
(Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498,711
|
|
|
|
|
|
|
|
|
|
|
|
498,711
|
|
Changes in capital adjustment arising from equity method
investments (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,455
|
)
|
|
|
|
|
|
|
|
|
|
|
(7,455
|
)
|
Changes in valuation of derivatives (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,034
|
)
|
|
|
|
|
|
|
|
|
|
|
(4,034
|
)
|
Effect of change in percentage of minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,380
|
|
|
|
16,380
|
|
Minority interest in income of consolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119,304
|
|
|
|
119,304
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
(28,449
|
)
|
|
|
(3,644
|
)
|
|
|
|
|
|
|
408
|
|
|
|
(53,259
|
)
|
|
|
(84,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
87,186,835
|
|
|
W
|
482,403
|
|
|
W
|
4,176,592
|
|
|
W
|
(2,727,147
|
)
|
|
W
|
784,933
|
|
|
W
|
21,767,302
|
|
|
W
|
633,657
|
|
|
W
|
25,117,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-8
POSCO and
Subsidiaries
Consolidated
Statements of Changes in Shareholders
Equity (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
Common
|
|
|
Capital
|
|
|
Capital
|
|
|
Comprehensive
|
|
|
Retained
|
|
|
Minority
|
|
|
|
|
|
|
Stock
|
|
|
Amount
|
|
|
Surplus
|
|
|
Adjustments
|
|
|
Income
|
|
|
Earnings
|
|
|
Interest
|
|
|
Total
|
|
|
|
(Thousands of US dollar)
|
|
|
Balance as of January 1, 2007
|
|
|
87,186,835
|
|
|
$
|
515,498
|
|
|
$
|
4,312,110
|
|
|
$
|
(1,793,363
|
)
|
|
$
|
224,145
|
|
|
$
|
20,157,440
|
|
|
$
|
522,770
|
|
|
$
|
23,938,600
|
|
Net income for 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,802,800
|
|
|
|
|
|
|
|
3,802,800
|
|
Effect of change in scope of consolidation (Note 1)
|
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
66,280
|
|
|
|
66,320
|
|
Effect of change in percentage of ownership of investees
|
|
|
|
|
|
|
|
|
|
|
(5,877
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,877
|
)
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(700,041
|
)
|
|
|
|
|
|
|
(700,041
|
)
|
Change in treasury stock (Note 20)
|
|
|
|
|
|
|
|
|
|
|
187,252
|
|
|
|
(1,116,985
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(929,733
|
)
|
Overseas operations translation adjustment (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,991
|
|
|
|
|
|
|
|
|
|
|
|
93,991
|
|
Changes in valuation gain and loss on investment securities
(Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
532,924
|
|
|
|
|
|
|
|
|
|
|
|
532,924
|
|
Changes in capital adjustment arising from equity method
investments (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,966
|
)
|
|
|
|
|
|
|
|
|
|
|
(7,966
|
)
|
Changes in valuation of derivatives (Note 27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,311
|
)
|
|
|
|
|
|
|
|
|
|
|
(4,311
|
)
|
Effect of change in percentage of minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,504
|
|
|
|
17,504
|
|
Minority interest in income of consolidated subsidiaries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
127,489
|
|
|
|
127,489
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
(30,400
|
)
|
|
|
(3,894
|
)
|
|
|
|
|
|
|
436
|
|
|
|
(56,914
|
)
|
|
|
(90,772
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007
|
|
|
87,186,835
|
|
|
$
|
515,498
|
|
|
$
|
4,463,125
|
|
|
$
|
(2,914,242
|
)
|
|
$
|
838,783
|
|
|
$
|
23,260,635
|
|
|
$
|
677,129
|
|
|
$
|
26,840,928
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-9
Years Ended December 31, 2007, 2006 and 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
W
|
3,677,964
|
|
|
W
|
3,353,082
|
|
|
W
|
4,006,993
|
|
|
$
|
3,930,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
2,126,729
|
|
|
|
1,782,738
|
|
|
|
1,612,554
|
|
|
|
2,272,632
|
|
Accrual of severance benefits
|
|
|
211,758
|
|
|
|
144,931
|
|
|
|
213,082
|
|
|
|
226,285
|
|
Provision for doubtful accounts, net
|
|
|
37,237
|
|
|
|
173,931
|
|
|
|
115,865
|
|
|
|
39,792
|
|
Loss (gain) on foreign currency translation, net
|
|
|
49,334
|
|
|
|
(76,453
|
)
|
|
|
(138,296
|
)
|
|
|
52,719
|
|
Gain on valuation of trading securities, net
|
|
|
(15,599
|
)
|
|
|
(18,863
|
)
|
|
|
(15,124
|
)
|
|
|
(16,669
|
)
|
Gain on valuation of derivatives, net
|
|
|
(9,124
|
)
|
|
|
(1,037
|
)
|
|
|
19,722
|
|
|
|
(9,750
|
)
|
Loss (gain) on derivatives transaction, net
|
|
|
(11,377
|
)
|
|
|
24,886
|
|
|
|
5,143
|
|
|
|
(12,157
|
)
|
Gain on disposal of trading securities and investments, net
|
|
|
(57,199
|
)
|
|
|
(66,507
|
)
|
|
|
(58,865
|
)
|
|
|
(61,123
|
)
|
Loss on disposal of property, plant and equipment, net
|
|
|
28,362
|
|
|
|
35,035
|
|
|
|
18,590
|
|
|
|
30,308
|
|
Earnings of equity method investees, net
|
|
|
(42,634
|
)
|
|
|
(46,425
|
)
|
|
|
(19,724
|
)
|
|
|
(45,559
|
)
|
Net income (loss) of consolidated subsidiaries before acquisition
|
|
|
(53,259
|
)
|
|
|
9,558
|
|
|
|
7,607
|
|
|
|
(56,913
|
)
|
Others
|
|
|
263,988
|
|
|
|
374,968
|
|
|
|
391,783
|
|
|
|
282,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,528,216
|
|
|
|
2,336,762
|
|
|
|
2,152,337
|
|
|
|
2,701,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in trade accounts and notes receivable
|
|
|
(613,548
|
)
|
|
|
(398,201
|
)
|
|
|
45,112
|
|
|
|
(655,640
|
)
|
Increase in inventories
|
|
|
(461,226
|
)
|
|
|
(380,143
|
)
|
|
|
(706,528
|
)
|
|
|
(492,868
|
)
|
Decrease (increase) in other accounts and notes receivable
|
|
|
67,929
|
|
|
|
(30,932
|
)
|
|
|
(94,499
|
)
|
|
|
72,589
|
|
Increase in accrued income
|
|
|
(15,218
|
)
|
|
|
(26,205
|
)
|
|
|
(19,757
|
)
|
|
|
(16,262
|
)
|
Increase in advance payments
|
|
|
(70,847
|
)
|
|
|
(73,034
|
)
|
|
|
(83,702
|
)
|
|
|
(75,708
|
)
|
Increase in prepaid expenses
|
|
|
(23,658
|
)
|
|
|
(5,009
|
)
|
|
|
(1,360
|
)
|
|
|
(25,281
|
)
|
Increase in trade accounts and notes payable
|
|
|
561,078
|
|
|
|
272,270
|
|
|
|
(170,131
|
)
|
|
|
599,570
|
|
Increase in other accounts and notes payable
|
|
|
164,460
|
|
|
|
122,673
|
|
|
|
(7,571
|
)
|
|
|
175,742
|
|
Increase (decrease) in advances received
|
|
|
(16,884
|
)
|
|
|
78,449
|
|
|
|
(7,888
|
)
|
|
|
(18,042
|
)
|
Decrease in accrued expenses
|
|
|
(108,184
|
)
|
|
|
(459,579
|
)
|
|
|
493,376
|
|
|
|
(115,606
|
)
|
Increase (decrease) in income tax payable
|
|
|
162,806
|
|
|
|
(715,691
|
)
|
|
|
281,240
|
|
|
|
173,975
|
|
Deferred income tax, net
|
|
|
(20,127
|
)
|
|
|
(59,480
|
)
|
|
|
(151,602
|
)
|
|
|
(21,508
|
)
|
Payment of severance benefits
|
|
|
(64,975
|
)
|
|
|
(36,817
|
)
|
|
|
(84,049
|
)
|
|
|
(69,432
|
)
|
Increase in group severance insurance deposits
|
|
|
(147,366
|
)
|
|
|
(48,880
|
)
|
|
|
(98,790
|
)
|
|
|
(157,476
|
)
|
Increase (decrease) in other current liabilities
|
|
|
(13,055
|
)
|
|
|
5,855
|
|
|
|
(30,479
|
)
|
|
|
(13,951
|
)
|
Others
|
|
|
(54,105
|
)
|
|
|
(9,616
|
)
|
|
|
(50,321
|
)
|
|
|
(57,817
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(652,920
|
)
|
|
|
(1,764,340
|
)
|
|
|
(686,949
|
)
|
|
|
(697,713
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
5,553,260
|
|
|
|
3,925,504
|
|
|
|
5,472,381
|
|
|
|
5,934,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-10
POSCO and
Subsidiaries
Consolidated
Statements of Cash Flows (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Note 2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disposal of trading securities
|
|
|
9,064,842
|
|
|
|
15,322,978
|
|
|
|
12,758,304
|
|
|
|
9,686,731
|
|
Acquisition of trading securities
|
|
|
(8,173,811
|
)
|
|
|
(14,516,637
|
)
|
|
|
(12,536,599
|
)
|
|
|
(8,734,570
|
)
|
Disposal of available-for-sale securities
|
|
|
9,412
|
|
|
|
145,990
|
|
|
|
347,987
|
|
|
|
10,058
|
|
Acquisition of available-for-sale securities
|
|
|
(1,180,449
|
)
|
|
|
(653,466
|
)
|
|
|
(319,854
|
)
|
|
|
(1,261,433
|
)
|
Disposal of short-term financial instruments
|
|
|
1,705,169
|
|
|
|
1,516,362
|
|
|
|
1,322,222
|
|
|
|
1,822,151
|
|
Acquisition of short-term financial instruments
|
|
|
(2,678,616
|
)
|
|
|
(1,610,510
|
)
|
|
|
(1,434,935
|
)
|
|
|
(2,862,380
|
)
|
Disposal of long-term financial instruments
|
|
|
34,555
|
|
|
|
113,339
|
|
|
|
1,509
|
|
|
|
36,926
|
|
Acquisition of property, plant and equipment
|
|
|
(2,892,247
|
)
|
|
|
(3,709,422
|
)
|
|
|
(3,360,537
|
)
|
|
|
(3,090,668
|
)
|
Disposal of property, plant and equipment
|
|
|
34,958
|
|
|
|
425,976
|
|
|
|
66,273
|
|
|
|
37,356
|
|
Proceeds from short-term loans
|
|
|
108,221
|
|
|
|
64,436
|
|
|
|
107,484
|
|
|
|
115,646
|
|
Short-term loans provided
|
|
|
(50,687
|
)
|
|
|
(62,641
|
)
|
|
|
(119,033
|
)
|
|
|
(54,164
|
)
|
Long-term loans provided
|
|
|
(24,235
|
)
|
|
|
(6,388
|
)
|
|
|
(33,406
|
)
|
|
|
(25,898
|
)
|
Acquisition of intangible assets
|
|
|
(81,946
|
)
|
|
|
(131,575
|
)
|
|
|
(81,605
|
)
|
|
|
(87,568
|
)
|
Acquisition of other investment assets
|
|
|
(160,098
|
)
|
|
|
(131,095
|
)
|
|
|
(239,211
|
)
|
|
|
(171,081
|
)
|
Others
|
|
|
21,220
|
|
|
|
(130,557
|
)
|
|
|
77,814
|
|
|
|
22,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(4,263,712
|
)
|
|
|
(3,363,210
|
)
|
|
|
(3,443,587
|
)
|
|
|
(4,556,222
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from short-term borrowings
|
|
|
6,811,282
|
|
|
|
4,119,189
|
|
|
|
4,828,860
|
|
|
|
7,278,566
|
|
Proceeds from long-term debt
|
|
|
1,054,138
|
|
|
|
2,160,279
|
|
|
|
594,312
|
|
|
|
1,126,457
|
|
Proceeds from other long-term liabilities
|
|
|
37,060
|
|
|
|
15,535
|
|
|
|
497,193
|
|
|
|
39,603
|
|
Disposal of treasury stock
|
|
|
406,991
|
|
|
|
69,779
|
|
|
|
931,664
|
|
|
|
434,912
|
|
Repayment of current portion of long-term debt
|
|
|
(278,699
|
)
|
|
|
(1,188,281
|
)
|
|
|
(1,040,410
|
)
|
|
|
(297,818
|
)
|
Repayment of short-term borrowings
|
|
|
(6,599,799
|
)
|
|
|
(3,821,014
|
)
|
|
|
(4,715,293
|
)
|
|
|
(7,052,574
|
)
|
Repayment of long-term debt
|
|
|
(248,087
|
)
|
|
|
(165,212
|
)
|
|
|
(328,037
|
)
|
|
|
(265,107
|
)
|
Payment of cash dividends
|
|
|
(655,099
|
)
|
|
|
(636,487
|
)
|
|
|
(680,794
|
)
|
|
|
(700,041
|
)
|
Acquisition of treasury stock
|
|
|
(1,291,362
|
)
|
|
|
(851,123
|
)
|
|
|
(1,295,163
|
)
|
|
|
(1,379,956
|
)
|
Repayment of other long-term liabilities
|
|
|
(94,072
|
)
|
|
|
(78,173
|
)
|
|
|
(398,998
|
)
|
|
|
(100,526
|
)
|
Others
|
|
|
(143,209
|
)
|
|
|
106,643
|
|
|
|
(279,863
|
)
|
|
|
(153,034
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(1,000,856
|
)
|
|
|
(268,864
|
)
|
|
|
(1,886,529
|
)
|
|
|
(1,069,518
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
30,901
|
|
|
|
(15,245
|
)
|
|
|
(4,425
|
)
|
|
|
33,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents from changes in
consolidated subsidiaries
|
|
|
36,815
|
|
|
|
4,365
|
|
|
|
33,939
|
|
|
|
39,341
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
356,407
|
|
|
|
282,550
|
|
|
|
171,779
|
|
|
|
380,859
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of the year
|
|
|
936,421
|
|
|
|
653,871
|
|
|
|
482,092
|
|
|
|
1,000,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of the year
|
|
W
|
1,292,828
|
|
|
W
|
936,421
|
|
|
W
|
653,871
|
|
|
$
|
1,381,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
cash flow information for the years ended December 31 is
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
|
(In millions of Korean won and thousands of US dollar)
|
|
|
Cash paid during the year for interest
|
|
W
|
229,113
|
|
|
W
|
179,501
|
|
|
W
|
154,240
|
|
|
$
|
244,831
|
|
Cash paid during the year for Income tax
|
|
|
1,107,888
|
|
|
|
1,305,077
|
|
|
|
1,443,439
|
|
|
|
1,183,894
|
|
The accompanying notes are an integral part of these
consolidated financial statements.
F-11
POSCO and
Subsidiaries
December 31, 2007 and 2006
|
|
1.
|
Consolidated
Companies
|
General descriptions of POSCO, the controlling company, and its
controlled subsidiaries (Collectively the Company),
including POSCO Engineering & Construction Co., Ltd.
(POSCO E&C) and 19 other domestic subsidiaries and 43
overseas subsidiaries, whose accounts are included in the
consolidated financial statements, and 22 equity-method
investees, which are excluded from the consolidation, are as
follows:
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 distribute steel rolled products and
plates in the domestic and overseas markets. The shares of POSCO
have been listed on the Korea Stock Exchange since 1988. POSCO
operates two plants and one office in Korea, and seven liaison
offices overseas. POSCO operates its principal market in the
domestic market in Korea and concentrates export and overseas
sales in the Asia Pacific region including Japan, China and
other countries.
As of December 31, 2007, POSCOs shareholders are as
follows:
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
|
Shares
|
|
|
Ownership (%)
|
|
|
Nippon Steel Corporation(1)
|
|
|
4,394,712
|
|
|
|
5.04
|
|
Mirae Asset Investments Co., Ltd.
|
|
|
3,660,603
|
|
|
|
4.20
|
|
National Pension Service
|
|
|
3,404,897
|
|
|
|
3.91
|
|
SK Telecom Co., Ltd.
|
|
|
2,481,310
|
|
|
|
2.85
|
|
Pohang University of Science and Technology
|
|
|
2,000,000
|
|
|
|
2.29
|
|
Others
|
|
|
71,245,313
|
|
|
|
81.71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,186,835
|
|
|
|
100.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Nippon Steel Corporation has American Depository Receipts(ADRs),
each of which represents 0.25 share of POSCOs common
share and has par value of W5,000 per share. |
As of December 31, 2007, the shares of POSCO are listed on
the Korea Stock Exchange, and
its
depository receipts are listed on the New York, London and Tokyo
Stock Exchange.
F-12
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Consolidated
Subsidiaries
The consolidated financial statements include the accounts of
POSCO and its controlled subsidiaries. The following table sets
forth certain information with regard to consolidated
subsidiaries as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Ownership of
|
|
Summary of Financial Information
|
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Ownership
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
Subsidiaries
|
|
Primary Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
(%)
|
|
Total Assets
|
|
|
Net Assets
|
|
|
(Loss)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of Korean won)(1)
|
|
|
|
|
Domestic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO E & C
|
|
Engineering and construction
|
|
|
30,000,000
|
|
|
|
27,281,080
|
|
|
|
|
|
|
|
27,281,080
|
|
|
|
90.94
|
|
|
|
|
|
2,763,452
|
|
|
|
1,358,478
|
|
|
|
205,847
|
|
|
Pohang
|
Posteel Co., Ltd.
|
|
Steel sales and service
|
|
|
18,000,000
|
|
|
|
17,155,000
|
|
|
|
|
|
|
|
17,155,000
|
|
|
|
95.31
|
|
|
|
|
|
532,013
|
|
|
|
324,736
|
|
|
|
19,093
|
|
|
Seoul
|
POSCON Co., Ltd.
|
|
Electronic control devices manufacturing
|
|
|
3,519,740
|
|
|
|
3,098,610
|
|
|
|
|
|
|
|
3,098,610
|
|
|
|
88.04
|
|
|
|
|
|
271,475
|
|
|
|
149,729
|
|
|
|
23,633
|
|
|
Pohang
|
Pohang Coated Steel Co., Ltd.
|
|
Coated steel manufacturing
|
|
|
6,000,000
|
|
|
|
3,412,000
|
|
|
|
|
|
|
|
3,412,000
|
|
|
|
56.87
|
|
|
|
|
|
403,993
|
|
|
|
275,322
|
|
|
|
9,306
|
|
|
Pohang
|
POSCO Machinery & Engineering Co., Ltd.
|
|
Steel work maintenance
|
|
|
1,700,000
|
|
|
|
1,700,000
|
|
|
|
|
|
|
|
1,700,000
|
|
|
|
100.00
|
|
|
|
|
|
103,308
|
|
|
|
50,029
|
|
|
|
(1,624
|
)
|
|
Pohang
|
POSDATA Co., Ltd.
|
|
Computer hardware and software distribution
|
|
|
81,551,600
|
|
|
|
50,440,720
|
|
|
|
|
|
|
|
50,440,720
|
|
|
|
61.85
|
|
|
|
|
|
288,171
|
|
|
|
163,733
|
|
|
|
5,005
|
|
|
Sungnam
|
POSCO Research Institute
|
|
Economic research and consulting
|
|
|
3,800,000
|
|
|
|
3,800,000
|
|
|
|
|
|
|
|
3,800,000
|
|
|
|
100.00
|
|
|
|
|
|
26,335
|
|
|
|
23,185
|
|
|
|
175
|
|
|
Seoul
|
Seung Kwang Co., Ltd.
|
|
Athletic facilities operation
|
|
|
3,945,000
|
|
|
|
2,737,000
|
|
|
|
1,208,000
|
|
|
|
3,945,000
|
|
|
|
100.00
|
|
|
POSCO E & C
(30.62)
|
|
|
76,779
|
|
|
|
41,992
|
|
|
|
(2,045
|
)
|
|
Suncheon
|
POS-AC Co., Ltd.
|
|
Architecture and consulting
|
|
|
230,000
|
|
|
|
230,000
|
|
|
|
|
|
|
|
230,000
|
|
|
|
100.00
|
|
|
|
|
|
46,627
|
|
|
|
30,321
|
|
|
|
7,027
|
|
|
Seoul
|
POSCO Specialty Steel Co., Ltd.
|
|
Specialty steel manufacturing
|
|
|
26,000,000
|
|
|
|
26,000,000
|
|
|
|
|
|
|
|
26,000,000
|
|
|
|
100.00
|
|
|
|
|
|
1,062,479
|
|
|
|
491,770
|
|
|
|
60,238
|
|
|
Changwon
|
POSCO Machinery Co., Ltd.
|
|
Machinery installation
|
|
|
1,000,000
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
1,000,000
|
|
|
|
100.00
|
|
|
|
|
|
43,711
|
|
|
|
22,770
|
|
|
|
(10,365
|
)
|
|
Gwangyang
|
POSTECH Venture Capital Corp.
|
|
Investment in venture companies
|
|
|
6,000,000
|
|
|
|
5,700,000
|
|
|
|
|
|
|
|
5,700,000
|
|
|
|
95.00
|
|
|
|
|
|
40,455
|
|
|
|
38,732
|
|
|
|
6,816
|
|
|
Pohang
|
POSCO Refractories & Environment Company Ltd. (POSREC)
|
|
Manufacturing
|
|
|
5,907,000
|
|
|
|
3,544,200
|
|
|
|
|
|
|
|
3,544,200
|
|
|
|
60.00
|
|
|
|
|
|
174,308
|
|
|
|
132,953
|
|
|
|
16,899
|
|
|
Pohang
|
POSCO Terminal Co., Ltd.
|
|
Distribution and warehousing
|
|
|
5,000,000
|
|
|
|
2,550,000
|
|
|
|
|
|
|
|
2,550,000
|
|
|
|
51.00
|
|
|
|
|
|
40,709
|
|
|
|
35,915
|
|
|
|
3,315
|
|
|
Gwangyang
|
Metapolis Co., Ltd.
|
|
Construction
|
|
|
10,560,000
|
|
|
|
|
|
|
|
4,229,280
|
|
|
|
4,229,280
|
|
|
|
40.00
|
|
|
POSCO E & C
(30.62)
|
|
|
357,740
|
|
|
|
61,651
|
|
|
|
23,361
|
|
|
Seoul(3)
|
Posmate Co., Ltd.
|
|
Facilities management
|
|
|
714,286
|
|
|
|
214,286
|
|
|
|
|
|
|
|
214,286
|
|
|
|
30.00
|
|
|
|
|
|
60,273
|
|
|
|
36,694
|
|
|
|
6,484
|
|
|
Seoul
|
Samjung Packing & Aluminum Co., Ltd.
|
|
Packing materials manufacturing
|
|
|
3,000,000
|
|
|
|
270,000
|
|
|
|
831,756
|
|
|
|
1,101,756
|
|
|
|
36.73
|
|
|
Posmate Co., Ltd.
(27.73)
|
|
|
144,942
|
|
|
|
77,793
|
|
|
|
10,727
|
|
|
Pohang
|
POSCO Power Corp.
|
|
Generation of Electricity
|
|
|
40,000,000
|
|
|
|
40,000,000
|
|
|
|
|
|
|
|
40,000,000
|
|
|
|
100.00
|
|
|
|
|
|
1,007,130
|
|
|
|
523,318
|
|
|
|
34,994
|
|
|
Seoul
|
Postech 2006 Energy Fund
|
|
Investment in new technology
|
|
|
570
|
|
|
|
|
|
|
|
126
|
|
|
|
126
|
|
|
|
22.11
|
|
|
POSTECH
Venture Capital
Corp(10.53)
POSCO Power
(11.58)
|
|
|
29,340
|
|
|
|
29,177
|
|
|
|
558
|
|
|
Seoul
|
POSCORE Co., Ltd.
|
|
Components manufacturing and sales
|
|
|
3,907,151
|
|
|
|
|
|
|
|
1,992,647
|
|
|
|
1,992,647
|
|
|
|
51.00
|
|
|
Posteel (51.00)
|
|
|
66,372
|
|
|
|
12,919
|
|
|
|
(13,217
|
)
|
|
Chenan(3)
|
F-13
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Ownership of
|
|
Summary of Financial Information
|
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Ownership
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
Subsidiaries
|
|
Primary Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
(%)
|
|
Total Assets
|
|
|
Net Assets
|
|
|
(Loss)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of Korean won)(1)
|
|
|
|
|
Overseas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO America Corporation (POSAM)
|
|
Steel trading
|
|
|
320,796
|
|
|
|
319,024
|
|
|
|
1,772
|
|
|
|
320,796
|
|
|
|
100.00
|
|
|
POSCAN
(0.55)
|
|
|
191,976
|
|
|
|
110,200
|
|
|
|
(18,189
|
)
|
|
USA
|
POSCO Australia Pty. Ltd. (POSA)
|
|
Steel trading
|
|
|
761,775
|
|
|
|
761,775
|
|
|
|
|
|
|
|
761,775
|
|
|
|
100.00
|
|
|
|
|
|
323,885
|
|
|
|
181,140
|
|
|
|
18,081
|
|
|
Australia
|
POSCO Canada Ltd. (POSCAN)
|
|
Coal trading
|
|
|
1,099,885
|
|
|
|
|
|
|
|
1,099,885
|
|
|
|
1,099,885
|
|
|
|
100.00
|
|
|
Posteel (100.00)
|
|
|
131,664
|
|
|
|
112,591
|
|
|
|
6,539
|
|
|
Canada
|
POSCAN Elkview Coal Ltd.
|
|
Coal trading
|
|
|
304,061
|
|
|
|
|
|
|
|
304,061
|
|
|
|
304,061
|
|
|
|
100.00
|
|
|
POSCAN
(100.00)
|
|
|
35,934
|
|
|
|
35,742
|
|
|
|
1,385
|
|
|
Canada
|
POSCO Asia Co., Ltd. (POA)
|
|
Steel trading
|
|
|
9,360,000
|
|
|
|
9,360,000
|
|
|
|
|
|
|
|
9,360,000
|
|
|
|
100.00
|
|
|
|
|
|
77,944
|
|
|
|
20,861
|
|
|
|
2,316
|
|
|
China
|
VSC POSCO Steel Corporation (VPS)
|
|
Steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40.00
|
|
|
Posteel (5.00)
|
|
|
35,491
|
|
|
|
15,234
|
|
|
|
4,100
|
|
|
Vietnam(2)
|
DALIAN POSCO CFM Coated Steel Co., Ltd.
|
|
Coated steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55.00
|
|
|
Posteel (10.00)
POSCO-China
(10.00)
|
|
|
67,646
|
|
|
|
9,625
|
|
|
|
(4,068
|
)
|
|
China(2)
|
POS-Tianjin Coil Center Co., Ltd.
|
|
Steel service center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.00
|
|
|
Posteel (60.00)
|
|
|
31,440
|
|
|
|
9,988
|
|
|
|
1,402
|
|
|
China(2)
|
POSMETAL Co., Ltd.
|
|
Steel service center
|
|
|
6,000
|
|
|
|
|
|
|
|
4,500
|
|
|
|
4,500
|
|
|
|
75.00
|
|
|
POSCO-Japan
(75.00)
|
|
|
30,519
|
|
|
|
6,736
|
|
|
|
135
|
|
|
Japan
|
Shanghai Real Estate Development Co., Ltd.
|
|
Real estate rental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSCO E&C
(100.00)
|
|
|
138,092
|
|
|
|
92,360
|
|
|
|
9,091
|
|
|
China(2)
|
IBC Corporation
|
|
Real estate rental
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00
|
|
|
POSCO E&C
(60.00)
|
|
|
76,223
|
|
|
|
28,005
|
|
|
|
5,858
|
|
|
Vietnam(2)
|
POSLILAMA Steel Structure Co., Ltd.
|
|
Steel structure fabrication and sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.00
|
|
|
POSCO E&C
(60.00)
Posteel(10.00)
|
|
|
38,246
|
|
|
|
(14,156
|
)
|
|
|
90
|
|
|
Vietnam(2)
|
Zhangjiagang Pohang Stainless Steel Co., Ltd. (ZPSS)
|
|
Stainless steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
82.48
|
|
|
POSCO-China
(23.88)
|
|
|
1,315,745
|
|
|
|
569,173
|
|
|
|
76,796
|
|
|
China(2)
|
POSCO(Guangdong) Coated Steel Co., Ltd.
|
|
Coated steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
95.19
|
|
|
POSCO-China
(11.53)
|
|
|
81,239
|
|
|
|
22,994
|
|
|
|
2,998
|
|
|
China(2)
|
POSCO-Thailand Co., Ltd.
|
|
Steel service center
|
|
|
5,941,570
|
|
|
|
3,805,383
|
|
|
|
2,136,187
|
|
|
|
5,941,570
|
|
|
|
100.00
|
|
|
Posteel (35.95)
|
|
|
100,650
|
|
|
|
18,734
|
|
|
|
525
|
|
|
Thailand
|
Myanmar-POSCO Steel Co., Ltd.
|
|
Specialty steel manufacturing and sales
|
|
|
19,200
|
|
|
|
13,440
|
|
|
|
|
|
|
|
13,440
|
|
|
|
70.00
|
|
|
|
|
|
8,819
|
|
|
|
3,581
|
|
|
|
48
|
|
|
Myanmar(3)
|
F-14
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Ownership of
|
|
Summary of Financial Information
|
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Ownership
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
Subsidiaries
|
|
Primary Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
(%)
|
|
Total Assets
|
|
|
Net Assets
|
|
|
(Loss)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of Korean won)(1)
|
|
|
|
|
Zhangjiagang POSHA Steel Port Co., Ltd. (ZPSP)
|
|
Stainless steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90.00
|
|
|
POSCO E&C
(25.00)
ZPSS (65.00)
|
|
|
11,735
|
|
|
|
11,654
|
|
|
|
673
|
|
|
China(2)
|
POS-OPC Co., Ltd. (Fujiura Butsuryu Center Co., Ltd.)
|
|
Warehousing
|
|
|
4,900
|
|
|
|
|
|
|
|
2,785
|
|
|
|
2,785
|
|
|
|
56.84
|
|
|
POSCO-Japan
(56.84)
|
|
|
30,050
|
|
|
|
4,805
|
|
|
|
(600
|
)
|
|
Japan(3)
|
POSCO Investment Co., Ltd.
|
|
Finance
|
|
|
5,000,000
|
|
|
|
5,000,000
|
|
|
|
|
|
|
|
5,000,000
|
|
|
|
100.00
|
|
|
|
|
|
157,712
|
|
|
|
68,609
|
|
|
|
3,553
|
|
|
China
|
POSMMIT Steel Center SDN BHD (POSMMIT)
|
|
Steel service center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70.00
|
|
|
Posteel (40.00)
|
|
|
48,399
|
|
|
|
16,445
|
|
|
|
2,291
|
|
|
Malaysia(2)(3)
|
Qingdao Pohang Stainless Steel Co., Ltd.
|
|
Stainless steel manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
80.00
|
|
|
POSCO-China
(10.00)
|
|
|
199,990
|
|
|
|
83,558
|
|
|
|
14,072
|
|
|
China(2)
|
POSCO (SUZHOU) Automotive Processing Center Co., Ltd.
|
|
Steel service center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSCO-China
(10.00)
|
|
|
101,012
|
|
|
|
36,649
|
|
|
|
1,999
|
|
|
China(2)
|
POSEC-Hawaii Inc.
|
|
Construction
|
|
|
24,400
|
|
|
|
|
|
|
|
24,400
|
|
|
|
24,400
|
|
|
|
100.00
|
|
|
POSCO E&C
(100.00)
|
|
|
41,148
|
|
|
|
22,166
|
|
|
|
6,331
|
|
|
USA
|
POS-Qingdao Coil Center Co., Ltd.
|
|
Steel service center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
Posteel (100.00)
|
|
|
44,383
|
|
|
|
10,033
|
|
|
|
1,445
|
|
|
China(2)
|
POS-ORE Pty. Ltd.
|
|
Iron ore mining and trading
|
|
|
17,500,001
|
|
|
|
|
|
|
|
17,500,001
|
|
|
|
17,500,001
|
|
|
|
100.00
|
|
|
POSA (100.00)
|
|
|
36,804
|
|
|
|
30,706
|
|
|
|
15,563
|
|
|
Australia
|
POSCO-China Holding Corp.
|
|
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
|
|
|
197,989
|
|
|
|
196,271
|
|
|
|
6,219
|
|
|
China(2)
|
POSCO-Japan Co., Ltd.
|
|
Steel trading
|
|
|
90,438
|
|
|
|
90,438
|
|
|
|
|
|
|
|
90,438
|
|
|
|
100.00
|
|
|
|
|
|
394,730
|
|
|
|
58,188
|
|
|
|
5,975
|
|
|
Japan
|
POSCO E&C (Zhangjiagang) Engineering & Consulting
Co., Ltd.
|
|
Facilities manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSCO E&C
(100.00)
|
|
|
8,050
|
|
|
|
5,646
|
|
|
|
128
|
|
|
China(2)
|
POS-CD Pty. Ltd.
|
|
Coal trading
|
|
|
12,550,000
|
|
|
|
|
|
|
|
12,550,000
|
|
|
|
12,550,000
|
|
|
|
100.00
|
|
|
POSA (100.00)
|
|
|
17,250
|
|
|
|
8,051
|
|
|
|
(1,793
|
)
|
|
Australia
|
POS-GC Pty. Ltd.
|
|
Coal trading
|
|
|
11,050,000
|
|
|
|
|
|
|
|
11,050,000
|
|
|
|
11,050,000
|
|
|
|
100.00
|
|
|
POSA (100.00)
|
|
|
17,139
|
|
|
|
8,298
|
|
|
|
(430
|
)
|
|
Australia
|
POSCO-India Private Ltd.
|
|
Coal trading
|
|
|
225,000,000
|
|
|
|
225,000,000
|
|
|
|
|
|
|
|
225,000,000
|
|
|
|
100.00
|
|
|
|
|
|
58,355
|
|
|
|
53,708
|
|
|
|
|
|
|
India
|
POS-India Steel Processing Centre Pvt. Ltd.
|
|
Steel service center
|
|
|
65,790,858
|
|
|
|
42,764,058
|
|
|
|
|
|
|
|
42,764,058
|
|
|
|
65.00
|
|
|
|
|
|
44,391
|
|
|
|
20,653
|
|
|
|
4,799
|
|
|
India
|
POS-NPC Co., Ltd.
|
|
Steel service center
|
|
|
49,000
|
|
|
|
|
|
|
|
44,100
|
|
|
|
44,100
|
|
|
|
90.00
|
|
|
POSCO-Japan
(90.00)
|
|
|
33,053
|
|
|
|
2,518
|
|
|
|
605
|
|
|
Japan
|
F-15
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Ownership of
|
|
Summary of Financial Information
|
|
|
|
|
|
|
|
Outstanding
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
Ownership
|
|
|
Subsidiaries
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
Subsidiaries
|
|
Primary Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
(%)
|
|
Total Assets
|
|
|
Net Assets
|
|
|
(Loss)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of Korean won)(1)
|
|
|
|
|
POSCO-Foshan steel processing Center Co., Ltd.
|
|
Steel service center
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POA (22.10)
POSCO-China
(33.20)
|
|
|
98,900
|
|
|
|
21,537
|
|
|
|
(2,607
|
)
|
|
China(2)
|
POSCO E&C (Beijing) Co., Ltd.
|
|
Construction and engineering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSCO E&C
(100.00)
|
|
|
40,753
|
|
|
|
10,747
|
|
|
|
1,765
|
|
|
China(2)(3)
|
POS-MPC S.A. de C.V.
|
|
Steel service center
|
|
|
1,656,638
|
|
|
|
|
|
|
|
1,010,550
|
|
|
|
1,010,550
|
|
|
|
61.00
|
|
|
POSAM
(61.00)
|
|
|
82,591
|
|
|
|
13,410
|
|
|
|
(563
|
)
|
|
Mexico
|
Zhangjigang Pohang Port Co., Ltd.
|
|
Raw material and steel depot service
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
ZPSS (47.30)
POSA (27.70)
POSCO-China
(25.00)
|
|
|
22,677
|
|
|
|
11,042
|
|
|
|
487
|
|
|
China(2)
|
POSCO-Vietnam Co., Ltd.
|
|
Cold-rolled steel manufacturing and sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
|
|
|
154,164
|
|
|
|
146,713
|
|
|
|
(2,180
|
)
|
|
Vietnam(2)
|
POSCO-Mexico Co., Ltd.
|
|
Cold-rolled steel manufacturing and sales
|
|
|
494,152,598
|
|
|
|
257,916,530
|
|
|
|
236,236,068
|
|
|
|
494,152,598
|
|
|
|
100.00
|
|
|
POSCAN
(47.80)
|
|
|
40,440
|
|
|
|
40,435
|
|
|
|
(2,062
|
)
|
|
Mexico(3)
|
POSS Delhi Steel Processing Centre Pvt. Ltd.
|
|
Steel service center
|
|
|
1,263
|
|
|
|
966
|
|
|
|
|
|
|
|
966
|
|
|
|
76.48
|
|
|
|
|
|
17,473
|
|
|
|
13,851
|
|
|
|
531
|
|
|
India(3)
|
POS-NP Pty. Ltd.
|
|
Coal trading
|
|
|
35,000,000
|
|
|
|
|
|
|
|
35,000,000
|
|
|
|
35,000,000
|
|
|
|
100.00
|
|
|
POSA (100.00)
|
|
|
36,653
|
|
|
|
27,443
|
|
|
|
(1,284
|
)
|
|
Australia(3)
|
POSCO-Vietnam Processing Center Co., Ltd.
|
|
Steel service center
|
|
|
11,040,000
|
|
|
|
8,832,000
|
|
|
|
|
|
|
|
8,832,000
|
|
|
|
80.00
|
|
|
|
|
|
10,003
|
|
|
|
9,946
|
|
|
|
(459
|
)
|
|
Vietnam(3)
|
Suzhou POSCORE
|
|
Components manufacturing and sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSCORE
(100.00)
|
|
|
25,889
|
|
|
|
10,913
|
|
|
|
1,622
|
|
|
China(2)(3)
|
|
|
|
(1) |
|
Total assets, total liabilities and net assets of the
Companys overseas subsidiaries are translated at the
exchange rate as of the balance sheet date, and sales and net
income are translated at the weighted-average exchange rate of
the reporting period. |
|
(2) |
|
No shares have been issued in accordance with the local laws and
regulations. |
|
(3) |
|
These subsidiaries are newly included in the consolidation. |
F-16
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Equity-Method
Investees
The following table sets forth certain information with regard
to equity-method investees as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Ownership of
|
|
|
|
|
|
|
|
Primary
|
|
Outstanding
|
|
|
Number of Shares
|
|
|
Ownership
|
|
|
Subsidiaries
|
|
|
|
|
|
Investees
|
|
Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
(%)
|
|
Net Assets(1)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Korean won)
|
|
|
|
|
Domestic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
eNtoB Corporation
|
|
E-business
|
|
|
3,200,000
|
|
|
|
560,000
|
|
|
|
300,000
|
|
|
|
860,000
|
|
|
|
26.88
|
|
|
POSCO E&C (3.75)
|
|
|
24,169
|
|
|
Seoul
|
MIDAS Information Technology Co., Ltd.
|
|
Engineering
|
|
|
3,402,000
|
|
|
|
|
|
|
|
866,190
|
|
|
|
866,190
|
|
|
|
25.46
|
|
|
POSCO E&C (25.46)
|
|
|
20,957
|
|
|
Seoul
|
Songdo New City Development Inc.
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.90
|
|
|
POSCO E&C (29.00)
|
|
|
(132,596
|
)
|
|
Seoul(3)
|
Gail International Korea Ltd.
|
|
Real estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29.90
|
|
|
POSCO E&C (29.00)
|
|
|
38,560
|
|
|
Seoul(3)
|
SNNC Co., Ltd.
|
|
Fe-Cr
manufacturing
|
|
|
37,000,000
|
|
|
|
18,130,000
|
|
|
|
|
|
|
|
18,130,000
|
|
|
|
49.00
|
|
|
|
|
|
182,209
|
|
|
Gwangyang(2)
|
Chungju Enterprise City
|
|
Construction
|
|
|
8,000,000
|
|
|
|
|
|
|
|
2,008,000
|
|
|
|
2,008,000
|
|
|
|
25.10
|
|
|
POSCO E&C (22.00)
POADATA (3.10)
|
|
|
38,150
|
|
|
Chungju
|
Overseas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOBRASCO
|
|
Iron ore
trading
|
|
|
4,021,438,370
|
|
|
|
2,010,719,185
|
|
|
|
|
|
|
|
2,010,719,185
|
|
|
|
50.00
|
|
|
|
|
|
85,021
|
|
|
Brazil(2)
|
USS POSCO Industries (UPI)
|
|
Steel
processing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.00
|
|
|
POSAM (50.00)
|
|
|
124,222
|
|
|
USA(2.3)
|
Poschrome (Proprietary) Limited
|
|
Fe-Cr
manufacturing
|
|
|
86,700
|
|
|
|
21,675
|
|
|
|
|
|
|
|
21,675
|
|
|
|
25.00
|
|
|
|
|
|
26,720
|
|
|
Republic of
South Africa
|
Guangdong Xingpu Steel Center Co., Ltd.
|
|
Steel
processing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.00
|
|
|
Posteel (10.50)
|
|
|
14,928
|
|
|
China(3)
|
POS-Hyundai Steel Manufacturing India Private Ltd.
|
|
Steel
processing
|
|
|
23,455,600
|
|
|
|
2,345,558
|
|
|
|
4,573,842
|
|
|
|
6,919,400
|
|
|
|
29.50
|
|
|
Posteel (19.50)
|
|
|
13,644
|
|
|
India
|
POSVINA Co., Ltd.
|
|
Steel
manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.00
|
|
|
|
|
|
4,529
|
|
|
Vietnam(2.3)
|
PT POSMI Steel Indonesia (POSMI)
|
|
Steel service
center
|
|
|
12,600
|
|
|
|
1,193
|
|
|
|
3,579
|
|
|
|
4,772
|
|
|
|
37.87
|
|
|
Posteel (28.40)
|
|
|
8,380
|
|
|
Indonesia(2)
|
F-17
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of
|
|
|
Percentage of
|
|
|
|
|
|
|
|
Primary
|
|
Outstanding
|
|
|
Number of Shares
|
|
|
Ownership
|
|
|
Ownership of
|
|
|
|
|
|
Investees
|
|
Business
|
|
Shares
|
|
|
POSCO
|
|
|
Subsidiaries
|
|
|
Total
|
|
|
(%)
|
|
|
Subsidiaries (%)
|
|
Net Assets(1)
|
|
|
Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In millions of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Korean won)
|
|
|
|
|
POSCO Bioventures LP.
|
|
Investment in
companies in
the bio-tech
industry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00
|
|
|
POSAM(100.00)
|
|
|
35,190
|
|
|
USA(3.4)
|
CAML Resources Pty. Ltd.
|
|
Material
processing
|
|
|
9,715
|
|
|
|
|
|
|
|
3,239
|
|
|
|
3,239
|
|
|
|
33.34
|
|
|
POSA(33.34)
|
|
|
43,912
|
|
|
Australia(2)
|
Nickel Mining Company SAS
|
|
Material
processing
|
|
|
6,601,426
|
|
|
|
3,234,698
|
|
|
|
|
|
|
|
3,234,698
|
|
|
|
49.00
|
|
|
|
|
|
409,431
|
|
|
New
Caledonia(2)
|
Liaoning Rongyuan Posco Refractories Co., Ltd.
|
|
Manufacturing
and sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35.00
|
|
|
POSREC (35.00)
|
|
|
4,203
|
|
|
China(2.3)
|
Hubei Huaerliang POSCO Silicon Science & Technology
Co., Ltd.
|
|
Material
processing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.00
|
|
|
POSCO-China
(30.00)
|
|
|
14,609
|
|
|
China(2.3)
|
An khanh New City Development
|
|
Construction
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50.00
|
|
|
POSCO E&C (50.00)
|
|
|
21,787
|
|
|
Vietnam(2.3)
|
Henan Tsingpu Ferro Alloy Co., Ltd.
|
|
Material
processing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49.00
|
|
|
Zhangjiagang STS
(49.00)
|
|
|
15,827
|
|
|
China(2.3)
|
Zhongyue POSCO (Qinhuangdau) Tinplate Industrial Co., Ltd.
|
|
Specialty steel
manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34.00
|
|
|
POSCO-China (10.00)
|
|
|
29,672
|
|
|
China(2.3)
|
BX Steel POSCO Cold Rolled sheet Co., Ltd.
|
|
Steel
manufacturing
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25.00
|
|
|
|
|
|
207,462
|
|
|
China(3)
|
|
|
|
(1) |
|
Net assets of the Companys overseas subsidiaries are
translated at the exchange rate as of the balance sheet date. |
|
(2) |
|
Although the Company owns over 30% equity interest in these
investees, the Company is not their major shareholder. They were
therefore excluded from consolidation. |
|
(3) |
|
No shares have been issued in accordance with the local laws and
regulations. |
|
(4) |
|
The Company owns 100% equity interest in POSCO Bioventures LP.
However, due to an agreement with POSCO Bioventures LP., which
prohibits the Company from engaging in management activities,
POSCO Bioventures LP. was excluded from consolidation. |
F-18
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Subsidiaries
or Investees Excluded from the Consolidated Financial
Statements
|
|
|
|
|
|
|
Location
|
|
Investees
|
|
Country
|
|
Reason
|
|
Domestic
|
|
POSWITH Co., Ltd
|
|
Korea
|
|
Small company
|
|
|
Busan-Gimhae Light Rail Transit Co., Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
Pohang Water Environment
|
|
Korea
|
|
Non-majority control
|
|
|
Pajoo & Viro
|
|
Korea
|
|
Non-majority control
|
|
|
Incheon-Gimpo Highway
|
|
Korea
|
|
Non-majority control
|
|
|
Suwon Green Environment.Co., Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
Uisinseol LRT Co. Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
Green Cheonan Co., Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
Garolim Tidal Power Plant Co., Ltd
|
|
Korea
|
|
Non-majority control
|
|
|
Green Jangryang Co., Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
PHP Co., Ltd.
|
|
Korea
|
|
Small company
|
|
|
Taegisan Wind Power Corporation
|
|
Korea
|
|
Small company
|
|
|
Innovalley co., Ltd.
|
|
Korea
|
|
Non-majority control
|
|
|
POSBRO Co., Ltd
|
|
Korea
|
|
Small company
|
|
|
Applied Science Corp.
|
|
Korea
|
|
Small company
|
|
|
Sentech Korea Corp.
|
|
Korea
|
|
Small company
|
|
|
AROMA POSTECH RENEWABLE ENERGY,CO., LTD.
|
|
Korea
|
|
Non-majority control
|
|
|
KOREASOLARPARK CO., Ltd.
|
|
Korea
|
|
Small company
|
|
|
HJ photovoltaics, Inc.
|
|
Korea
|
|
Small company
|
Overseas
|
|
POSK Steel Processing center Co., Ltd. (POSK-PPC)
|
|
China
|
|
Small company
|
|
|
POSCO Poland Steel Processing Center (POSCO-PWPC)
|
|
Poland
|
|
Small company
|
|
|
POSCO-SAMSUNG-SUZHOU Processing Center Co. (POSS-SZPC)
|
|
China
|
|
Small company
|
|
|
POSCO (Chongqing) Automotive Processing Center (POSCO-CCPC)
|
|
China
|
|
Small company
|
|
|
POSCO Mexico Human Tech
|
|
Mexico
|
|
Small company
|
|
|
POSCO-SAMSUNG-Slovakia Processing Center Co., Ltd. (POSS-SLPC)
|
|
Slovakia
|
|
Small company
|
|
|
Europe Steel Distribution Center (POSCO-ESDC, Logistics, Trading
and Investment d.o.o)
|
|
Slovenia
|
|
Small company
|
|
|
HAMOS
|
|
Vietnam
|
|
Small company
|
|
|
United Spiral Pipe (USP)
|
|
USA
|
|
Small company
|
|
|
PT. POSNESIA
|
|
Indonesia
|
|
Under liquidation
|
|
|
POSCO E&C Nigeria Ltd.
|
|
Nigeria
|
|
Small company
|
|
|
POSCO E&C India Private Ltd.
|
|
India
|
|
Small company
|
|
|
VECTUS Limited
|
|
UK
|
|
Small company
|
|
|
POSCO Philippine Manila Processing Center Inc.
(POSCO-PMPC)
|
|
Philippine
|
|
Small company
|
|
|
Dalian Poscon Dongbang Automatic Co., Ltd
|
|
China
|
|
Small company
|
|
|
POSDATA-China
|
|
China
|
|
Small company
|
|
|
Miller Pohang Coal Company Pty Ltd. (MPCC)
|
|
Australia
|
|
Small company
|
|
|
Qingdao Posco Steel Processing Co., Ltd
|
|
China
|
|
Small company
|
Overseas
|
|
Zhangjiagang BLZ Pohang International Trading CO., Ltd.
|
|
China
|
|
Small company
|
|
|
Yingkou Posrec Refractories Co., Ltd.
|
|
China
|
|
Small company
|
|
|
Zhangjiagang Pohang Refractories Co., Ltd.
|
|
China
|
|
Small company
|
|
|
San Pu Trading Co. Ltd
|
|
China
|
|
Small company
|
|
|
POSCO SeAH Steel Wire(Nantong) Oo., Ltd
|
|
China
|
|
Small company
|
|
|
POSCO-JYPC Co., Ltd.
|
|
Japan
|
|
Small company
|
|
|
HK Lamination(M)SDN. BHD
|
|
Hongkong
|
|
Small company
|
F-19
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Change
in Scope of Consolidation
The consolidated financial statements for 2007 include the
accounts of Meta Polis Co., Ltd. and POSCO E&C (Beijing)
Co., Ltd. as their total assets exceeded
W7,000 million as of December 31,
2006. Myanmar POSCO Steel Co., Ltd. is included in the
consolidated financial statements for 2007 as it has
re-commenced its operations. The Company established
POSCO-Mexico Co., Ltd., POSS Delhi Steel Processing Centre Pvt.
Ltd., POS-NP Pty. Ltd., and POSCO Vietnam Processing Center Co.,
Ltd., and acquired POSCORE Co., Ltd., and Suzhou POSCORE during
2007 and have included their results in the consolidated
financial statements for 2007. In addition, POSMMIT Steel Centre
SDN BHD and POS-OPC Co., Ltd. (Fujiura Butsuryu Center Co.,
Ltd.) are included in the consolidated financial statements as
the Companys ownership effectively exceeded 50% through
additional increase in capital.
As a result, the total assets, shareholders equity, sales,
and net income of the consolidated financial statements as of
and for the year ended December 31, 2007, increased by
W828,643 million,
W350,395 million,
W467,880 million, and
W5,860 million, respectively.
|
|
2.
|
Summary
of Significant Accounting Policies
|
The significant accounting policies followed by the Company in
the preparation of its consolidated financial statements for
December 31, 2007, are summarized below:
Basis
of Consolidated Financial Statements Presentation
POSCO and its domestic subsidiaries maintain their accounting
records in Korean won and prepare statutory financial statements
in the Korean language (Hangul) in conformity with accounting
principles generally accepted in the Republic of Korea. Certain
accounting principles applied by the Company that conform with
financial accounting standards and accounting principles in the
Republic of Korea may not conform with generally accepted
accounting principles in other countries. The accompanying
consolidated financial statements have been condensed,
restructured and translated into English from the Korean
language consolidated financial statements. Certain information
attached to the Korean language consolidated financial
statements, but not required for a fair presentation of POSCO
and its domestic subsidiaries financial position, results
of operations or cash flows, is not presented in the
accompanying consolidated financial statements.
Accounting
Estimates
The preparation of the consolidated financial statements
requires management to make estimates and assumptions that
affect amounts reported therein. Although these estimates are
based on managements best knowledge of current events and
actions that the Company may undertake in the future, actual
results may differ from those estimates.
Application
of the Statements of Korean Financial Accounting
Standards
The Korean Accounting Standards Board has published a series of
Statements of Korean Financial Accounting Standards
(SKFAS), which will gradually replace the existing
financial accounting standards, established by the Korean
Financial and Supervisory Commission. The Company has adopted
SKFAS No. 1 through No. 25, except No. 14 and
No. 24, in its financial statements as of and for the year
ended December 31, 2007. Significant accounting policies
adopted by the Company for the annual financial statement are
identical to the accounting policies followed by the Company for
the annual financial statements for the year ended
December 31, 2006, except for SKFAS Nos. 11, 21 through
25, which became effective for the Company on
January 1, 2007.
F-20
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following new SKFAS have become effective for accounting
periods beginning on or after January 1, 2007:
|
|
|
|
|
SKFAS No. 11, Discontinued Operations
|
|
|
|
SKFAS No. 21, Preparation and Presentation of Financial
Statements I
|
|
|
|
SKFAS No. 22, Share-based Payments
|
|
|
|
SKFAS No. 23, Earnings Per Share
|
|
|
|
SKFAS No. 25, Consolidated Financial Statements
|
In accordance with SKFAS No. 21, Preparation and
Presentation of Financial Statements I, the Companys
financial statements include the statements of changes in
shareholders equity. The Company classified its capital
adjustments account into capital adjustments and accumulated
other comprehensive income and expense, and also disclosed the
details of its comprehensive income in the notes to the
financial statements. In addition, the Company disclosed its
earnings per share on the face of its statements of income.
Certain prior year accounts, presented herein for comparative
purposes, have been reclassified to conform to current
years financial statement presentation. Such
reclassification does not impact the net income or net assets
reported in the prior year.
Principles
of Consolidation
The accompanying consolidated financial statements include the
accounts of POSCO and its controlled subsidiaries. All
significant intercompany transactions and balances have been
eliminated during consolidation.
The Company records differences between the investment account
and corresponding capital account of subsidiaries as goodwill or
negative goodwill, and such differences are amortized over the
estimated useful lives using the straight-line method. However,
differences which occur from additional investments acquired in
consolidated subsidiaries are reported in a separate component
of shareholders equity, and are not included in the
determination of the results of operations. The Company records
the equity of the consolidated subsidiaries, which is not
included in the equity of the controlling company, as a minority
interest in consolidated subsidiaries.
Cash
and Cash Equivalents, and Financial Instruments
Cash and cash equivalents include cash on hand, cash in banks,
and highly liquid temporary cash investments with original
maturities of three months or less. Investments which are
readily convertible into cash within four months or more of
purchase are classified in the balance sheet as financial
instruments. The carrying amount of short-term financial
instruments approximates fair value.
Revenue
Recognition
Revenue from the sale of products is recognized when title and
the significant risks and rewards of ownership have been
transferred to the buyer, which is generally upon physical
delivery. The Company deems delivery to have occurred upon
shipment or upon delivery, depending upon shipping terms of the
transaction. No revenue is recognized if there are significant
uncertainties regarding collectibility of the amount due,
associated costs or the possible return of goods.
Revenue is measured at the fair value of the consideration
received or receivable and represents amounts due for goods and
services provided in the normal course of business, net of
discounts, VAT and other sales related taxes.
Revenue from construction and other services are generally
recognized using the percentage-of-completion method.
F-21
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Allowance
for Doubtful Accounts
The Company provides an allowance for doubtful accounts based on
managements estimate of the collectibility of individual
accounts and historical collection experience.
Inventories
The quantity of inventory on hand is verified using the
perpetual inventory system, which continuously updates the
quantity of the inventory during the period, and by physical
count as of the balance sheet date. Inventories are stated at
the lower of cost or market, with cost being determined using
the moving-average method, except for
materials-in-transit,
which are stated at actual cost using the specific
identification method. If the net realizable value of
inventories (current replacement cost for raw materials) is
lower than its cost, the carrying amount is reduced to the net
realizable value and the difference between the cost and
revalued amount is charged to current operations. If, however,
the circumstances which caused the valuation loss ceased to
exist, causing the market value to rise above the carrying
amount, the valuation loss is reversed limited to the original
carrying amount before valuation. The said reversal is a
deduction from cost of sales. For certain other subsidiaries,
inventories are stated at the lower of cost or market, generally
with cost being determined using the gross average method,
moving-average method or
first-in,
first-out (FIFO) method. Individual accounting policies on
inventories of POSCO and each subsidiary are enumerated on pages
34 and 35.
Investments
in Securities
The Company accounts for equity and debt securities under the
provision of SKFAS No. 8, Investments in Securities.
This statement requires investments in equity and debt
securities to be classified into three categories: trading,
available-for-sale and held-to-maturity.
Securities that are bought and held principally for near-term
sale to generate profits from short-term price differences are
classified as trading. Trading generally involves active and
frequent buying and selling. Debt securities that have fixed or
determinable payments and fixed maturity shall be classified as
held-to-maturity only if the reporting entity has both the
positive intent and ability to hold those securities to
maturity. Securities that are not classified as either
held-to-maturity securities or trading securities are classified
into available-for-sale.
Securities are initially carried at cost, including incidental
expenses, with cost being determined using the gross average
method or moving-average method. Debt securities, which the
Company has the intent and ability to hold to maturity, are
generally carried at cost, adjusted for the amortization of
discounts or premiums. Premiums and discounts on debt securities
are amortized over the term of the debt using the effective
interest rate method. Trading and available-for-sale securities
are carried at fair value, except for non-marketable securities
classified as available-for-sale securities, which are carried
at cost. Non-marketable debt securities are carried at a value
using the present value of future cash flows, discounted at a
reasonable interest rate determined considering the credit
ratings by the independent credit rating agencies.
Unrealized valuation gains or losses on trading securities are
charged to current operations, and those resulting from
available-for-sale securities are recorded as a capital
adjustment, the accumulated amount of which shall be charged to
current operations when the related securities are sold, or when
an impairment loss on the securities is recognized. Impairment
losses are recognized in the statement of income when the
recoverable amounts are less than the acquisition costs of
securities or adjusted costs of debt securities for the
amortization of discounts or premiums.
Investments
in Affiliates
Investments in equity securities of companies, over which the
Company exercises a significant control or influence, are
recorded using the equity method of accounting. Under the equity
method, the Company records changes in its proportionate
ownership in the book value of the investee in current
operations, as capital adjustment
F-22
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
or as adjustments to retained earnings, depending on the nature
of the underlying change in the book value of the investee. The
Company discontinues the equity method of accounting for
investments in equity method investees when the Companys
share in the accumulated losses equals the cost of the
investments, and until the subsequent cumulative changes in its
proportionate net income of the investees equals its cumulative
proportionate net losses not recognized during the periods when
the equity method was suspended. If the book value of the
investee has changed due to the capital increase of the
investee, net losses not recognized in the prior periods are
reflected in equity method investment securities as an
adjustment to retained earnings.
Differences between the initial purchase price and the
Companys initial proportionate ownership in the net book
value of the investee are amortized over the period, not to
exceed 20 years, using the straight-line method. However,
in case of the investee which is also a subsidiary of the
Company, if the additional investment results in the change in
the ownership percentage, the difference between the change in
the proportionate ownership in the book value of the investee
and additional investment is recorded as capital adjustment.
The Companys proportionate unrealized profit arising from
sales by the Company to equity method investee, sales by the
equity method investees to the Company or sales between equity
method investees are eliminated to the extent of the Controlling
Companys ownership. Only unrealized profit arising from
sales by the Company to subsidiaries is fully eliminated.
Foreign currency financial statements of equity method investees
are translated into Korean won using the exchange rates in
effect as of the balance sheet date for assets and liabilities
(the exchange rates on the acquisition date for capital
accounts), and annual average exchange rates for income and
expenses. Any resulting translation gain or loss is included in
the capital adjustments account, a component of
shareholders equity.
The equity method of accounting is applied based on the most
recent available unaudited or unreviewed financial statements of
subsidiaries and affiliates. The Company believes that if the
financial statements were reviewed, differences between
unreviewed and reviewed financial statements would not have a
material effect on the financial statements of the Company.
Property,
Plant and Equipment
Property, plant and equipment are stated at cost, net of
accumulated depreciation, except for certain assets subject to
upward revaluations in accordance with the Asset Revaluation
Law. Individual depreciation methods for property, plant and
equipment of POSCO and each subsidiary are enumerated on pages
34 and 35. Depreciation is computed using the straight-line
method or declining-balance method over the estimated useful
lives of the assets, as follows:
|
|
|
|
|
Estimated
|
|
|
Useful Lives
|
|
Buildings and structures
|
|
5-60 years
|
Machinery and equipment
|
|
3-25 years
|
Tools
|
|
4-10 years
|
Vehicles
|
|
3-10 years
|
Furniture and fixtures
|
|
3-10 years
|
The acquisition cost of an asset consists of its purchase price
and any directly attributable cost of bringing the asset to
working condition for its intended use. When the estimated cost
of dismantling and removing the asset and restoring the site,
after the termination of the assets useful life, meets the
criteria for the recognition of provisions, the present value of
the estimated expenditure shall be included in the cost of the
asset.
Subsequent expenditure on property, plant and equipment shall be
capitalized only when it increases future economic benefits
beyond its most recently assessed standard of performance; all
other subsequent expenditures shall be recognized as an expense
in the period in which they are incurred.
F-23
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Intangible
Assets
Intangible assets are stated at acquisition cost, including
incidental expenses, net of accumulated amortization.
Amortization is computed using the straight-line method over the
estimated useful lives as described below.
|
|
|
|
|
|
|
Estimated
|
|
|
|
Useful Lives
|
|
|
Goodwill
|
|
|
5 years
|
|
Negative goodwill
|
|
|
5-10 years
|
|
Intellectual property rights
|
|
|
5-10 years
|
|
Port facilities usage rights
|
|
|
1-75 years
|
(2)
|
Land Usage Right
|
|
|
20-50 years
|
(2)
|
Deferred development expenses(1)
|
|
|
|
|
Long-term power capacity rights
|
|
|
Contract term
|
|
Other intangible assets
|
|
|
2-25 years
|
|
|
|
|
(1) |
|
The costs incurred in relation to the development of new
products and new technologies, including the development cost of
internally used software and related costs, are recognized and
recorded as development costs only if it is probable that future
economic benefits that are attributable to the asset will flow
into the entity and the cost of the asset can be measured
reliably. The useful life of development costs is based on its
estimated useful life, not to exceed 20 years from the date
when the asset is available for use. |
|
(2) |
|
Port facilities usage rights and land usage right with estimated
useful lives of 20 years or more, and which represent the
rights to use certain port facilities and land, are amortized
over the term of exclusive rights. |
As of December 31, 2007, port facilities usage rights are
related to the quay and inventory yard donated by POSCO in April
1987 to the local bureaus of the Maritime Affairs and Fisheries
in Kwangyang, Pohang, Pyoungtaek and Masan. The Company
recognized the electricity supply contract, entered into with
Korea Electric Power Corporation by POSCO Power Corp., as an
identifiable intangible asset. The fair value of the contract
rights is recorded as long-term electricity supply contract
rights as of the balance sheet date.
Discounts
on Debentures
Discounts on debentures are amortized over the term of the
debenture using the effective interest rate method. The discount
is reported on the balance sheet as a direct deduction from the
face amount of the debenture. Amortization of the discount is
treated as an interest expense.
Government
Grants
POSCO and domestic subsidiaries accounted for the government
grants intended to be used for the acquisition of certain assets
as deduction from the cost of the acquired assets. Before the
acquisition of the assets specified by the grant, the amounts
are recognized as a deduction from the account under which the
asset to be acquired is to be recorded, or from the other assets
acquired as a temporary investment of the grant received.
The government grants, contributed to compensate for specific
expenses, are offset against the related expenses. Other
government grants, for which the use or purpose is not
specified, are recorded as gains from assets contributed, and
are recognized in current operations.
Valuation
of Assets and Liabilities at Present Value
POSCO and domestic subsidiaries value long-term loans receivable
and long-term trade accounts and notes receivable at their
present value as discounted at an appropriate discount rate.
Discounts are amortized using the effective interest rate method
and recognized as an interest income over the life of the
related assets.
F-24
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Restructuring
of Receivables
The Company recognizes losses on doubtful receivables from
financially troubled companies being restructured under work-out
plans or other similar rescheduling agreements if the total
discounted future cash receipts of such receivables as specified
under the modified terms of the work-out plans or other similar
rescheduling agreements are less than the nominal amount of the
receivables.
Accrued
Severance Benefits
Employees and directors with at least one year of service are
entitled to receive a lump-sum payment upon termination of their
employment, based on their length of service and rate of pay at
the time of termination. Accrued severance benefits represent
the amount which would be payable assuming all eligible
employees and directors were to terminate their employment as of
the balance sheet date. In addition, in accordance with the
applicable laws and regulations, POSAM and 42 other overseas
subsidiaries recorded the amount, which would be payable to
employees at the time of termination, as accrued severance
benefits.
POSCO and domestic subsidiaries have partially funded the
accrued severance benefits through group severance insurance
deposits with Samsung Life Insurance Company and others. The
amounts funded under these insurance deposits are classified as
a deduction from the accrued severance benefits liability.
Subsequent accruals are to be funded at the discretion of the
companies.
The Company made deposits to the National Pension Service in
accordance with the National Pension Act of the Republic of
Korea. The use of the deposit is restricted to the payment of
severance benefits. Accordingly, accrued severance benefits in
the accompanying balance sheet are presented net of this deposit.
Derivative
Instruments
Derivative instruments are presented as assets or liabilities
valued principally at the fair value of the rights or
obligations associated with the derivative contracts. The
unrealized gain or loss from a derivative transaction with the
purpose of hedging the exposure to changes in the fair value of
a recognized asset or liability or unrecognized firm commitment
is recognized in current operations. For a derivative instrument
with the purpose of hedging the exposure to the variability of
cash flows of a recognized asset or liability or a forecasted
transaction, the hedge-effective portion of the derivative
instruments gain or loss is deferred as another
comprehensive income in equity. The ineffective portion of the
gain or loss is charged or credited to current operations.
Derivative instruments that do not meet the criteria for hedge
accounting, or contracts for which the Company has not elected
hedge accounting are measured at fair value with unrealized
gains or losses reported in current operations.
Lease
Transactions
The Company accounts for lease transactions as either operating
leases or capital leases, depending on the terms of the
underlying lease agreement. Machinery and equipment, acquired
under capital lease agreements, are recorded at cost as
property, plant and equipment, and depreciated using the
straight-line method over their estimated useful lives. In
addition, the aggregate lease payments are recorded as
obligations under capital leases, net of accrued interest.
Accrued interest is amortized over the lease period using the
effective interest rate method.
Machinery and equipment acquired under operating lease
agreements are not included in property, plant and equipment.
The related lease rentals are charged to expense when incurred.
Foreign
Currency Translation
Monetary assets and liabilities denominated in foreign
currencies are translated into Korean won at the exchange rates
in effect at the balance sheet date, and resulting translation
gains and losses are recognized in current operations.
F-25
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Translation
of Foreign Operations
Foreign currency assets and liabilities of the Companys
overseas business branches and offices are translated at the
exchange rate as of the balance sheet date, and income and
expenses are translated at the weighted-average exchange rate of
the reporting period. Gains or losses on translation are offset,
and the net amount is recognized as an overseas operations
translation debit or credit in the capital adjustments account.
Overseas operations translation credit or debit is treated as an
extraordinary gain or loss upon closing the foreign branch or
office.
Reclassification
of Prior Year Consolidated Financial Statement
Presentation
Certain amounts in consolidated financial statements as of and
for the year ended December 31, 2006, have been
reclassified to conform to the December 31, 2007
consolidated financial statement presentation. These
reclassifications had no effect on previously reported net
income or shareholders equity.
Income
Taxes
The company estimates tax expenses as the sum of current income
taxes imposed and any accrued taxes which is adjusted for
changes in deferred taxes. The Company recognizes deferred
income taxes for anticipated future tax consequences resulting
from temporary differences between amounts reported for
financial reporting and income tax purposes. Deferred income tax
assets and liabilities are computed on such temporary
differences by applying enacted statutory tax rates applicable
to the years when such differences are expected to reverse.
Deferred tax assets are recognized when it is more likely that
such deferred tax assets will be realized. Income tax effect of
temporary differences is reflected as income tax expenses in the
period incurred, and income tax effect of temporary differences
in relation to item in shareholders equity is directly
reflected in the related shareholders equity account. The
total income tax provision includes the current income tax
expense under applicable tax regulations and the change in the
balance of deferred income tax assets and liabilities during the
year.
Deferred tax assets and liabilities in the balance sheet are
classified into current and non-current portion, and within each
classification, deferred tax assets and deferred tax liabilities
are offset and recorded.
Impairment
of Assets
The Company assesses the potential impairment of assets which
are not recorded at fair value when there is evidence that
events or changes in circumstances have made the recovery of an
assets carrying value to be unlikely. The carrying value
of the assets is reduced to the estimated realizable value, and
an impairment loss is recorded as a reduction in the carrying
value of the related asset and charged to current operations.
However, the recovery of the impaired assets is recorded in
current operations up to the cost of the asset, net of
accumulated depreciation or amortization, if any, before
impairment, when the estimated value of the assets exceeds the
carrying value after impairment.
Capitalization
of Financing Expenses
Financing expense on borrowings associated with certain
qualifying assets during the construction period that meet
certain criteria for capitalization can be either capitalized or
expensed as incurred. The Company chooses to expense as a
financing expense the cost of manufacturing, acquisition, and
construction of property, plant, and equipment that require more
than one year to complete from the initial date to the date of
the estimated completion of the manufacturing, acquisition and
construction.
Contingent
Liabilities
When there is a probability that an outflow of economic benefits
will occur due to a present obligation resulting from a past
event, and whose amount is reasonably estimable, a corresponding
amount of provision is recognized in the financial statements.
However, when such outflow or inflow is dependent upon a future
event, is
F-26
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
not certain to occur, or cannot be reliably estimated, a
disclosure regarding the contingent liability in case of an
outflow, or the contingent asset in case of an inflow, is made
in the notes to the financial statements.
Sale
of Receivables
The Company sells or discounts certain amounts or notes
receivable to financial institutions and accounts for these
transactions as sale of the receivables if the rights and
obligations relating to the receivables sold are substantially
transferred to the buyers. The losses from the sale of the
receivables are charged to operations as incurred.
Treasury
Stock
In accordance with the cost method, the acquisition cost of the
Companys treasury stocks are recorded as an adjustment to
shareholders equity. Gain on disposal of treasury stock is
recorded as other capital surplus and loss on disposal of
treasury stock is first deducted from gain on disposal of
treasury stock recorded in other capital surplus, recording the
balance as capital adjustments and then offset against retained
earnings in accordance with the order of disposition of deficit.
Stock
Appreciation Rights
Compensation expense for stock appreciation rights, either
partially or fully vested, is recorded based on the differences
between the base unit price at the date of grant and the moving
weighted average of quoted market price at the end of the period
proportionally recognized over the vesting period and adjusted
for previous recognized expense.
Basic
Earnings Per Share
Basic earnings per share is computed by dividing net income
allocated to common stock by the weighted average number of
common shares outstanding during the year.
United
States Dollar Amounts
The Company operates primarily in Korean won and its accounting
records are maintained in Korean won. The U.S. dollars
amounts, provided herein, represent supplementary information,
solely for the convenience of the reader. All won amounts are
expressed in U.S. dollars at US$1:
W935.80, the US Federal Reserve Bank of
New York noon buying exchange rate in effect on
December 31, 2007. The U.S. dollar amounts are
unaudited and are not presented in accordance with accounting
principles generally accepted in either the Republic of Korea or
the United States, and should not be construed as a
representation that the won amounts shown could be readily
converted, realized or settled in U.S. dollars at this or
any other rate.
Cost determination methods for inventories and depreciation
methods for property, plant and equipment of POSCO and its
controlled subsidiaries are as follows:
|
|
|
|
|
|
|
|
|
Depreciation of Property,
|
Company
|
|
Inventories(1)
|
|
Plant and Equipment
|
|
POSCO
|
|
Moving-average method
|
|
Straight-line method
|
POSCO E & C
|
|
|
|
|
Posteel Co., Ltd.
|
|
|
|
|
POSCON Co., Ltd.
|
|
|
|
Straight-line method,
Declining-balance method
|
F-27
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
Depreciation of Property,
|
Company
|
|
Inventories(1)
|
|
Plant and Equipment
|
|
Pohang Coated Steel Co., Ltd.
|
|
Gross average method
|
|
Straight-line method
|
POSCO Machinery & Engineering Co., Ltd.
|
|
Moving-average method
|
|
|
POSDATA Co., Ltd.
|
|
|
|
|
POSCO Research Institute
|
|
N/A
|
|
|
Seung Kwang Co., Ltd.
|
|
Gross average method
|
|
Straight-line method,
Declining-balance method
|
POS-AC Co., Ltd.
|
|
N/A
|
|
|
Posco Specialty Steel Co., Ltd.
|
|
Moving-average method
|
|
Straight-line method
|
POSCO Machinery Corp.
|
|
|
|
|
POSTECH Venture Capital Co., Ltd.
|
|
N/A
|
|
Declining-balance method
|
POSCO Refractories & Environment
Company Ltd. (POSREC)
|
|
Moving-average method
|
|
Straight-line method,
Declining-balance method
|
POSCO Terminal Co., Ltd.
|
|
|
|
|
Metapolis Co., Ltd.
|
|
|
|
Declining-balance method
|
Posmate Co., Ltd.
|
|
N/A
|
|
|
Samjung Packing & Aluminum Co., Ltd.
|
|
Moving-average method
|
|
Straight-line method,
Declining-balance method
|
POSCO Power Corp.
|
|
|
|
Straight-line method
|
Postech 2006 Energy Fund
|
|
N/A
|
|
N/A
|
POSCO America Corp. (POSAM)
|
|
Moving-average method
|
|
N/A
|
POSCO Australia Pty. Ltd. (POSA)
|
|
Gross average method
|
|
|
POSCO Canada Ltd. (POSCAN)
|
|
|
|
Straight-line method,
Unit of production method
|
POSCAN Elkview Coal Ltd.
|
|
N/A
|
|
N/A
|
POSCO Asia Co., Ltd. (POA)
|
|
|
|
Declining-balance method
|
VSC POSCO Steel Corporation (VPS)
|
|
Moving-average method
|
|
Straight-line method
|
DALIAN POSCO CFM Coated Steel Co., Ltd.
|
|
|
|
|
POS-Tianjin Coil Center Co., Ltd.
|
|
|
|
|
POSMETAL Co., Ltd.
|
|
|
|
|
Shanghai Real Estate Development Co., Ltd.
|
|
N/A
|
|
|
IBC Corporation
|
|
Specific identification method
|
|
|
POSLILAMA Steel Structure Co., Ltd.
|
|
Moving-average method
|
|
|
Zhangjiagang Pohang Stainless Steel Co., Ltd.
|
|
|
|
|
POSCO(Guangdong) Coated Steel Co., Ltd.
|
|
|
|
|
POSCO-Thailand Co., Ltd.
|
|
|
|
|
Myanmar POSCO Steel Co., Ltd.
|
|
|
|
|
Zhangjiagang POSHA Steel Port Co., Ltd.
|
|
|
|
|
POS-OPC Co., Ltd.(Fujiura Butsuryu Center Co., Ltd.)
|
|
Specific identification method
|
|
|
POSCO Investment Co., Ltd.
|
|
N/A
|
|
|
POSMMIT Steel Centre SDN BHD
|
|
Moving-average method
|
|
|
Qingdao Pohang Stainless Steel Co., Ltd.
|
|
|
|
|
F-28
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
Depreciation of Property,
|
Company
|
|
Inventories(1)
|
|
Plant and Equipment
|
|
POSCO (Suzhou) Automotive Processing Center Co., Ltd.
|
|
Moving-average method
|
|
Straight-line method
|
POSEC-Hawaii Inc.
|
|
N/A
|
|
|
POS-Qingdao Coil Center Co., Ltd.
|
|
Moving-average method
|
|
|
POSCO-China Holding Corp.
|
|
N/A
|
|
|
POS-ORE Pty. Ltd.
|
|
Gross average method
|
|
|
POSCO-Japan Co., Ltd.
|
|
|
|
|
POSCO E&C (Zhangjiagang)
|
|
|
|
|
Engineering & Consulting Co., Ltd.
|
|
|
|
|
POS-GC Pty. Ltd.
|
|
|
|
|
POS-CD Pty. Ltd.
|
|
|
|
|
POSCO-India Private Ltd.
|
|
N/A
|
|
|
POS-India Steel Processing Centre Pvt. Ltd.
|
|
Specific identification method
|
|
|
POS-NPC Co., Ltd.
|
|
Moving-average method
|
|
|
POSCO-Foshan Steel Processing Center Co., Ltd.
|
|
Specific identification method
|
|
|
POS-MPC S.A. de C.V.
|
|
|
|
|
Zhangjigang Pohang Port Co., Ltd.
|
|
N/A
|
|
|
POSCO-Vietnam Co., Ltd.
|
|
Moving-average method
|
|
|
POSCO E&C (Beijing) Co., Ltd.
|
|
Specific identification method
|
|
|
POSCO-Mexico Co., Ltd.
|
|
N/A
|
|
|
POSS Delhi Steel Processing Centre Pvt. Ltd.
|
|
Specific identification method
|
|
|
POS-NP Pty. Ltd.
|
|
Gross average method
|
|
|
POSCO Vietnam Processing Center Co., Ltd.
|
|
Specific identification method
|
|
|
Suzhou POSCORE
|
|
Moving-average method
|
|
|
|
|
|
(1) |
|
Specific identification method is used for
materials-in-transit. |
F-29
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
3.
|
Cash and
Cash Equivalents, and Financial Instruments
|
Cash and cash equivalents, and short-term and long-term
financial instruments as of December 31, 2007 and 2006,
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Interest
|
|
|
|
|
|
|
|
|
Rate (%)
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
Cash on hand and bank deposits
|
|
0.00 ~2.00
|
|
W
|
95,292
|
|
|
W
|
19,925
|
|
Checking accounts
|
|
|
|
|
16,103
|
|
|
|
4,123
|
|
Corporate bank deposits
|
|
0.00 ~6.25
|
|
|
558,267
|
|
|
|
18,541
|
|
Time deposits in foreign currency and others
|
|
2.02 ~5.05
|
|
|
286,679
|
|
|
|
567,333
|
|
Maintained by overseas affiliates
|
|
0.00 ~12.00
|
|
|
336,487
|
|
|
|
326,498
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,292,828
|
|
|
|
936,420
|
|
Less : Government grants
|
|
|
|
|
(247
|
)
|
|
|
(131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,292,581
|
|
|
W
|
936,289
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term financial instruments
|
|
|
|
|
|
|
|
|
|
|
Time deposits
|
|
1.00 ~6.50
|
|
W
|
839,257
|
|
|
W
|
473,710
|
|
Installment accounts
|
|
3.00 ~4.50
|
|
|
160
|
|
|
|
1,534
|
|
Specified money in trust
|
|
5.00 ~6.25
|
|
|
3,002
|
|
|
|
20,447
|
|
Certificates of deposit
|
|
5.20 ~7.06
|
|
|
769,430
|
|
|
|
199,000
|
|
Commercial papers
|
|
5.91 ~5.91
|
|
|
14,587
|
|
|
|
20,220
|
|
Others
|
|
0.50 ~7.06
|
|
|
54,902
|
|
|
|
127,591
|
|
Maintained by overseas affiliates
|
|
2.25 ~8.50
|
|
|
61,741
|
|
|
|
24,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,743,079
|
|
|
W
|
867,310
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term financial instruments
|
|
|
|
|
|
|
|
|
|
|
Installment accounts
|
|
5.00 ~6.00
|
|
W
|
16,952
|
|
|
W
|
11,212
|
|
Guarantee deposits for opening accounts
|
|
|
|
|
113
|
|
|
|
116
|
|
Others
|
|
|
|
|
|
|
|
|
1,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
17,065
|
|
|
W
|
12,339
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007, the Companys financial
assets amounting to W10,185 million (2006:
W18,138 million) are pledged as
collaterals and accordingly, withdrawal of such financial assets
is restricted. The financial assets pledged as collaterals
include short-term financial instruments amounting to
W4,932 million and
W5,565 million as of December 31,
2007 and 2006, respectively, and long-term financial instruments
of W8,013 million as of December 31,
2006, in relation to performance guarantee deposits, short-term
borrowings and long-term debts, and others; short-term financial
instruments amounting to W5,140 million
(2006: W4,444 million) in relation to
government-appropriated projects; and long-term financial
instruments amounting to W113 million
(2006: W116 million) in relation to
maintaining deposits for opening checking accounts
(Note 13).
F-30
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Trading securities as of December 31, 2007 and 2006, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Beneficiary certificates
|
|
W
|
1,285,650
|
|
|
W
|
1,985,888
|
|
Corporate bond
|
|
|
|
|
|
|
14,118
|
|
Money market fund
|
|
|
1,289
|
|
|
|
641
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,286,939
|
|
|
W
|
2,000,647
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Accounts
and Notes Receivable, and Others
|
Accounts and notes receivable, and their allowance for doubtful
accounts and present value discounts as of December 31,
2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Trade accounts and notes receivable
|
|
W
|
4,290,213
|
|
|
W
|
3,723,033
|
|
Less: Allowance for doubtful accounts
|
|
|
(254,417
|
)
|
|
|
(231,214
|
)
|
Present value discount
|
|
|
(194
|
)
|
|
|
(159
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,035,602
|
|
|
W
|
3,491,660
|
|
|
|
|
|
|
|
|
|
|
Other accounts and notes receivable
|
|
W
|
248,601
|
|
|
W
|
285,919
|
|
Less: Allowance for doubtful accounts
|
|
|
(33,287
|
)
|
|
|
(38,572
|
)
|
Present value discount
|
|
|
(358
|
)
|
|
|
(542
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
214,956
|
|
|
W
|
246,805
|
|
|
|
|
|
|
|
|
|
|
Long-term trade accounts and notes receivable
|
|
W
|
58,411
|
|
|
W
|
57,567
|
|
Less: Allowance for doubtful accounts
|
|
|
(16,187
|
)
|
|
|
(9,901
|
)
|
Present value discount
|
|
|
(2,305
|
)
|
|
|
(3,319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
39,919
|
|
|
W
|
44,347
|
|
|
|
|
|
|
|
|
|
|
Long-term loans receivable
|
|
W
|
43,201
|
|
|
W
|
62,814
|
|
Less: Allowance for doubtful accounts
|
|
|
(2,650
|
)
|
|
|
(469
|
)
|
Present value discount
|
|
|
(77
|
)
|
|
|
(50
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
40,474
|
|
|
W
|
62,295
|
|
|
|
|
|
|
|
|
|
|
F-31
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Accounts stated at present value under long-term deferred
payment and others included as part of accounts and notes
receivable, and others as of December 31, 2007, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Face
|
|
|
Present Value
|
|
|
Book
|
|
|
Maturity
|
|
Discount
|
|
|
Value
|
|
|
Discount
|
|
|
Value
|
|
|
Date
|
|
Rate (%)
|
|
|
(In millions of Korean won)
|
|
Other accounts receivable
Tawryu Construction Co., Ltd.
|
|
W
|
9,418
|
|
|
W
|
114
|
|
|
W
|
9,304
|
|
|
2008
|
|
5.00
|
BNG Steel Co., Ltd.
|
|
|
10,000
|
|
|
|
747
|
|
|
|
9,253
|
|
|
2009
|
|
5.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
19,418
|
|
|
W
|
861
|
|
|
W
|
18,557
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term loans receivable
Oh Sehwan and others
|
|
W
|
306
|
|
|
W
|
41
|
|
|
W
|
265
|
|
|
2017
|
|
7.50
|
Riviera C.C
|
|
|
260
|
|
|
|
36
|
|
|
|
224
|
|
|
2011
|
|
3.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
566
|
|
|
W
|
77
|
|
|
W
|
489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term trade accounts receivable
BNG Steel Co., Ltd.(1)
|
|
W
|
28,259
|
|
|
W
|
3,037
|
|
|
W
|
25,222
|
|
|
20082009
|
|
8.60
|
Others
|
|
|
27,888
|
|
|
|
2,499
|
|
|
|
25,389
|
|
|
20102016
|
|
4.706.50
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
56,147
|
|
|
W
|
5,536
|
|
|
W
|
50,611
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company provides allowance for bad debts on present value
discounts incurred from restructured receivables under work-out
plans. |
The Company computed discounts on account receivable using the
Companys weighted-average borrowing rate incurred as of
the date nearest to the Companys year end.
Valuation and qualifying accounts for allowance for doubtful
accounts for the years ended December 31, 2007, 2006 and
2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Charged to
|
|
|
Change in
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of
|
|
|
Costs and
|
|
|
Scope of
|
|
|
|
|
|
the End of
|
|
Description
|
|
Period
|
|
|
Expenses
|
|
|
Consolidation
|
|
|
Deductions(1)
|
|
|
Period
|
|
|
|
(In millions of Korean Won)
|
|
|
Year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
the apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
W
|
367,237
|
|
|
W
|
37,237
|
|
|
W
|
|
|
|
W
|
62,708
|
|
|
W
|
341,766
|
|
Year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
the apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
263,111
|
|
|
|
173,931
|
|
|
|
|
|
|
|
69,805
|
|
|
|
367,237
|
|
Year ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserves deducted in the balance sheet from the assets to which
the apply:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for doubtful accounts
|
|
|
158,944
|
|
|
|
115,865
|
|
|
|
11
|
|
|
|
11,709
|
|
|
|
263,111
|
|
|
|
|
(1) |
|
Deduction for allowance for doubtful accounts includes amount
written off as uncollectible and others. |
F-32
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Inventories as of December 31, 2007 and 2006, consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Finished goods
|
|
W
|
1,003,788
|
|
|
W
|
844,790
|
|
By-products
|
|
|
24,983
|
|
|
|
30,795
|
|
Semi-finished goods
|
|
|
1,386,307
|
|
|
|
893,359
|
|
Raw materials
|
|
|
1,177,880
|
|
|
|
1,113,870
|
|
Fuel and materials
|
|
|
520,882
|
|
|
|
395,331
|
|
Materials-in-transit
|
|
|
786,278
|
|
|
|
716,271
|
|
Others
|
|
|
1,898
|
|
|
|
23,789
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,902,016
|
|
|
W
|
4,018,205
|
|
|
|
|
|
|
|
|
|
|
Long-term portion of investment securities as of
December 31, 2007 and 2006, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Available-for-sale securities
|
|
W
|
4,511,569
|
|
|
W
|
2,848,226
|
|
Held-to-maturity securities
|
|
|
62,542
|
|
|
|
110,326
|
|
Equity-method investments
|
|
|
604,612
|
|
|
|
206,503
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
5,178,723
|
|
|
W
|
3,165,055
|
|
|
|
|
|
|
|
|
|
|
Available-for-Sale
Securities
Available for sale securities as of December 31, 2007 and
2006, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Current portion of available-for-sale securities
Investments in bonds
|
|
W
|
32,113
|
|
|
W
|
13,375
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
|
|
|
|
|
|
|
Marketable equity securities
|
|
|
3,888,043
|
|
|
|
2,337,984
|
|
Non-marketable equity securities
|
|
|
599,414
|
|
|
|
459,188
|
|
Investments in bonds
|
|
|
3,762
|
|
|
|
35,581
|
|
Equity investments
|
|
|
20,350
|
|
|
|
15,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,511,569
|
|
|
|
2,848,226
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,543,682
|
|
|
W
|
2,861,601
|
|
|
|
|
|
|
|
|
|
|
F-33
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Investments in marketable equity securities as of
December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
Acquisition
|
|
|
Book
|
|
|
Book
|
|
|
|
Shares
|
|
|
Ownership (%)
|
|
|
Cost
|
|
|
Value(1)
|
|
|
Value
|
|
|
|
(In millions of Korean won)
|
|
|
Hanil Iron & Steel Co., Ltd.
|
|
|
206,798
|
|
|
|
10.14
|
|
|
W
|
2,413
|
|
|
W
|
5,811
|
|
|
W
|
4,435
|
|
HI Steel Co., Ltd.
|
|
|
135,357
|
|
|
|
9.95
|
|
|
|
1,609
|
|
|
|
2,430
|
|
|
|
2,166
|
|
Moonbae Steel Co., Ltd.
|
|
|
1,849,380
|
|
|
|
9.02
|
|
|
|
3,588
|
|
|
|
8,230
|
|
|
|
2,395
|
|
Hana Financial Group Inc.
|
|
|
4,663,776
|
|
|
|
2.20
|
|
|
|
29,998
|
|
|
|
235,054
|
|
|
|
228,058
|
|
SK Telecom Co., Ltd.(2)
|
|
|
4,241,411
|
|
|
|
5.22
|
|
|
|
1,197,441
|
|
|
|
1,061,740
|
|
|
|
931,735
|
|
Dong Yang Steel Pipe Co., Ltd.
|
|
|
1,564,250
|
|
|
|
2.45
|
|
|
|
3,911
|
|
|
|
2,831
|
|
|
|
1,025
|
|
Nippon Steel Corporation
|
|
|
238,352,000
|
|
|
|
3.50
|
|
|
|
719,622
|
|
|
|
1,374,491
|
|
|
|
1,117,010
|
|
Korea Line Corp.
|
|
|
217,373
|
|
|
|
2.17
|
|
|
|
8,067
|
|
|
|
35,867
|
|
|
|
10,760
|
|
Hyundai Heavy Industries
|
|
|
1,477,000
|
|
|
|
1.94
|
|
|
|
343,505
|
|
|
|
653,572
|
|
|
|
|
|
Shinhan Financial Group Inc.
|
|
|
3,815,676
|
|
|
|
1.00
|
|
|
|
219,467
|
|
|
|
204,139
|
|
|
|
|
|
SeAH Steel Corp.
|
|
|
540,000
|
|
|
|
10.11
|
|
|
|
18,792
|
|
|
|
26,028
|
|
|
|
|
|
Thainox Stainless Public Company
|
|
|
1,200,000,000
|
|
|
|
15.00
|
|
|
|
42,301
|
|
|
|
46,243
|
|
|
|
|
|
Union Steel Co., Ltd.
|
|
|
1,005,000
|
|
|
|
9.80
|
|
|
|
40,212
|
|
|
|
23,618
|
|
|
|
|
|
MML
|
|
|
40,000,000
|
|
|
|
11.07
|
|
|
|
14,811
|
|
|
|
114,212
|
|
|
|
|
|
FUELCELL energy, inc.
|
|
|
3,822,630
|
|
|
|
5.61
|
|
|
|
27,141
|
|
|
|
35,577
|
|
|
|
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
39,080
|
|
|
|
58,200
|
|
|
|
40,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
2,711,958
|
|
|
W
|
3,888,043
|
|
|
W
|
2,337,984
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Marketable equity securities are stated at fair market value and
the difference between the acquisition cost and the fair market
value is accounted for under accumulated other comprehensive
income in the consolidated balance sheets. |
|
(2) |
|
The 1,899,840 SK Telecom Co., Ltd. shares have been placed as a
collateral for exchangeable bonds (Note 13). |
F-34
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Investments in non-marketable equity securities as of
December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
Acquisition
|
|
|
Book
|
|
|
Book
|
|
|
|
Shares
|
|
|
Ownership (%)
|
|
|
Cost
|
|
|
Value
|
|
|
Value
|
|
|
|
(In millions of Korean won)
|
|
|
Hankyung Shinmun Co., Ltd.
|
|
|
28,728
|
|
|
|
0.15
|
|
|
W
|
309
|
|
|
W
|
309
|
|
|
W
|
309
|
|
Keo Yang Shipping Co., Ltd.
|
|
|
150,000
|
|
|
|
0.88
|
|
|
|
780
|
|
|
|
780
|
|
|
|
780
|
|
Jeonnam Pro Football Co., Ltd.
|
|
|
19,799
|
|
|
|
13.20
|
|
|
|
99
|
|
|
|
99
|
|
|
|
99
|
|
Dae Kyeong Special Steel Co., Ltd.
|
|
|
1,786,000
|
|
|
|
19.00
|
|
|
|
8,930
|
|
|
|
8,930
|
|
|
|
8,930
|
|
The Korea Metal Journal Co., Ltd.
|
|
|
2,000
|
|
|
|
2.67
|
|
|
|
20
|
|
|
|
20
|
|
|
|
20
|
|
Pohang Steelers Co., Ltd.
|
|
|
40,000
|
|
|
|
16.67
|
|
|
|
200
|
|
|
|
200
|
|
|
|
200
|
|
Kihyup Technology Banking Corp.
|
|
|
600,000
|
|
|
|
10.34
|
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
3,000
|
|
Poshome Co., Ltd.
|
|
|
10,000
|
|
|
|
3.69
|
|
|
|
50
|
|
|
|
50
|
|
|
|
50
|
|
LG Powercom Corporation(1)
|
|
|
6,300,000
|
|
|
|
5.00
|
|
|
|
246,000
|
|
|
|
93,398
|
|
|
|
106,845
|
|
The Seoul Shinmun Co., Ltd.
|
|
|
1,614,000
|
|
|
|
19.40
|
|
|
|
7,479
|
|
|
|
|
|
|
|
|
|
ESCO Professionals, Ltd.
|
|
|
4,210
|
|
|
|
7.02
|
|
|
|
21
|
|
|
|
21
|
|
|
|
21
|
|
TFS Global Co., Ltd.
|
|
|
5,290
|
|
|
|
8.82
|
|
|
|
26
|
|
|
|
26
|
|
|
|
26
|
|
The Siam United Steel
|
|
|
11,071,000
|
|
|
|
12.30
|
|
|
|
34,658
|
|
|
|
34,658
|
|
|
|
34,658
|
|
Global Unity Ltd.
|
|
|
70,649
|
|
|
|
13.33
|
|
|
|
710
|
|
|
|
710
|
|
|
|
710
|
|
PT. POSNESIA Stainless Steel Industry(4)
|
|
|
29,610,000
|
|
|
|
70.00
|
|
|
|
9,474
|
|
|
|
1,567
|
|
|
|
1,567
|
|
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,803
|
|
CTA Co., Ltd.
|
|
|
73,390
|
|
|
|
14.68
|
|
|
|
37
|
|
|
|
37
|
|
|
|
37
|
|
Woori DCI Co., Ltd.
|
|
|
5,653
|
|
|
|
18.84
|
|
|
|
28
|
|
|
|
28
|
|
|
|
28
|
|
RCC Co., Ltd.
|
|
|
9,053
|
|
|
|
18.11
|
|
|
|
45
|
|
|
|
45
|
|
|
|
45
|
|
Myanmar- POSCO Steel Co., Ltd.(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,717
|
|
Nickel Mining Company SAS(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28
|
|
Wuhan Excellent Steel Center(2)
|
|
|
|
|
|
|
5.00
|
|
|
|
432
|
|
|
|
432
|
|
|
|
432
|
|
POSCO Steel Processing Center Co., Ltd.
(POSK-PPC)(2),(4)
|
|
|
|
|
|
|
20.00
|
|
|
|
1,869
|
|
|
|
1,869
|
|
|
|
928
|
|
POSWITH Co., LTD(4)
|
|
|
320,000
|
|
|
|
100.00
|
|
|
|
1,600
|
|
|
|
1,600
|
|
|
|
|
|
MTS Korea Co., Ltd.
|
|
|
11,076
|
|
|
|
18.46
|
|
|
|
55
|
|
|
|
55
|
|
|
|
|
|
Korea ST Co., Ltd.
|
|
|
796,000
|
|
|
|
19.90
|
|
|
|
13,930
|
|
|
|
13,930
|
|
|
|
|
|
POSCO Poland Steel Processing Center (POS-PPC)(4)
|
|
|
30,000
|
|
|
|
30.00
|
|
|
|
3,803
|
|
|
|
3,803
|
|
|
|
|
|
POSCO-SAMSUNG-SUZHOU Processing Center
(POSS-SZPC)(2),(4)
|
|
|
|
|
|
|
30.00
|
|
|
|
1,608
|
|
|
|
1,608
|
|
|
|
|
|
POSCO (Chongqing) Automotive Processing Center
(POS-CPC)(2),(4)
|
|
|
|
|
|
|
90.00
|
|
|
|
6,201
|
|
|
|
6,201
|
|
|
|
|
|
POSCO Mexico Human Tech(2),(4)
|
|
|
|
|
|
|
100.00
|
|
|
|
3
|
|
|
|
3
|
|
|
|
|
|
POSCO-SAMSUNG-Slovakia Processing Center
(POSS-SLPC)(2),(4)
|
|
|
|
|
|
|
30.00
|
|
|
|
1,794
|
|
|
|
1,794
|
|
|
|
|
|
Europe Steel Distribution Center (POS-ESDC, Logistics, Trading
and Investment d.o.o)(2),(4)
|
|
|
|
|
|
|
50.00
|
|
|
|
1,893
|
|
|
|
1,893
|
|
|
|
|
|
HAMOS(2),(4)
|
|
|
|
|
|
|
20.00
|
|
|
|
998
|
|
|
|
998
|
|
|
|
|
|
Incheon International Airport Railroad Co., Ltd.(1)
|
|
|
22,101,940
|
|
|
|
11.96
|
|
|
|
110,510
|
|
|
|
179,026
|
|
|
|
110,510
|
|
Busan-Gimhae Light Rail Transit Co., Ltd.(4)
|
|
|
3,590,720
|
|
|
|
20.85
|
|
|
|
17,954
|
|
|
|
17,954
|
|
|
|
17,954
|
|
Seoul Metro Line Nine Corporation
|
|
|
3,405,812
|
|
|
|
19.98
|
|
|
|
17,030
|
|
|
|
17,030
|
|
|
|
8,515
|
|
Hankuk Leisure Co., Ltd.
|
|
|
839,964
|
|
|
|
16.42
|
|
|
|
8,627
|
|
|
|
8,627
|
|
|
|
8,476
|
|
Vectus Limited(4)
|
|
|
2,211,837
|
|
|
|
99.59
|
|
|
|
7,011
|
|
|
|
7,006
|
|
|
|
4,219
|
|
U-space Co., Ltd.
|
|
|
2,800,000
|
|
|
|
10.00
|
|
|
|
14,000
|
|
|
|
14,000
|
|
|
|
|
|
Daejeon Cogeneration Plant Co., Ltd.(1)
|
|
|
752,400
|
|
|
|
19.80
|
|
|
|
3,762
|
|
|
|
11,196
|
|
|
|
|
|
Shinbundang Railroad Co., Ltd
|
|
|
2,061,000
|
|
|
|
6.73
|
|
|
|
10,305
|
|
|
|
10,305
|
|
|
|
|
|
Kenertec Co., Ltd.(2)
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
|
|
10,000
|
|
|
|
|
|
EcoTown
|
|
|
1,596,000
|
|
|
|
19.00
|
|
|
|
7,980
|
|
|
|
7,980
|
|
|
|
|
|
Pohang Youngil New Port
|
|
|
1,123,200
|
|
|
|
7.20
|
|
|
|
5,616
|
|
|
|
5,616
|
|
|
|
|
|
Gyeong Su Highway Corp
|
|
|
992,000
|
|
|
|
4.52
|
|
|
|
4,960
|
|
|
|
4,960
|
|
|
|
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
105,006
|
|
|
|
127,650
|
|
|
|
120,281
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
668,813
|
|
|
W
|
599,414
|
|
|
W
|
459,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-35
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
(1) |
|
The fair values of LG Powercom Corporation and two other
investees were based on the valuation report of a public rating
services company. Investments without an objective fair value
were recorded as acquisition costs, except for LG Powercom
Corporation and two other investees. |
|
(2) |
|
No shares have been issued in accordance with the local laws or
regulations. |
|
(3) |
|
The investments in these entities are reclassified from
available-for-sale securities to equity-method investments in
2007. |
|
(4) |
|
Investees under liquidation, or in possession of total assets of
less than W7,000 million as of
December 31, 2007, were excluded from the equity method
investments. |
|
(5) |
|
The entity is a consolidated subsidiary in 2007. |
Available-for-sale securities are stated at fair market value,
and the difference between the acquisition cost and fair market
value is accounted for in the accumulated other comprehensive
income. The movements of such differences for the years ended
December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Beginning
|
|
|
Increase
|
|
|
Ending
|
|
|
Beginning
|
|
|
Increase
|
|
|
Ending
|
|
|
|
Balance
|
|
|
(Decrease)
|
|
|
Balance
|
|
|
Balance
|
|
|
(Decrease)
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Marketable equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SK Telecom Co., Ltd.
|
|
W
|
(185,185
|
)
|
|
W
|
86,802
|
|
|
W
|
(98,383
|
)
|
|
W
|
(352,910
|
)
|
|
W
|
167,725
|
|
|
W
|
(185,185
|
)
|
Hana Financial Group Inc.
|
|
|
143,594
|
|
|
|
5,072
|
|
|
|
148,666
|
|
|
|
132,918
|
|
|
|
10,676
|
|
|
|
143,594
|
|
Moonbae Steel Co., Ltd.
|
|
|
(865
|
)
|
|
|
4,230
|
|
|
|
3,365
|
|
|
|
(496
|
)
|
|
|
(369
|
)
|
|
|
(865
|
)
|
Hanil Iron & Steel Co., Ltd.
|
|
|
1,467
|
|
|
|
997
|
|
|
|
2,464
|
|
|
|
1,039
|
|
|
|
428
|
|
|
|
1,467
|
|
HI Steel Co., Ltd.
|
|
|
404
|
|
|
|
191
|
|
|
|
595
|
|
|
|
404
|
|
|
|
|
|
|
|
404
|
|
Korea Line Corporation
|
|
|
1,952
|
|
|
|
18,203
|
|
|
|
20,155
|
|
|
|
(1,783
|
)
|
|
|
3,735
|
|
|
|
1,952
|
|
Nippon Steel Corporation
|
|
|
412,453
|
|
|
|
62,327
|
|
|
|
474,780
|
|
|
|
180,562
|
|
|
|
231,891
|
|
|
|
412,453
|
|
Hyundai Heavy Industries
|
|
|
|
|
|
|
224,798
|
|
|
|
224,798
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SeAH Steel Corp.
|
|
|
|
|
|
|
5,246
|
|
|
|
5,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thainox Stainless Public Company Limited
|
|
|
|
|
|
|
2,858
|
|
|
|
2,858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shinhan Financial Group Inc.
|
|
|
|
|
|
|
(11,114
|
)
|
|
|
(11,114
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Dong Yang Steel Pipe Co., Ltd.
|
|
|
(2,092
|
)
|
|
|
1,310
|
|
|
|
(782
|
)
|
|
|
(2,041
|
)
|
|
|
(51
|
)
|
|
|
(2,092
|
)
|
Union Steel Co., Ltd.
|
|
|
|
|
|
|
(12,031
|
)
|
|
|
(12,031
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
11,550
|
|
|
|
97,668
|
|
|
|
109,218
|
|
|
|
6,755
|
|
|
|
4,795
|
|
|
|
11,550
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
383,278
|
|
|
|
486,557
|
|
|
|
869,835
|
|
|
|
(35,552
|
)
|
|
|
418,830
|
|
|
|
383,278
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-marketable equity securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LG Powercom Corporation
|
|
|
(100,887
|
)
|
|
|
8,573
|
|
|
|
(92,314
|
)
|
|
|
(115,813
|
)
|
|
|
14,926
|
|
|
|
(100,887
|
)
|
Others
|
|
|
(618
|
)
|
|
|
3,581
|
|
|
|
2,963
|
|
|
|
670
|
|
|
|
(1,288
|
)
|
|
|
(618
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(101,505
|
)
|
|
|
12,154
|
|
|
|
(89,351
|
)
|
|
|
(115,143
|
)
|
|
|
13,638
|
|
|
|
(101,505
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
281,773
|
|
|
W
|
498,711
|
|
|
W
|
780,484
|
|
|
W
|
(150,695
|
)
|
|
W
|
432,468
|
|
|
W
|
281,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-36
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Investments in bonds as of December 31, 2007 and 2006, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
Acquisition
|
|
|
Book
|
|
|
Book
|
|
|
|
Maturity
|
|
Cost
|
|
|
Value
|
|
|
Value
|
|
|
|
(In millions of Korean won)
|
|
|
Government bonds
|
|
Less than 1 year
|
|
W
|
4,694
|
|
|
W
|
4,694
|
|
|
W
|
|
|
|
|
1-5 years
|
|
|
76
|
|
|
|
76
|
|
|
|
1
|
|
|
|
5-10 years
|
|
|
48
|
|
|
|
48
|
|
|
|
|
|
Others
|
|
Less than 1 year
|
|
|
27,000
|
|
|
|
27,419
|
|
|
|
13,375
|
|
|
|
1-5 years
|
|
|
4,118
|
|
|
|
3,638
|
|
|
|
35,580
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,936
|
|
|
|
35,875
|
|
|
|
48,956
|
|
Less: Current portion
|
|
|
|
|
(31,694
|
)
|
|
|
(32,113
|
)
|
|
|
(13,375
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,242
|
|
|
W
|
3,762
|
|
|
W
|
35,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity investments as of December 31, 2007 and 2006, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Acquisition
|
|
|
Book
|
|
|
Book
|
|
|
|
Cost
|
|
|
Value
|
|
|
Value
|
|
|
|
(In millions of Korean won)
|
|
|
Contractor financial fund
|
|
W
|
12,673
|
|
|
W
|
15,635
|
|
|
W
|
12,284
|
|
Software financial fund and others
|
|
|
4,694
|
|
|
|
4,715
|
|
|
|
3,189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
17,367
|
|
|
W
|
20,350
|
|
|
W
|
15,473
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of gross unrealized gains and losses on
available-for-sale securities for the years ended
December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In millions of Korean Won)
|
|
|
Government and municipal bonds
|
|
W
|
4,818
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
4,818
|
|
|
W
|
1
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
1
|
|
Other bonds
|
|
|
31,118
|
|
|
|
419
|
|
|
|
(480
|
)
|
|
|
31,057
|
|
|
|
48,452
|
|
|
|
503
|
|
|
|
|
|
|
|
48,955
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,936
|
|
|
|
419
|
|
|
|
(480
|
)
|
|
|
35,875
|
|
|
|
48,453
|
|
|
|
503
|
|
|
|
|
|
|
|
48,956
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable equity securities
|
|
|
2,711,958
|
|
|
|
1,357,567
|
|
|
|
(181,482
|
)
|
|
|
3,888,043
|
|
|
|
1,806,004
|
|
|
|
794,156
|
|
|
|
(262,176
|
)
|
|
|
2,337,984
|
|
Non-Marketable equity securities
|
|
|
668,813
|
|
|
|
123,409
|
|
|
|
(192,808
|
)
|
|
|
599,414
|
|
|
|
599,195
|
|
|
|
|
|
|
|
(140,007
|
)
|
|
|
459,188
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
3,416,707
|
|
|
W
|
1,481,395
|
|
|
W
|
(374,770
|
)
|
|
W
|
4,523,332
|
|
|
W
|
2,453,652
|
|
|
W
|
794,659
|
|
|
W
|
(402,183
|
)
|
|
W
|
2,846,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the years ended December 31, 2007, 2006 and 2005,
proceeds from sales of available-for-sale securities amounted to
W9,412 million,
W145,990 million and
W347,987 million, respectively. Gross
realized gains and losses amounted to
W907 million and nil, respectively, for
the year ended December 31, 2007.
F-37
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Held-To-Maturity
Securities
Held-to-maturity securities as of December 31, 2007 and
2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
Acquisition
|
|
|
Book
|
|
|
Book
|
|
|
|
Maturity
|
|
Cost
|
|
|
Value
|
|
|
Value
|
|
|
|
(In millions of Korean won)
|
|
|
Current portion of held-to-maturity securities Government bonds
|
|
Less than 1
|
|
W
|
192,366
|
|
|
W
|
192,393
|
|
|
W
|
153,476
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held-to-maturity securities
|
|
1-5 years
|
|
|
31,624
|
|
|
|
31,635
|
|
|
|
79,854
|
|
Government bonds
|
|
5-10 years
|
|
|
30,892
|
|
|
|
30,907
|
|
|
|
30,472
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,516
|
|
|
|
62,542
|
|
|
|
110,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
254,882
|
|
|
W
|
254,935
|
|
|
W
|
263,802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company provided national treasury bonds, amounting to
W29,630 million, and certain government
and municipal bonds, amounting to
W1,810 million, to the Gyeongsangbuk-do
provincial office as a performance guarantee in relation to the
development of a waste disposal area.
Equity-Method
Investments
Equity-method investees as of December 31, 2007 and 2006,
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
Acquisition
|
|
|
Net
|
|
|
Book Value
|
|
|
|
Shares Owned
|
|
|
Ownership (%)
|
|
|
Cost
|
|
|
Asset(1)
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Investee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOBRASCO
|
|
|
2,010,719,185
|
|
|
|
50.00
|
|
|
W
|
32,950
|
|
|
W
|
85,021
|
|
|
W
|
41,143
|
|
|
W
|
32,622
|
|
POS-OPC Co., Ltd. (Fujiura Butsuryu Center Co., Ltd.)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
835
|
|
USS-POSCO Industries(2)
|
|
|
|
|
|
|
50.00
|
|
|
|
241,098
|
|
|
|
124,222
|
|
|
|
59,771
|
|
|
|
49,380
|
|
Poschrome (Proprietary) Limited
|
|
|
21,675
|
|
|
|
25.00
|
|
|
|
4,859
|
|
|
|
26,720
|
|
|
|
5,165
|
|
|
|
4,826
|
|
Guangdong Xingpu Steel Center Co., Ltd.(2)
|
|
|
|
|
|
|
21.00
|
|
|
|
1,852
|
|
|
|
14,928
|
|
|
|
3,026
|
|
|
|
2,487
|
|
POS-Hyundai Steel Manufacturing India Private Limited
|
|
|
6,919,400
|
|
|
|
29.50
|
|
|
|
3,136
|
|
|
|
13,644
|
|
|
|
4,025
|
|
|
|
2,780
|
|
eNtoB Corporation
|
|
|
860,000
|
|
|
|
26.88
|
|
|
|
4,900
|
|
|
|
24,169
|
|
|
|
6,149
|
|
|
|
4,399
|
|
POSVINA Co., Ltd.(2)
|
|
|
|
|
|
|
50.00
|
|
|
|
1,527
|
|
|
|
4,529
|
|
|
|
2,192
|
|
|
|
2,066
|
|
Posmmit Steel Centre SDN BHD(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,891
|
|
PT POSMI Steel Indonesia
|
|
|
4,772
|
|
|
|
37.87
|
|
|
|
1,467
|
|
|
|
8,380
|
|
|
|
3,177
|
|
|
|
3,205
|
|
MIDAS Information Technology Co., Ltd.
|
|
|
866,190
|
|
|
|
25.46
|
|
|
|
433
|
|
|
|
20,957
|
|
|
|
5,321
|
|
|
|
4,292
|
|
CAML Resources Pty Ltd
|
|
|
3,239
|
|
|
|
33.34
|
|
|
|
40,388
|
|
|
|
43,912
|
|
|
|
28,155
|
|
|
|
37,717
|
|
Nickel Mining Company SAS
|
|
|
3,234,698
|
|
|
|
49.00
|
|
|
|
157,585
|
|
|
|
409,431
|
|
|
|
200,622
|
|
|
|
|
|
SNNC Co., Ltd.
|
|
|
18,130,000
|
|
|
|
49.00
|
|
|
|
90,650
|
|
|
|
182,209
|
|
|
|
87,762
|
|
|
|
18,816
|
|
Henan Tsingpu Ferro Alloy Co., Ltd.(2)
|
|
|
|
|
|
|
49.00
|
|
|
|
8,846
|
|
|
|
15,827
|
|
|
|
8,470
|
|
|
|
|
|
Zhongyue POSCO(Qinhuangdao)
|
|
|
|
|
|
|
34.00
|
|
|
|
9,516
|
|
|
|
29,672
|
|
|
|
10,043
|
|
|
|
|
|
Tinplate Industrial Co., Ltd.(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BX Steel POSCO Cold Rolled
|
|
|
|
|
|
|
25.00
|
|
|
|
61,961
|
|
|
|
207,462
|
|
|
|
66,782
|
|
|
|
|
|
F-38
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percentage of
|
|
|
Acquisition
|
|
|
Net
|
|
|
Book Value
|
|
|
|
Shares Owned
|
|
|
Ownership (%)
|
|
|
Cost
|
|
|
Asset(1)
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Sheet Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Songdo New City Development Inc.(2),(4)
|
|
|
|
|
|
|
29.90
|
|
|
|
6,674
|
|
|
|
(132,596
|
)
|
|
|
|
|
|
|
|
|
Gale International Korea, Inc.
|
|
|
4,265
|
|
|
|
29.90
|
|
|
|
21
|
|
|
|
38,560
|
|
|
|
11,385
|
|
|
|
2,070
|
|
An Khanh New City Development(2)
|
|
|
|
|
|
|
50.00
|
|
|
|
11,359
|
|
|
|
21,787
|
|
|
|
10,893
|
|
|
|
|
|
Chungju enterprise City
|
|
|
2,008,000
|
|
|
|
25.10
|
|
|
|
10,040
|
|
|
|
38,150
|
|
|
|
9,576
|
|
|
|
|
|
POSCO Bioventures, L.P.(2)
|
|
|
|
|
|
|
100.00
|
|
|
|
46,102
|
|
|
|
35,190
|
|
|
|
35,190
|
|
|
|
33,931
|
|
Liaoning Rongyuan POSCO Refractories Co., Ltd.(2)
|
|
|
|
|
|
|
35.00
|
|
|
|
1,125
|
|
|
|
4,203
|
|
|
|
1,380
|
|
|
|
|
|
Hubei Huaerliang POSCO Silicon
|
|
|
|
|
|
|
30.00
|
|
|
|
3,236
|
|
|
|
14,609
|
|
|
|
4,385
|
|
|
|
3,186
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Science & Technology Co., Ltd.(2)
|
|
|
|
|
|
|
|
|
|
W
|
739,725
|
|
|
W
|
1,230,986
|
|
|
W
|
604,612
|
|
|
W
|
206,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Due to the delay in the closing of the December 31, 2007
accounts and the settlement of closing differences, the equity
method of accounting is applied based on the most recent
available December 31, 2007 financial information, which
has not been audited or reviewed. |
|
(2) |
|
No shares have been issued in accordance with the local laws and
regulations. |
|
(3) |
|
POS-OPC Co., Ltd. and POSMMIT Steel Centre SDN BHD are
consolidated in 2007 and excluded from the equity-method
investments. |
|
(4) |
|
The equity method of accounting has been suspended for
investment in Songdo New City Development Inc. as the
Companys net investments have been reduced to zero.
Unrecorded changes in equity interest in Songdo New City
Development Inc. in 2007 amounted to
W884 million and the accumulated
unrecorded changes in equity interest through 2006 amounted to
W38,666 million. |
F-39
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Details of equity method valuation for the years ended
December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses) of
|
|
|
Other
|
|
|
As of
|
|
|
|
As of January 1,
|
|
|
Equity Method
|
|
|
Increase
|
|
|
December 31,
|
|
|
|
2007
|
|
|
Investees
|
|
|
(Decrease)(1)
|
|
|
2007
|
|
|
|
(In millions of Korean won)
|
|
|
Investee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOBRASCO
|
|
W
|
32,622
|
|
|
W
|
18,947
|
|
|
W
|
(10,426
|
)
|
|
W
|
41,143
|
|
POS-OPC Co., Ltd.(Fujiura Butsuryu Center Co., Ltd.)
|
|
|
835
|
|
|
|
|
|
|
|
(835
|
)
|
|
|
|
|
USS-POSCO Industries
|
|
|
49,380
|
|
|
|
(10,096
|
)
|
|
|
20,487
|
|
|
|
59,771
|
|
Poschrome (Proprietary) Limited
|
|
|
4,826
|
|
|
|
2,793
|
|
|
|
(2,454
|
)
|
|
|
5,165
|
|
Guangdong Xingpu Steel Center Co., Ltd.
|
|
|
2,487
|
|
|
|
319
|
|
|
|
220
|
|
|
|
3,026
|
|
POS-Hyundai Steel Manufacturing India Private Limited
|
|
|
2,780
|
|
|
|
827
|
|
|
|
418
|
|
|
|
4,025
|
|
eNtoB Corporation
|
|
|
4,399
|
|
|
|
488
|
|
|
|
1,262
|
|
|
|
6,149
|
|
POSVINA Co., Ltd.
|
|
|
2,066
|
|
|
|
172
|
|
|
|
(46
|
)
|
|
|
2,192
|
|
Posmmit Steel Centre SDN BHD
|
|
|
3,891
|
|
|
|
|
|
|
|
(3,891
|
)
|
|
|
|
|
PT POSMI Steel Indonesia
|
|
|
3,205
|
|
|
|
(65
|
)
|
|
|
37
|
|
|
|
3,177
|
|
MIDAS Information Technology Co., Ltd.
|
|
|
4,292
|
|
|
|
1,002
|
|
|
|
27
|
|
|
|
5,321
|
|
Posco Power Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAML Resources Pty Ltd
|
|
|
37,717
|
|
|
|
(11,500
|
)
|
|
|
1,938
|
|
|
|
28,155
|
|
Nickel Mining Company
|
|
|
|
|
|
|
32,229
|
|
|
|
168,393
|
|
|
|
200,622
|
|
SNNC Co., Ltd.
|
|
|
18,816
|
|
|
|
(2,637
|
)
|
|
|
71,583
|
|
|
|
87,762
|
|
Henan Tsingpu Ferro Alloy Co., Ltd.
|
|
|
|
|
|
|
(1,489
|
)
|
|
|
9,959
|
|
|
|
8,470
|
|
Zhongyue POSCO(Qinhuangdao) Tinplate Industrial Co., Ltd.
|
|
|
|
|
|
|
(216
|
)
|
|
|
10,259
|
|
|
|
10,043
|
|
BX Steel POSCO Cold Rolled Sheet Co., Ltd.
|
|
|
|
|
|
|
2,213
|
|
|
|
64,569
|
|
|
|
66,782
|
|
Songdo New City Development Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gale International Korea, Inc.
|
|
|
2,070
|
|
|
|
11,408
|
|
|
|
(2,093
|
)
|
|
|
11,385
|
|
AN KHANH NEW CITY DEVELOPMENT
|
|
|
|
|
|
|
(353
|
)
|
|
|
11,246
|
|
|
|
10,893
|
|
Chungju enterprise City
|
|
|
|
|
|
|
(464
|
)
|
|
|
10,040
|
|
|
|
9,576
|
|
POSCO BioVentures, L.P.
|
|
|
33,931
|
|
|
|
(1,066
|
)
|
|
|
2,325
|
|
|
|
35,190
|
|
Liaoning Rongyuan POSCO Refractories Co., Ltd.
|
|
|
|
|
|
|
252
|
|
|
|
1,128
|
|
|
|
1,380
|
|
Hubei Huaerliang POSCO Silicon
|
|
|
3,186
|
|
|
|
913
|
|
|
|
286
|
|
|
|
4,385
|
|
Science & Technology Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sozhou POSCORE(2)
|
|
|
|
|
|
|
(1,043
|
)
|
|
|
1,043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
206,503
|
|
|
W
|
42,634
|
|
|
W
|
355,475
|
|
|
W
|
604,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other increase or decrease represents the changes in investment
securities due to acquisitions (disposals), dividends received,
valuation gain or loss on investment securities, changes in
retained earnings and others. |
|
(2) |
|
The entity is included in the scope of consolidation in 2007.
The loss of equity method investee was incurred before
acquisition. |
F-40
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
(Losses) of
|
|
|
Other
|
|
|
|
|
|
|
January 1,
|
|
|
Equity Method
|
|
|
Increase
|
|
|
December 31,
|
|
|
|
2006
|
|
|
Investees
|
|
|
(Decrease)(1)
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Investee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOBRASCO
|
|
W
|
30,268
|
|
|
W
|
21,831
|
|
|
W
|
(19,477
|
)
|
|
W
|
32,622
|
|
POS-OPC Co. Ltd.(Fujiura Butsuryu Center Co. Ltd.)
|
|
|
824
|
|
|
|
105
|
|
|
|
(94
|
)
|
|
|
835
|
|
USS-POSCO Industries
|
|
|
61,707
|
|
|
|
8,469
|
|
|
|
(20,796
|
)
|
|
|
49,380
|
|
Poschrome (Proprietary) Limited
|
|
|
6,153
|
|
|
|
1,481
|
|
|
|
(2,808
|
)
|
|
|
4,826
|
|
Guangdong Xingpu Steel Center Co., Ltd.
|
|
|
2,985
|
|
|
|
(342
|
)
|
|
|
(156
|
)
|
|
|
2,487
|
|
POS-Hyundai Steel Manufacturing India Private Limited
|
|
|
2,229
|
|
|
|
677
|
|
|
|
(126
|
)
|
|
|
2,780
|
|
eNtoB Corporation
|
|
|
4,188
|
|
|
|
211
|
|
|
|
|
|
|
|
4,399
|
|
POSVINA Co., Ltd.
|
|
|
1,593
|
|
|
|
975
|
|
|
|
(502
|
)
|
|
|
2,066
|
|
Posmmit Steel Centre Sdn Bhd
|
|
|
3,212
|
|
|
|
737
|
|
|
|
(58
|
)
|
|
|
3,891
|
|
PT POSMI Steel Indonesia
|
|
|
1,746
|
|
|
|
(78
|
)
|
|
|
1,537
|
|
|
|
3,205
|
|
MIDAS Information Technology Co., Ltd.
|
|
|
3,227
|
|
|
|
1,255
|
|
|
|
(190
|
)
|
|
|
4,292
|
|
Posco Power Co., Ltd.
|
|
|
290,255
|
|
|
|
1,580
|
|
|
|
(291,835
|
)
|
|
|
|
|
CAML Resources Pty Ltd
|
|
|
38,673
|
|
|
|
1,335
|
|
|
|
(2,291
|
)
|
|
|
37,717
|
|
POSCO Bioventures. LP
|
|
|
33,716
|
|
|
|
4,521
|
|
|
|
(4,306
|
)
|
|
|
33,931
|
|
Hubei Huaerliang POSCO Silicon Science & Technology
Co., Ltd.
|
|
|
3,412
|
|
|
|
(50
|
)
|
|
|
(176
|
)
|
|
|
3,186
|
|
SNNC Co., Ltd.
|
|
|
|
|
|
|
(252
|
)
|
|
|
19,068
|
|
|
|
18,816
|
|
Gale International Korea, Inc.
|
|
|
|
|
|
|
3,970
|
|
|
|
(1,900
|
)
|
|
|
2,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
484,188
|
|
|
W
|
46,425
|
|
|
W
|
(324,110
|
)
|
|
W
|
206,503
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Other increase or decrease represents the changes in investment
securities due to acquisitions (disposals), dividends received,
valuation gain or loss on investment securities, changes in
retained earnings and others. |
F-41
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Details on the elimination of unrealized gain or loss from
inter-company transactions for the years ended December 31,
2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Property, Plant
|
|
|
|
|
|
|
|
|
Property, Plant
|
|
|
|
|
|
|
|
|
|
and Equipment,
|
|
|
|
|
|
|
|
|
and Equipment,
|
|
|
|
|
|
|
|
|
|
and Intangible
|
|
|
|
|
|
|
|
|
and Intangible
|
|
|
|
|
|
|
Inventories
|
|
|
Assets
|
|
|
Total
|
|
|
Inventories
|
|
|
Assets
|
|
|
Total
|
|
|
|
(In millions of Korean won)
|
|
|
|
|
|
Investee
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KOBRASCO
|
|
W
|
3,000
|
|
|
W
|
|
|
|
W
|
3,000
|
|
|
W
|
5,370
|
|
|
W
|
|
|
|
W
|
5,370
|
|
POS-OPC Co., Ltd.(Fujiura Butsuryu Center Co., Ltd.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
|
|
|
|
|
|
18
|
|
USS-POSCO Industries
|
|
|
8,558
|
|
|
|
|
|
|
|
8,558
|
|
|
|
1,433
|
|
|
|
|
|
|
|
1,433
|
|
Poschrome (Proprietary) Limited
|
|
|
(615
|
)
|
|
|
|
|
|
|
(615
|
)
|
|
|
(63
|
)
|
|
|
|
|
|
|
(63
|
)
|
Guangdong Xingpu Steel Center Co., Ltd.
|
|
|
254
|
|
|
|
|
|
|
|
254
|
|
|
|
(358
|
)
|
|
|
|
|
|
|
(358
|
)
|
eNtoB Corporation
|
|
|
(340
|
)
|
|
|
(18
|
)
|
|
|
(358
|
)
|
|
|
37
|
|
|
|
(6
|
)
|
|
|
31
|
|
POSVINA Co., Ltd.
|
|
|
14
|
|
|
|
|
|
|
|
14
|
|
|
|
777
|
|
|
|
|
|
|
|
777
|
|
Posmmit Steel Centre SDN BHD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
306
|
|
|
|
|
|
|
|
306
|
|
PT POSMI Steel Indonesia
|
|
|
125
|
|
|
|
|
|
|
|
125
|
|
|
|
(57
|
)
|
|
|
|
|
|
|
(57
|
)
|
MIDAS Information Technology Co., Ltd.
|
|
|
|
|
|
|
(13
|
)
|
|
|
(13
|
)
|
|
|
|
|
|
|
(8
|
)
|
|
|
(8
|
)
|
SNNC Co., Ltd.
|
|
|
|
|
|
|
(1,709
|
)
|
|
|
(1,709
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Henan Tsingpu Ferro Alloy Co., Ltd.
|
|
|
127
|
|
|
|
|
|
|
|
127
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
11,123
|
|
|
W
|
(1,740
|
)
|
|
W
|
9,383
|
|
|
W
|
7,463
|
|
|
W
|
(14
|
)
|
|
W
|
7,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of differences between the initial purchase price and
the Companys initial proportionate ownership in the book
value of the investees for the years ended December 31,
2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1,
|
|
|
Increase
|
|
|
Amortization
|
|
|
December 31,
|
|
|
Increase
|
|
|
Amortization
|
|
|
December 31,
|
|
|
|
2006
|
|
|
(Decrease)(1)
|
|
|
(Recovery)
|
|
|
2006
|
|
|
(Decrease)(1)
|
|
|
(Recovery)
|
|
|
2007
|
|
|
|
(In millions of Korean won)
|
|
|
eNtoB Corporation
|
|
W
|
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
670
|
|
|
W
|
80
|
|
|
W
|
590
|
|
POSMMIT Steel Centre SDN BHD
|
|
|
39
|
|
|
|
|
|
|
|
20
|
|
|
|
19
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
|
|
PT POSMI Steel Indonesia
|
|
|
354
|
|
|
|
49
|
|
|
|
182
|
|
|
|
221
|
|
|
|
|
|
|
|
187
|
|
|
|
34
|
|
POSCO Power Corp.
|
|
|
65,804
|
|
|
|
(62,148
|
)
|
|
|
3,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAML Resources Pty. Ltd.
|
|
|
25,042
|
|
|
|
|
|
|
|
5,763
|
|
|
|
19,279
|
|
|
|
|
|
|
|
5,764
|
|
|
|
13,515
|
|
SNNC Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
209
|
|
|
|
21
|
|
|
|
188
|
|
BX Steel POSCO Cold Rolled Sheet Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,363
|
|
|
|
1,114
|
|
|
|
12,249
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
91,239
|
|
|
W
|
(62,099
|
)
|
|
W
|
9,621
|
|
|
W
|
19,519
|
|
|
W
|
14,223
|
|
|
W
|
7,166
|
|
|
W
|
26,576
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-42
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
(1) |
|
Increase or decrease mainly relates to the change in differences
between the initial purchase price and the Companys
initial proportionate ownership in the book value of the
investees resulting from additional investments. |
|
|
8.
|
Property,
Plant and Equipment
|
Property, plant and equipment as of December 31, 2007 and
2006, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Buildings and structures
|
|
W
|
7,004,719
|
|
|
W
|
6,308,203
|
|
Machinery and equipment
|
|
|
27,312,692
|
|
|
|
24,280,940
|
|
Vehicles
|
|
|
196,939
|
|
|
|
201,878
|
|
Tools
|
|
|
425,335
|
|
|
|
402,294
|
|
Furniture and fixtures
|
|
|
258,670
|
|
|
|
257,624
|
|
Financial lease asset
|
|
|
11,466
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,209,821
|
|
|
|
31,450,939
|
|
Less: Accumulated depreciation
|
|
|
(22,318,851
|
)
|
|
|
(20,804,990
|
)
|
Less: Government Subsidy
|
|
|
(2,271
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,888,699
|
|
|
|
10,645,949
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
1,509,189
|
|
|
|
1,311,755
|
|
Less: Accumulated impairment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,509,189
|
|
|
|
1,311,755
|
|
|
|
|
|
|
|
|
|
|
Construction-in-progress
|
|
|
1,183,877
|
|
|
|
2,685,416
|
|
Less: Accumulated impairment loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,183,877
|
|
|
|
2,685,416
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
15,581,765
|
|
|
W
|
14,643,120
|
|
|
|
|
|
|
|
|
|
|
The value of land based on the posted price issued by the Korean
tax authority amounted to
W3,481,264 million as of December 31,
2007 (2006: W3,320,047 million).
As of December 31, 2007, property, plant and equipment are
insured against fire and other casualty losses for up to
W8,876,226 million (2006:
W9,728,538 million). In addition, the
Company carries general insurance for vehicles and accident
compensation insurance for its employees.
In accordance with the Asset Revaluation Law, POSCO and certain
subsidiaries revalued a substantial portion of their property,
plant and equipment, and increased the related amount of assets
by W3,942 billion as of December 31,
2000, the latest revaluation date. The revaluation surplus
amounting to W3,225 billion, net of
related tax and transfers to capital stock, was credited to
capital surplus, a component of shareholders equity
(Note 18).
Construction-in-progress
includes capital investments in Gwangyang No. 2 Minimill.
Through a resolution of the Board of Directors in May 1998, the
construction on the Minimill was temporarily suspended due to
the economic situation in the Republic of Korea and the Asia
Pacific region. The continuing unstable economic condition and
related decrease in the selling price of products, resulting in
the deterioration in profitability, drove the managements
operation committee to cease the construction on the No. 2
Minimill in April 2002, and to use the buildings for the Tailor
Welded Blank (TWB) project designed to manufacture
custom-made automobile body panels. The Company previously
recognized impairment losses on the
construction-in-progress
in Gwangyang
F-43
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
No. 2 Minimill amounting to
W469,581 million and reclassified related
machinery held to be disposed of in the future as other
investment assets as of December 31, 2004. As of June,
2006, the Company entered into a contract with Al-Tuwairqi
Trading & Contracting Establishment in Saudi Arabia to
sell the No. 2 Minimill equipment for US$96 million.
The book values of property, plant and equipment held for sale
amounted to W69,633 million and are
classified as other investment assets as of December 31,
2007.
The Companys expenditures in relation to
construction-in-progress
for the establishment of Gwangyang No. 2 Talinlo business
operations and other projects amounted to
W2,937,680 million for the year ended
December 31, 2007.
The changes in the carrying value of property, plant and
equipment for the year ended December 31, 2007, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Acquisition(1)
|
|
|
Disposal
|
|
|
Depreciation(3)
|
|
|
Others(2)
|
|
|
Transactions
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Land
|
|
W
|
1,311,755
|
|
|
W
|
67,228
|
|
|
W
|
2,462
|
|
|
W
|
|
|
|
W
|
132,742
|
|
|
W
|
(74
|
)
|
|
W
|
1,509,189
|
|
Buildings
|
|
|
2,400,099
|
|
|
|
366,769
|
|
|
|
16,560
|
|
|
|
193,798
|
|
|
|
232,302
|
|
|
|
(165,788
|
)
|
|
|
2,623,024
|
|
Structures
|
|
|
1,366,558
|
|
|
|
361,420
|
|
|
|
10,862
|
|
|
|
122,054
|
|
|
|
29,130
|
|
|
|
(77,376
|
)
|
|
|
1,546,816
|
|
Machinery and equipment
|
|
|
6,674,178
|
|
|
|
3,391,203
|
|
|
|
370,812
|
|
|
|
1,585,314
|
|
|
|
976,260
|
|
|
|
(558,966
|
)
|
|
|
8,526,549
|
|
Vehicles
|
|
|
44,101
|
|
|
|
12,442
|
|
|
|
8,382
|
|
|
|
15,832
|
|
|
|
6,149
|
|
|
|
(1,532
|
)
|
|
|
36,946
|
|
Tools
|
|
|
84,134
|
|
|
|
32,598
|
|
|
|
5,262
|
|
|
|
43,284
|
|
|
|
8,565
|
|
|
|
(1,368
|
)
|
|
|
75,383
|
|
Furniture and fixtures
|
|
|
76,879
|
|
|
|
10,184
|
|
|
|
8,623
|
|
|
|
35,858
|
|
|
|
30,966
|
|
|
|
(4,396
|
)
|
|
|
69,152
|
|
Financial Lease assets
|
|
|
|
|
|
|
11,466
|
|
|
|
|
|
|
|
637
|
|
|
|
|
|
|
|
|
|
|
|
10,829
|
|
Construction-in-progress
|
|
|
2,685,416
|
|
|
|
2,937,680
|
|
|
|
73,678
|
|
|
|
|
|
|
|
(4,174,278
|
)
|
|
|
(191,263
|
)
|
|
|
1,183,877
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
14,643,120
|
|
|
W
|
7,190,990
|
|
|
W
|
496,641
|
|
|
W
|
1,996,777
|
|
|
W
|
(2,758,164
|
)
|
|
W
|
(1,000,763
|
)
|
|
W
|
15,581,765
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in the carrying value of property, plant and
equipment for the year ended December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Acquisition(1)
|
|
|
Disposal
|
|
|
Depreciation(3)
|
|
|
Others(2)
|
|
|
Transactions
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Land
|
|
W
|
1,202,734
|
|
|
W
|
56,561
|
|
|
W
|
10,116
|
|
|
W
|
|
|
|
W
|
62,639
|
|
|
W
|
(63
|
)
|
|
W
|
1,311,755
|
|
Buildings
|
|
|
2,268,834
|
|
|
|
314,727
|
|
|
|
7,770
|
|
|
|
175,188
|
|
|
|
165,398
|
|
|
|
(165,902
|
)
|
|
|
2,400,099
|
|
Structures
|
|
|
1,246,290
|
|
|
|
175,023
|
|
|
|
3,569
|
|
|
|
110,623
|
|
|
|
136,735
|
|
|
|
(77,298
|
)
|
|
|
1,366,558
|
|
Machinery and equipment
|
|
|
4,866,840
|
|
|
|
2,873,485
|
|
|
|
31,762
|
|
|
|
1,394,402
|
|
|
|
886,787
|
|
|
|
(526,770
|
)
|
|
|
6,674,178
|
|
Vehicles
|
|
|
30,429
|
|
|
|
28,597
|
|
|
|
647
|
|
|
|
16,760
|
|
|
|
4,737
|
|
|
|
(2,255
|
)
|
|
|
44,101
|
|
Tools
|
|
|
101,568
|
|
|
|
36,409
|
|
|
|
415
|
|
|
|
52,247
|
|
|
|
790
|
|
|
|
(1,971
|
)
|
|
|
84,134
|
|
Furniture and fixtures
|
|
|
72,176
|
|
|
|
38,907
|
|
|
|
678
|
|
|
|
29,346
|
|
|
|
1,028
|
|
|
|
(5,208
|
)
|
|
|
76,879
|
|
Construction-in-progress
|
|
|
2,482,839
|
|
|
|
3,346,112
|
|
|
|
441,589
|
|
|
|
|
|
|
|
(2,568,247
|
)
|
|
|
(133,699
|
)
|
|
|
2,685,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
12,271,710
|
|
|
W
|
6,869,821
|
|
|
W
|
496,546
|
|
|
W
|
1,778,566
|
|
|
W
|
(1,310,133
|
)
|
|
W
|
(913,166
|
)
|
|
W
|
14,643,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes asset transfer from
construction-in-progress. |
|
(2) |
|
Includes foreign currency translation adjustments, asset
transfers and adjustments resulting from the effect of changes
in the scope of consolidation. |
|
(3) |
|
Includes depreciation expense of idle property. |
F-44
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The Company entered into a capital lease contract with Ilshin
Shipping Co., Ltd. for a Ro-Ro (roll-on roll-off) ship for
transporting plates. As of December 31, 2007, the book
value of the assets and minimal lease expense are follows:
|
|
|
|
|
|
|
2007
|
|
|
|
(In millions of
|
|
|
|
Korean won)
|
|
|
Financial lease assets
|
|
W
|
11,466
|
|
Less: Accumulated depreciation
|
|
|
(637
|
)
|
|
|
|
|
|
Net book value
|
|
W
|
10,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minimal
|
|
|
|
Lease
|
|
|
|
Expense
|
|
|
Less 1 year
|
|
W
|
771
|
|
1 5 years
|
|
|
4,421
|
|
Over 5 years
|
|
|
5,536
|
|
Intangible assets, net of accumulated amortization, as of
December 31, 2007 and 2006, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Goodwill
|
|
W
|
75,556
|
|
|
W
|
90,105
|
|
Negative goodwill
|
|
|
(1,243
|
)
|
|
|
(1,388
|
)
|
Intellectual property rights
|
|
|
1,811
|
|
|
|
1,221
|
|
Land usage rights
|
|
|
13,100
|
|
|
|
23,439
|
|
Development costs
|
|
|
91,965
|
|
|
|
67,862
|
|
Port facilities usage rights
|
|
|
130,234
|
|
|
|
112,102
|
|
Long-term electricity supply contract rights
|
|
|
61,857
|
|
|
|
68,544
|
|
Other intangible assets(1)
|
|
|
197,499
|
|
|
|
195,197
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
570,779
|
|
|
W
|
557,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company capitalized costs directly related to the Enterprise
Resource Planning (ERP) system and the process innovation as
other intangible assets. |
F-45
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The changes in the carrying value of intangible assets for the
year ended December 31, 2007, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
Intercompany
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Acquisition
|
|
|
Disposal
|
|
|
(Recovery)
|
|
|
Others(1)
|
|
|
Transactions
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Goodwill
|
|
W
|
90,105
|
|
|
W
|
7,698
|
|
|
W
|
|
|
|
W
|
22,247
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
75,556
|
|
Negative goodwill
|
|
|
(1,388
|
)
|
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|
|
(261
|
)
|
|
|
|
|
|
|
(1,243
|
)
|
Intellectual property rights
|
|
|
1,221
|
|
|
|
3,260
|
|
|
|
|
|
|
|
1,067
|
|
|
|
(1,603
|
)
|
|
|
|
|
|
|
1,811
|
|
Land usage rights
|
|
|
23,439
|
|
|
|
|
|
|
|
386
|
|
|
|
1,200
|
|
|
|
(8,753
|
)
|
|
|
|
|
|
|
13,100
|
|
Development costs
|
|
|
67,862
|
|
|
|
42,749
|
|
|
|
75
|
|
|
|
14,684
|
|
|
|
(3,469
|
)
|
|
|
(418
|
)
|
|
|
91,965
|
|
Port facilities usage rights
|
|
|
112,102
|
|
|
|
37,153
|
|
|
|
|
|
|
|
18,658
|
|
|
|
(1
|
)
|
|
|
(362
|
)
|
|
|
130,234
|
|
Long-term electricity supply contract rights
|
|
|
68,544
|
|
|
|
|
|
|
|
|
|
|
|
6,687
|
|
|
|
|
|
|
|
|
|
|
|
61,857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets
|
|
|
195,197
|
|
|
|
62,411
|
|
|
|
132
|
|
|
|
70,427
|
|
|
|
15,034
|
|
|
|
(4,584
|
)
|
|
|
197,499
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
557,082
|
|
|
W
|
153,271
|
|
|
W
|
593
|
|
|
W
|
134,564
|
|
|
W
|
947
|
|
|
W
|
(5,364
|
)
|
|
W
|
570,779
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in the carrying value of intangible assets for the
year ended December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
Intercompany
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Acquisition
|
|
|
Disposal
|
|
|
(Recovery)
|
|
|
Others(1)
|
|
|
Transactions
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Goodwill
|
|
W
|
|
|
|
W
|
100,088
|
|
|
W
|
|
|
|
W
|
9,983
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
90,105
|
|
Negative goodwill
|
|
|
(1,794
|
)
|
|
|
|
|
|
|
|
|
|
|
(406
|
)
|
|
|
|
|
|
|
|
|
|
|
(1,388
|
)
|
Intellectual property rights
|
|
|
1,394
|
|
|
|
50
|
|
|
|
9
|
|
|
|
230
|
|
|
|
16
|
|
|
|
|
|
|
|
1,221
|
|
Land usage rights
|
|
|
43,422
|
|
|
|
2,503
|
|
|
|
21,571
|
|
|
|
195
|
|
|
|
(720
|
)
|
|
|
|
|
|
|
23,439
|
|
Development costs
|
|
|
47,299
|
|
|
|
3,527
|
|
|
|
418
|
|
|
|
5,025
|
|
|
|
22,870
|
|
|
|
(391
|
)
|
|
|
67,862
|
|
Port facilities usage rights
|
|
|
127,258
|
|
|
|
3,272
|
|
|
|
|
|
|
|
18,429
|
|
|
|
1
|
|
|
|
|
|
|
|
112,102
|
|
Long-term electricity supply contract rights
|
|
|
|
|
|
|
73,559
|
|
|
|
|
|
|
|
5,015
|
|
|
|
|
|
|
|
|
|
|
|
68,544
|
|
Other intangible assets
|
|
|
236,130
|
|
|
|
58,057
|
|
|
|
650
|
|
|
|
66,340
|
|
|
|
(25,969
|
)
|
|
|
(6,031
|
)
|
|
|
195,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
453,709
|
|
|
W
|
241,056
|
|
|
W
|
22,648
|
|
|
W
|
104,811
|
|
|
W
|
(3,802
|
)
|
|
W
|
(6,422
|
)
|
|
W
|
557,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes transfers of an asset, adjustments arising from foreign
currency translations and changes in consolidation scope, and
others. |
The amortization expense for the years ended December 31,
2007 and 2006, was classified under the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of
|
|
|
|
Korean won)
|
|
|
Cost of goods sold
|
|
W
|
77,911
|
|
|
W
|
71,880
|
|
Selling and administrative expenses
|
|
|
56,653
|
|
|
|
45,124
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
134,564
|
|
|
W
|
117,004
|
|
|
|
|
|
|
|
|
|
|
F-46
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The list of significant intangible assets follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
Account
|
|
|
|
2007
|
|
|
2006
|
|
|
Useful Life
|
|
Goodwill
|
|
Excess investment amount over fair value in POSCO Power Co.,
Ltd.
|
|
W
|
68,894
|
|
|
W
|
90,105
|
|
|
3 years
|
Port facilities usage rights
|
|
Usage right of Masan circulation base
|
|
|
24,742
|
|
|
|
26,624
|
|
|
13 years
|
Other intangible assets
|
|
Pohang/Gwangyang MES
|
|
|
30,719
|
|
|
|
69,621
|
|
|
1 years
|
The estimated aggregated amortization expenses for each of the
next five fiscal years are as follows:
|
|
|
|
|
|
|
(In millions of Korean won)
|
|
|
2008
|
|
W
|
113,329
|
|
2009
|
|
|
77,741
|
|
2010
|
|
|
68,853
|
|
2011
|
|
|
49,903
|
|
2012
|
|
|
19,334
|
|
|
|
|
|
|
|
|
W
|
329,160
|
|
|
|
|
|
|
|
|
10.
|
Research
and Development Costs, and Others
|
For the year ended December 31, 2007, the Company expensed
research and development costs amounting to
W343,076 million (2006:
W325,040 million), charging
W290,230 million (2006:
W271,005 million) to cost of goods sold,
and W52,846 million (2006:
W54,035 million) to selling and
administrative expenses.
Other assets as of December 31, 2007 and 2006, consist of
the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Other current assets
|
|
|
|
|
|
|
|
|
Short-term loans receivable (Notes 28)
|
|
W
|
54,985
|
|
|
W
|
34,071
|
|
Accrued income
|
|
|
53,600
|
|
|
|
74,037
|
|
Advance payments
|
|
|
373,167
|
|
|
|
263,623
|
|
Prepaid expenses
|
|
|
58,319
|
|
|
|
18,285
|
|
Others
|
|
|
86,237
|
|
|
|
72,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
626,308
|
|
|
|
462,064
|
|
Less: Allowance for doubtful accounts
|
|
|
(34,436
|
)
|
|
|
(70,951
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
591,872
|
|
|
W
|
391,113
|
|
|
|
|
|
|
|
|
|
|
Other long-term assets
|
|
|
|
|
|
|
|
|
Other investment assets (Notes 5 and 8)
|
|
W
|
116,409
|
|
|
W
|
135,406
|
|
Less: Allowance for doubtful accounts
|
|
|
(789
|
)
|
|
|
(34,646
|
)
|
Present value discount
|
|
|
(503
|
)
|
|
|
(112
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
115,117
|
|
|
W
|
100,648
|
|
|
|
|
|
|
|
|
|
|
F-47
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
12.
|
Short-Term
Borrowings
|
Short-term borrowings as of December 31, 2007 and 2006,
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Interest
|
|
|
|
|
|
|
Financial Institutions
|
|
Rate (%)
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Won currency borrowings
|
|
|
|
|
|
|
|
|
|
|
Shinhan Bank and others
|
|
0.8 ~ 6.49
|
|
W
|
247,598
|
|
|
W
|
111,394
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency borrowings
|
|
|
|
|
|
|
|
|
|
|
Yamaguchi Bank and others
|
|
4.90
|
|
|
8,110
|
|
|
|
24,029
|
|
Shinhan Bank and others
|
|
0.35 ~ 17.00
|
|
|
1,316,312
|
|
|
|
1,103,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,324,422
|
|
|
|
1,127,355
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,572,020
|
|
|
W
|
1,238,749
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of long-term debts as of December 31, 2007
and 2006, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Interest
|
|
|
|
|
|
|
Financial Institutions
|
|
Rate (%)
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Debentures
|
|
|
|
|
|
|
|
|
|
|
Domestic and foreign debentures
|
|
2.05 ~ 6.55
|
|
W
|
460,192
|
|
|
W
|
231,100
|
|
Less: Discount on debentures issued
|
|
|
|
|
(527
|
)
|
|
|
(203
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
459,665
|
|
|
|
230,897
|
|
|
|
|
|
|
|
|
|
|
|
|
Won currency borrowings
|
|
|
|
|
|
|
|
|
|
|
Korea Exchange Bank and others
|
|
1.00-5.70
|
|
|
3,147
|
|
|
|
1,885
|
|
Foreign currency borrowings
|
|
|
|
|
|
|
|
|
|
|
Development Bank of Japan and others
|
|
1.00-4.60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,711
|
|
|
|
162,485
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,858
|
|
|
|
164,370
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from foreign financial institutions
|
|
|
|
|
|
|
|
|
|
|
Sumitomo Bank and others
|
|
2.00
|
|
|
|
|
|
|
|
|
|
|
LIBOR + 0.80
|
|
|
879
|
|
|
|
8,797
|
|
|
|
|
|
|
|
|
|
|
|
|
Lease obligation
|
|
|
|
|
|
|
|
|
|
|
HP Financial Services
|
|
5.00
|
|
|
|
|
|
|
348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
483,402
|
|
|
W
|
404,412
|
|
|
|
|
|
|
|
|
|
|
|
|
F-48
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Debentures as of December 31, 2007 and 2006, are as follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Interest
|
|
|
|
|
|
|
|
|
Rate (%)
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Domestic debentures
|
|
4.02 - 6.55
|
|
W
|
1,883,515
|
|
|
W
|
1,467,653
|
|
Samurai bonds
|
|
2.05
|
|
|
416,665
|
|
|
|
390,915
|
|
Euro bonds
|
|
5.88
|
|
|
281,460
|
|
|
|
278,880
|
|
Exchangeable bonds(1)
|
|
|
|
|
430,182
|
|
|
|
403,596
|
|
Float rating note
|
|
5.67
|
|
|
84,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,096,260
|
|
|
|
2,541,044
|
|
Less: Current portion
|
|
|
|
|
(460,192
|
)
|
|
|
(231,100
|
)
|
Discount on debentures issued
|
|
|
|
|
(12,195
|
)
|
|
|
(13,144
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
2,623,873
|
|
|
W
|
2,296,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
POSCO issued exchangeable bonds on August 20, 2003. They
are exchangeable with 15,267,837 SK Telecom Co., Ltd. American
Depository Receipts (ADRs). Details of exchangeable bonds are as
follows: |
|
|
|
Issuance date:
|
|
August 20, 2003
|
Maturity date:
|
|
August 20, 2008 (full amount of principal is repaid if not
exercised)
|
Rate:
|
|
Interest rate of zero percent
|
Face value:
|
|
JPY 51,622,000,000
|
Issuance price:
|
|
JPY 51,880,110,000
|
Exchangeable price:
|
|
JPY 3,019/ADR
|
Exercise call period:
|
|
Commencing ten business days following the issuance date until
ten business days prior to maturity date
|
Exercise put period:
|
|
Exactly three years following the payment date
|
On August 20, 2003, POSCO sold its 15,267,837 SK Telecom
Co., Ltd. ADRs to Zeus (Cayman), a tax-exempted subsidiary
formed under the laws of Cayman Islands. Zeus issued
zero-coupon, exchangeable bonds amounting to
JPY51,622 million which are fully and unconditionally
guaranteed by POSCO and due in 2008. POSCO may elect to pay the
holder cash in lieu of delivering SK Telecom Co., Ltd. ADRs (the
Cash Settlement Option). The number of ADRs the
holder is entitled to receive will be calculated by dividing the
aggregate principal amount of the Notes to be exchanged by the
exchangeable price. Under the Cash Settlement Option, such
holder is entitled to receive the cash equivalent of the market
value of ADRs upon exercise. These bonds are non-interest
bearing and are exchangeable with SK Telecom Co., Ltd. ADRs at
the option of the bondholder. The transaction between POSCO and
Zeus is deemed a borrowing transaction under Korean generally
accepted accounting principles. From 2004, in compliance with
the terms of the exchangeable bonds, the dividends earned by
Zeus from the SK Telecom Co., Ltd. ADRs were used to purchase
additional 1,830,726 ADRs which brought down the exchangeable
bond price to JPY3,019/ADR.
F-49
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Long-term borrowings as of December 31, 2007 and 2006, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Interest
|
|
|
|
|
|
|
Financial Institutions
|
|
Rate (%)
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Won currency borrowings
|
|
|
|
|
|
|
|
|
|
|
The Korea Resources Corporation and others
|
|
Representative
|
|
W
|
45,100
|
|
|
W
|
77,951
|
|
|
|
Borrowing Rate(1) ~2.25
|
|
|
|
|
|
|
|
|
The Korea Development Bank and others
|
|
1.00 ~ 6.50
|
|
|
155,259
|
|
|
|
|
|
Less: Current portion
|
|
|
|
|
(3,147
|
)
|
|
|
(1,885
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
197,212
|
|
|
|
76,066
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency borrowings(2)
|
|
|
|
|
|
|
|
|
|
|
Development Bank of Japan and others
|
|
1.08 ~ 6.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
498,757
|
|
|
|
488,672
|
|
Less: Current portion
|
|
|
|
|
(19,711
|
)
|
|
|
(162,485
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
479,046
|
|
|
|
326,187
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans from foreign financial institutions
|
|
|
|
|
|
|
|
|
|
|
Natexis Banques Populaires
|
|
2.00
|
|
|
7,234
|
|
|
|
7,179
|
|
Sumitomo Bank and others(3)
|
|
|
|
|
|
|
|
|
28,067
|
|
Less: Current portion
|
|
|
|
|
(879
|
)
|
|
|
(8,797
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,355
|
|
|
|
26,449
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
682,613
|
|
|
W
|
428,702
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The average yield of
3-year
government bond is utilized for the annual interest rate
calculation. The average yield of
3-year
government bond is rounded off to the nearest 0.25% |
|
(2) |
|
Foreign currency borrowings include long-term borrowing
amounting to W957 million, the repayment
of which depends on the result of the oil exploration in the
Aral Sea in Uzbekistan with Korea National Oil Corporation. |
|
(3) |
|
The loans from Sumitomo Bank and others were scheduled to be
redeemed until 2010, but the Company redeemed early during
current year for the benefit of less interest expense. |
Certain current assets, inventories, investments and property,
plant and equipment are pledged as collaterals for the above
borrowings.
F-50
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Contractual maturities of long-term debts outstanding as of
December 31, 2007, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Won
|
|
|
|
|
|
Loans from
|
|
|
|
|
|
|
|
|
|
Currency
|
|
|
Foreign Currency
|
|
|
Foreign Financial
|
|
|
|
|
Year
|
|
Debentures
|
|
|
Borrowings
|
|
|
Borrowings
|
|
|
Institutions
|
|
|
Total
|
|
|
|
(In millions of Korean won)
|
|
|
2008
|
|
W
|
460,192
|
|
|
W
|
3,147
|
|
|
W
|
19,711
|
|
|
W
|
879
|
|
|
W
|
483,929
|
|
2009
|
|
|
329,455
|
|
|
|
7,466
|
|
|
|
352,774
|
|
|
|
879
|
|
|
|
690,574
|
|
2010
|
|
|
178,488
|
|
|
|
17,597
|
|
|
|
117,826
|
|
|
|
879
|
|
|
|
314,790
|
|
2011
|
|
|
930,000
|
|
|
|
76,458
|
|
|
|
5,364
|
|
|
|
879
|
|
|
|
1,012,701
|
|
Thereafter
|
|
|
1,198,125
|
|
|
|
95,691
|
|
|
|
3,082
|
|
|
|
3,718
|
|
|
|
1,300,616
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
3,096,260
|
|
|
W
|
200,359
|
|
|
W
|
498,757
|
|
|
W
|
7,234
|
|
|
W
|
3,802,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of assets pledged as collaterals for short-term
borrowings and long-term debts, as well as for performance
guarantee, as of December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beneficiaries
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Land
|
|
Mizuho Bank and others
|
|
W
|
253,096
|
|
|
W
|
74,198
|
|
Buildings and structures
|
|
The Korea Development Bank and others
|
|
|
187,611
|
|
|
|
134,531
|
|
Machinery and equipment
|
|
The Korea Development Bank and others
|
|
|
392,230
|
|
|
|
461,413
|
|
Short-term and long-term financial instruments
|
|
The Korea Development Bank
|
|
|
4,000
|
|
|
|
5,600
|
|
Trade accounts and notes receivable
|
|
Mizuho Bank and others
|
|
|
47,268
|
|
|
|
44,445
|
|
Available-for-sale securities
|
|
Exchangeable bond holder
|
|
|
685,402
|
|
|
|
410,796
|
|
Held-to-maturity securities
|
|
Gyeongsangbuk-do provincial office
|
|
|
31,440
|
|
|
|
31,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,601,047
|
|
|
W
|
1,162,317
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of loans from foreign financial institutions guaranteed
by a financial institution as of December 31, 2007 and
2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Foreign
|
|
Won
|
|
|
Foreign
|
|
Won
|
|
Financial Institutions
|
|
Currency
|
|
Equivalent
|
|
|
Currency
|
|
Equivalent
|
|
|
|
(In millions of Korean won)
|
|
|
Korea Development Bank
|
|
EUR 5,236,941
|
|
W
|
7,234
|
|
|
EUR 6,062,451
|
|
W
|
7,410
|
|
As of December 31, 2007, subsidiaries are provided with
guarantees amounting to W311,890 million
from Seoul Guarantee Insurance Company for their contract
commitments.
F-51
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
14.
|
Accrued
Severance Benefits
|
The changes in accrued severance benefits for the year ended
December 31, 2007, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Increase
|
|
|
Decrease
|
|
|
Adjustments(1)
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Accrued severance benefits
|
|
W
|
834,047
|
|
|
W
|
214,720
|
|
|
W
|
63,264
|
|
|
W
|
1,453
|
|
|
W
|
986,956
|
|
National Pension Fund
|
|
|
(2,385
|
)
|
|
|
|
|
|
|
(181
|
)
|
|
|
(71
|
)
|
|
|
(2,275
|
)
|
Group severance insurance deposits
|
|
|
(500,656
|
)
|
|
|
(179,882
|
)
|
|
|
(32,517
|
)
|
|
|
(565
|
)
|
|
|
(648,586
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
331,006
|
|
|
W
|
34,838
|
|
|
W
|
30,566
|
|
|
W
|
817
|
|
|
W
|
336,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in accrued severance benefits for the year ended
December 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
|
|
|
|
|
|
|
|
|
Ending
|
|
|
|
Balance
|
|
|
Increase
|
|
|
Decrease
|
|
|
Adjustments(1)
|
|
|
Balance
|
|
|
|
(In millions of Korean won)
|
|
|
Accrued severance benefits
|
|
W
|
723,954
|
|
|
W
|
144,602
|
|
|
W
|
41,048
|
|
|
W
|
6,539
|
|
|
W
|
834,047
|
|
National Pension Fund
|
|
|
(2,515
|
)
|
|
|
|
|
|
|
(218
|
)
|
|
|
(88
|
)
|
|
|
(2,385
|
)
|
Group severance insurance deposits
|
|
|
(446,627
|
)
|
|
|
(113,682
|
)
|
|
|
(63,507
|
)
|
|
|
(3,854
|
)
|
|
|
(500,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
274,812
|
|
|
W
|
30,920
|
|
|
W
|
(22,677
|
)
|
|
W
|
2,597
|
|
|
W
|
331,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes foreign currency adjustments, changes in consolidation
scope and others. |
The Company expects to pay the following future benefits to its
employees upon their normal retirement age:
|
|
|
|
|
|
|
(In millions of Korean won)
|
|
|
2008
|
|
W
|
26,655
|
|
2009
|
|
|
31,831
|
|
2010
|
|
|
45,263
|
|
2011
|
|
|
51,778
|
|
20122017
|
|
|
448,912
|
|
|
|
|
|
|
|
|
W
|
604,439
|
|
|
|
|
|
|
The above amounts were determined based on the employee
current salary rates and the number of service years that will
be accumulated upon their retirement date. These amounts do not
include amounts that might be paid to employees that will cease
working with the Company before their normal retirement age.
F-52
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Other liabilities as of December 31, 2007 and 2006, consist
of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Other current liabilities
|
|
|
|
|
|
|
|
|
Advances received
|
|
W
|
405,548
|
|
|
W
|
405,450
|
|
Unearned revenue
|
|
|
1,725
|
|
|
|
2,648
|
|
Others
|
|
|
54,085
|
|
|
|
99,297
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
461,358
|
|
|
W
|
507,395
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
|
|
|
|
|
|
Reserve for allowance
|
|
W
|
29,176
|
|
|
W
|
22,427
|
|
Others (Note 21)
|
|
|
205,682
|
|
|
|
125,759
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
234,858
|
|
|
W
|
148,186
|
|
|
|
|
|
|
|
|
|
|
|
|
16.
|
Commitments
and Contingencies
|
As of December 31, 2007, contingent liabilities for
outstanding guarantees provided for the repayment of loans of
affiliated companies are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
Won
|
|
Grantors
|
|
Entity Being Guaranteed
|
|
Financial Institution
|
|
Guaranteed(1)
|
|
|
Equivalent
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
POSCO
|
|
BX STEEL POSCO Cold
|
|
Bank of China and others
|
|
CNY
|
145,200,000
|
|
|
W
|
18,651
|
|
|
|
Rolled Sheet Co., Ltd.
|
|
|
|
US$
|
17,000,000
|
|
|
|
15,949
|
|
|
|
Zhangjiagang Pohang
Stainless Steel Co., Ltd.
|
|
Bank of China and others
|
|
US$
|
199,925,000
|
|
|
|
187,570
|
|
|
|
Zhongyue
POSCO(Qinhuangdao)
|
|
Industrial & Commercial Bank of China
|
|
US$
|
10,200,000
|
|
|
|
9,570
|
|
|
|
Tinplate Industrial Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO Investment Co.,
|
|
Bank of Tokyo-Mitsubishi
|
|
CNY
|
87,000,000
|
|
|
|
11,175
|
|
|
|
Ltd.
|
|
|
|
US$
|
42,000,000
|
|
|
|
39,404
|
|
POSCO E&C
|
|
Taegisan Wind Power
Corporation
|
|
Standard Chartered Korea First Bank
|
|
KRW
|
12,252
|
|
|
|
12,252
|
|
|
|
IBC Corporation
|
|
POSCO Investment Co., Ltd.
|
|
US$
|
15,000,000
|
|
|
|
14,073
|
|
|
|
POSLILAMA Steel
|
|
The Export-Import Bank
|
|
US$
|
53,000,000
|
|
|
|
49,725
|
|
|
|
Structure Co., Ltd.
|
|
of Korea and others
|
|
|
|
|
|
|
|
|
POSCO-Japan Co., Ltd.
|
|
POSCO-JNPC Co., Ltd.
|
|
Lisona Bank and others
|
|
JPY
|
3,600,000,000
|
|
|
|
30,000
|
|
|
|
POSCO-JOPC Co., Ltd.
|
|
Mizuho Bank and others
|
|
JPY
|
2,080,000,000
|
|
|
|
17,333
|
|
POSCO Investment Co., Ltd.
|
|
Guangdong Pohang coated
Steel Co., Ltd.
|
|
Bank of Tokyo-Mitsubishi
|
|
US$
|
1,000,000
|
|
|
|
938
|
|
|
|
Zhangjiagang Pohang
Stainless Steel Co., Ltd.
|
|
ING and others
|
|
US$
|
120,000,000
|
|
|
|
112,584
|
|
|
|
Qingdao Pohang Stainless
Steel Co., Ltd.
|
|
Bank of Tokyo-Mitsubishi
|
|
US$
|
52,500,000
|
|
|
|
49,256
|
|
|
|
POSCO-MPPC S.A. de C.V.
|
|
Bank of Tokyo-Mitsubishi
|
|
US$
|
9,600,000
|
|
|
|
9,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
577,487
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Foreign currencies other than US dollars, Japanese yen, and
Chinese yuan are translated into US dollar amounts. |
F-53
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
As of December 31, 2006, contingent liabilities on
outstanding guarantees provided for the payment of loans of
affiliated companies amounted to
W597,928 million.
As of December 31, 2007, contingent liabilities on
outstanding guarantees provided to non-affiliated companies for
the repayment of loans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
|
|
Grantors
|
|
Entity Being Guaranteed
|
|
Financial Institution
|
|
Guaranteed(1)
|
|
|
Won Equivalent
|
|
|
|
|
|
|
|
|
|
|
(In millions)
|
|
|
POSCO
|
|
DC Chemical Co., Ltd.
|
|
E1 Co., Ltd.
|
|
KRW
|
640
|
|
|
|
640
|
|
|
|
The Siam United Steel Co., Ltd.
|
|
Japan Bank for International Cooperation
|
|
US$
|
5,120,535
|
|
|
|
4,804
|
|
|
|
Zeus
|
|
Related creditors
|
|
JPY
|
51,622,000,000
|
|
|
|
430,182
|
|
POSCO E&C
|
|
Daejeon Energy System Co., Ltd.
|
|
Woori Bank
|
|
KRW
|
17,475
|
|
|
|
17,475
|
|
|
|
Daejeon Cogeneration Plant Co., Ltd.
|
|
Woori Bank and others
|
|
KRW
|
22,600
|
|
|
|
22,600
|
|
|
|
Pan Pacific Corp
|
|
Korea Exchange Bank
|
|
KRW
|
10,998
|
|
|
|
10,998
|
|
POSTEEL
|
|
GIPI
|
|
Qutar National Bank and others
|
|
US$
|
12,000,000
|
|
|
|
11,258
|
|
Samjung Packing & Aluminum Co., Ltd.
|
|
Pyungsan SI Ltd
|
|
Seoul Guarantee Insurance Company
|
|
KRW
|
5,262
|
|
|
|
5,262
|
|
POSCO Machinery Co., Ltd
|
|
Jaesan Energy
|
|
Hana Bank
|
|
KRW
|
7,189
|
|
|
|
7,189
|
|
|
|
Changhwan develop
|
|
Hana Bank
|
|
KRW
|
7,098
|
|
|
|
7,098
|
|
|
|
Halla Electric Co., Ltd
|
|
Shinhan Bank
|
|
KRW
|
6,586
|
|
|
|
6,586
|
|
POSCO E&C(Beijing) Co., Ltd.
|
|
YU RA CORPORATION
|
|
Korea Exchange Bank Beijing office
|
|
CNY
|
4,540,000
|
|
|
|
583
|
|
|
|
STX Construction (Dalian) Co., Ltd.
|
|
Korea Exchange Bank Beijing office
|
|
CNY
|
12,680,000
|
|
|
|
1,629
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
526,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Foreign currencies other than US dollars, Japanese yen, and
Chinese yuan are translated into US dollar amounts. |
As of December 31, 2006, the Company has outstanding
payment guarantees for related companies and others amounting to
W475,839 million.
POSCO E&C has provided the completion guarantees for
Samsung Corporation amounting to
W1,593,039 million while Samsung
Corporation provides the completion guarantees and payment
guarantees on customers borrowings on behalf of POSCO
E&C amounting to W1,256,642 million
as of December 31, 2007. Also, POSCO E&C has provided
the guarantee of debts for Ilgun Co., Ltd. and 12 other
companies amounting to W1,169,200 million.
In addition, POSCO E&C provides a guarantee for Eco-Town
Corporation, an investee, amounting to
W143,260 million for its debts.
POSCO E&C maintains escrow account of
W71,856 million under its name based on
the operation agreements with customers in certain construction
contracts. POSCO E&C does not record this escrow account in
its books but maintains it as a memo account to reflect economic
substance in which the ownership belongs to the customers.
As of December 31, 2007, the Company acquired certain tools
and equipment under operating lease agreements with Macquarie
Capital Korea Co., Ltd. The Companys lease expenses, with
respect to the above
F-54
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
lease agreements, amounted to
W7,332 million for the year ended
December 31, 2007. Future lease payments under the above
lease agreements are as follows:
|
|
|
|
|
Year
|
|
Amount
|
|
|
2008
|
|
W
|
6,967
|
|
2009
|
|
|
5,145
|
|
2010
|
|
|
1,961
|
|
2011
|
|
|
1,968
|
|
Thereafter
|
|
|
3,941
|
|
|
|
|
|
|
|
|
W
|
19,982
|
|
|
|
|
|
|
As of December 31, 2007, the Company and certain
subsidiaries are defendants in legal actions arising from the
normal course of business. Details as follows:
|
|
|
|
|
|
|
Company
|
|
Plaintiff
|
|
Amount
|
|
Description
|
|
|
(In millions of Korean won)
|
|
POSCO
|
|
Songdo Construction Co.,Ltd. and others
|
|
2,728
|
|
15 lawsuits including claim for operation damages due to loss of
the sands at beach
|
POSCO E & C
|
|
Kimboksik and other 28
|
|
7,382
|
|
Claim for restitution related to termination of 174 store
agreements in Boondang Mestar
|
|
|
Gujaeun and other 19
|
|
7,363
|
|
Claim for refund of Sindorim Posvill Bldg land sale amount
|
|
|
Hwangjaeho and others
|
|
6,140
|
|
Lawsuit filed on construction of residents-only sports comlex in
Songdo Firstworld
|
|
|
eRoomE&C Co., Ltd.
|
|
3,490
|
|
Claim for refund of unjust enrichment related to Ireland Park in
Yeoido
|
|
|
FS KOREA
|
|
2,754
|
|
Claim for consulting commission for sale of Jinju Department
Store
|
|
|
Doo-A industrial Development Co.
|
|
2,010
|
|
Claim for restitution related to Daejeon Yuseong PJT
|
|
|
Others
|
|
7,260
|
|
Lawsuit for return of loans to Taewoong Development related to
studio apartment in Seomyeon and others
|
Posteel Co., Ltd.
|
|
CORE METAL INDUSTRY CO., LTD.
|
|
US$1,246,535
|
|
Claim for restitution for cancellation of agreement (Partially
won in 2nd judicial decision and appealed by plaintiff)
|
The Company believes that although the outcome of these matters
is uncertain, they would not result in a material ultimate loss
for the Company.
POSCO entered into long-term contracts to purchase iron ore,
coal, nickel, chrome and stainless steel scrap. These contracts
generally have terms of five to ten years and provide for
periodic price adjustments to the market price. As of
December 31, 2007, 414 million tons of iron ore and
83 million tons of coal remained to be purchased under such
long-term contracts.
POSCO entered into a contract on the usage of bulk carriers with
Keo Yang Shipping Co., Ltd. and others in order to ensure the
transportation of raw materials.
On July 1, 2005, POSCO entered into an agreement with
Tangguh Liquefied Natural Gas (LNG) Consortium in Indonesia
regarding the commitment to purchase 550 thousand tons of LNG
annually for 20 years.
F-55
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The Company entered into a foreign currency borrowing agreement
of up to US$69 million with Korea National Oil Corporation
(KNOC) related to the exploration of gas field in
the Aral Sea. The repayment obligation is subject to results of
the exploration. If the exploration fails, the Company will be
exempted from all or portion of the repayment obligation. But if
it succeeds, the portion of the project income is payable to the
KNOC.
POSCO Power Corp. provides its whole capacity to Korea Electric
Power Corp. in accordance with a long term contract. The price
of electric power provided by POSCO Power Corp. is decided using
the method of compensating fixed payments and expenses for the
cost of production and the investment on electric power
production equipment based on the contract. In addition, the
Company has been provided with payment guarantee of
W36,160 million from Seoul Guarantee
Insurance as electric power supply collateral to Korea Electric
Power Corp.
In addition, POSCO Power Corp. provides warranty for defects in
fuel-cell batteries installed on the shipway and, Boondang
fuel-cell generated power plant of Korea South-East Power Co.,
Ltd.
As of December 31, 2007, POSCO has bank overdraft
agreements of up to W310,000 million with
Woori Bank and other six banks. In addition, the Company entered
into a credit purchase loan agreement with Industrial Bank of
Korea and six other banks for credit lines of up to
W240,000 million and short-term borrowing
agreement of up to W325,000 million with
Woori Bank and other four banks. The Company has an agreement
with Woori Bank and others to open letters of credit, documents
against acceptance and documents against payment amounting to
US$485 million and to borrow US$115 million in foreign
short-term borrowings. The accounts receivables in foreign
currency sold to financial institutions and outstanding as of
December 31, 2007, amount to US$40 million for which
the Company is contingently liable upon the issuers
default. In addition, POSCO has provided two blank promissory
notes to Korea Resources Corp. and three blank promissory notes
to Korea National Oil Corp. as collateral for long-term debt.
As of December 31, 2007, POSCO E&C has bank overdraft
agreements of up to W534,200 million with
Woori Bank and other nine banks. POSCO E&C has provided 14
blank promissory notes and nine other notes, approximately
amounting to W101,813 million, to other
financial institutions as collaterals for agreements and
outstanding loans. POSCO E&C has provided seven blank
checks and one other check, approximately amounting to
W2,500 million as collaterals for
agreements and outstanding loans as of December 31, 2007.
As of December 31, 2007, Posteel Co., Ltd. has entered into
local and foreign credit agreements, of up to
W613,399 million and with Hana Bank and
other banks of which W464,193 million
remains unused. In addition, Posteel Co., Ltd. has an unsettled
document against acceptance amounting to JPY 767 million
and US$46 million, and an unsettled document against
payment in relation to exports amounting to US$19 million.
As of December 31, 2007, POSCON Co., Ltd. has credit
purchase loan agreements with Shinhan Bank and other banks for
credit lines of up to W73,589 million and
US$183,000 and revolving loan agreements. In addition, POSCON
Co., Ltd. has entered into agreements with Kookmin Bank and
other banks for opening letters of credit in relation to trade
of up to US$19 million. As of December 31, 2007,
POSCON Co., Ltd. has provided a note amounting to
W1,517,890 thousand to Gyeonggi CES Co., Ltd.
as a guarantee for execution of a contract. And the accounts
receivables sold to financial institutions and outstanding as of
December 31, 2007, amount to W1,760,400
thousand for which the company is contingently liable upon the
issuers default.
As of December 31, 2007, Pohang Coated Steel Co., Ltd. has
provided a blank promissory note to Korea Zinc Company Ltd. as a
guarantee for the repayment of loan. In addition, Pohang Coated
Steel Co., Ltd. has local credit loan agreements, credit
purchase loan agreements and letters of credit in relation to
trade of up to W44,000 million and
US$5 million with Shinhan Bank and other banks. Pohang
Coated Steel Co., Ltd. has entered into an agreement with the
Export and Import Bank of Korea for export financing of up to
W50,000 million, and has entered into
trade financial agreements of up to
W5 million with Citibank Korea Inc.
As of December 31, 2007, POSDATA Co., Ltd. entered into
loan on bills agreements of up to
W193 million and US$100,000 with Shinhan
Bank and other four banks as of December 31, 2007.
F-56
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
As of December 31, 2007, POSCO Machinery &
Engineering Co., Ltd. has entered into a bank overdraft
agreement of up to W2,000 million with
Shinhan Bank, local credit loan agreements of up to
W6,000 million and credit purchase loan
agreements of up to W9,000 million with
Shinhan Bank, and overseas credit loan agreement of up to
US$10 million. In addition, POSCO Machinery &
Engineering Co., Ltd. has entered into an agreement with Shinhan
Bank for opening letters of credit in relation to trade of up to
US$3 million which amounted to US$160,974.27.
As of December 31, 2007, POS-AC Co., Ltd. has a bank
overdraft agreement with Woori Bank amounting to
W500 million and a loan agreement. In
addition, POS-AC Co., Ltd. has entered into various agreements
with Woori Bank for W1,000 million related
to discount of commercial bills, credit purchase loan up to
W3,000 million and US$500,000 related to
foreign currency payment.
As of December 31, 2007, POSCO Specialty Steel Co., Ltd.
has a loan agreement, secured by trade accounts receivable, of
up to W100,000 million with Woori Bank. As
of December 31, 2007, the Company has used
W35,602 million of this loan agreement. In
addition POSCO Specialty Steel Co., Ltd. has agreements with
Woori Bank and seven other banks for opening letters of credit
of up to US$55 million, and for a loan of up to
W165,000 million. It has outstanding
balances related to letters of credit of US$12 million, JPY
299 million and EUR 808 thousand. It has no
outstanding loan balances.
As of December 31, 2007, POSCO America Corp. has loan
agreements of up to US$125 million with Bank of America and
other banks and has outstanding balance of US$79.5 million.
As of December 31, 2007, POSCO Asia Co., Ltd. has loan
agreements of up to US$180 million with Bank of America and
other banks and has outstanding balance of US$16 million.
As of December 31, 2007, POS-Tianjin Coil Center Co., Ltd.
has loan agreements of up to US$10 million with HSBC and
has outstanding balance of US$4 million.
As of December 31, 2007, IBC Corporation Ltd. has loan
agreements of up to US$2 million with Korea Development
Bank.
As of December 31, 2007, Zhangjiagang Pohang Stainless
Steel Co., Ltd. has loan agreements of up to CNY
6,214 million and US$320 million with Bank of China
and other banks.
As of December 31, 2007, POSCO Refractories &
Environment Company Ltd. (POSREC) has a bank overdraft agreement
of up to W3,000 million each with Pusan
Bank and Woori Bank. In addition, POSREC has credit purchase
loan up to W12,000 million and outstanding
balance of W6,100 million. And POSREC has
entered into trade financial agreements of up to
US$5 million and W5,000 million with
Pusan Bank and others.
As of December 31, 2007, POSCO (Suzhou) Automotive
Processing center Co., Ltd. has a loan agreement up to
US$234 million with China Agriculture Bank and has
outstanding balance of US$99 million.
As of December 31, 2007, POS-Qingdao Coil Center Co., Ltd.
has a loan agreement up to US$5 million and
CNY48 million with HSBC and others, and has outstanding
balance of US$5 million and CNY 43 million.
As of December 31, 2007, POSCO-Japan Co., Ltd. has bank
overdraft agreements for working capital of up to JPY
54,272 million with MIZUHO bank and has outstanding balance
of JPY35 million.
As of December 31, 2007, POSMATE Co., Ltd. has provided a
blank promissory note to Hyundai Motor Service as a guarantee
for the maintenance of vehicles. In addition, POSMATE Co., Ltd.
has a bank overdraft agreements of up
toW3,000 million with Woori Bank.
As of December 31, 2007, Samjung Packing &
Aluminum Co., Ltd. has a bank overdraft agreement of up to
W1,000 million and purchase loan
agreements of up to W35,000 million with
Woori Bank and other banks. In addition, Samjung
Packing & Aluminum Co., Ltd. has entered into loan
agreements for energy equipment of up to
W870 million with Hana Bank. The accounts
receivable in foreign currency sold to financial institutions
and
F-57
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
outstanding as of December 31, 2007 and 2006, amount to
W7,095 million and
W4,549 million, respectively, for which
the Company is contingently liable upon the issuers
default. In addition, Samjung Packing & Aluminum Co.,
Ltd. has entered into an agreement with Woori Bank and four
other banks for opening letters of credit in relation to trade
of up to US$73.5 million.
As of December 31, 2007, POSCO power Co., Ltd. has a loan
agreement up to W53,000 million and
US$20 million with Kookmin Bank and two other banks.
As of December 31, 2007, POSCO-Foshan steel processing
center Co., Ltd. has a loan agreement up to US$882 million
and has outstanding balance of US$162 million.
As of December 31, 2007, POS-MPC S.A. de C.V. has a loan
agreement up to US$54.9 million with Standard Chartered and
has outstanding balance of US$31.6 million.
The stock subscription rights amounting to US$5 million
related to bond with warrants which was issued on
October 17, 2003 by POSCORE Co., Ltd., expired, and
outstanding as of December 31, 2007.
The accounts receivables of POSCORE Co,. Ltd. which was sold to
financial institutions and outstanding as of December 31,
2007, amount to \5,859 million for which the company is
contingently liable upon the issuers default.
As of December 31, 2007, 20 promisory notes and four
overdrafts of POSCORE Co,. Ltd. are still outstanding and voided
after work out.
As of December 31, 2007, Poscore Co., Ltd. entered into
credit purchase loan agreements of up to
W 40,000 million with Woori Bank and
other two banks, and trade account receivables discounting
agreements of up to W 14,600 million with
NongHyup and other two banks.
Under its Articles of Incorporation, the Company is authorized
to issue 200 million shares of capital stock with a par
value of W5,000 per share. The Company may
issue registered preferred stock, which is entitled to cash
dividends before common stock, in accordance with applicable
laws up to a certain amount. Dividend rates for preferred stock
of more than 9% require the Board of Directors approval.
The Company is authorized to issue to investors, other than its
shareholders, convertible debentures and bonds with warrants of
up to W2,000 billion each. It is also
authorized, subject to the Board of Directors approval, to
issue common shares to investors, other than its current
shareholders, for the issuance of depositary receipts, Employee
Stock Ownership Association subscription, and for other cases
provided in its Articles of Incorporation.
The Company is authorized, with the Board of Directors
approval, to retire its treasury stock in accordance with
applicable laws up to the maximum amount of certain
undistributed earnings. The 9,293,790 shares of common
stock have been retired with the Board of Directors
approval.
As of December 31, 2007, exclusive of retired stocks,
87,186,835 shares of common stock have been issued.
F-58
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Capital surplus as of December 31, 2007 and 2006, consists
of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Additional paid-in capital
|
|
W
|
463,205
|
|
|
W
|
462,810
|
|
Revaluation surplus
|
|
|
3,224,770
|
|
|
|
3,233,730
|
|
Others
|
|
|
488,617
|
|
|
|
338,733
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,176,592
|
|
|
W
|
4,035,273
|
|
|
|
|
|
|
|
|
|
|
Retained earnings as of December 31, 2007 and 2006, consist
of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Appropriated
|
|
|
|
|
|
|
|
|
Legal reserve
|
|
W
|
241,202
|
|
|
W
|
241,201
|
|
Appropriated retained earnings for business stabilization
|
|
|
918,300
|
|
|
|
918,300
|
|
Other legal reserve
|
|
|
1,445,000
|
|
|
|
1,383,333
|
|
Voluntary reserve
|
|
|
15,513,068
|
|
|
|
12,926,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,117,570
|
|
|
|
15,469,567
|
|
Unappropriated
|
|
|
3,649,732
|
|
|
|
3,393,766
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
21,767,302
|
|
|
W
|
18,863,333
|
|
|
|
|
|
|
|
|
|
|
Legal
Reserve
The Commercial Code of the Republic of Korea requires the
Company to appropriate, as a legal reserve, an amount equal to a
minimum of 10% of cash dividends paid, until such reserve equals
50% of its issued capital stock. The reserve is not available
for the payment of cash dividends, but may be transferred to
capital stock, or used to reduce accumulated deficit, if any,
with the ratification of the Companys majority
shareholders.
Other
Legal Reserve
Pursuant to the Special Tax Treatment Control Law, the Company
appropriates retained earnings as a reserve for overseas
investment loss and research and human resource development.
These reserves are not available for dividends, but may be
transferred to capital stock, or used to reduce accumulated
deficit, if any, with the ratification of the Companys
majority shareholders.
Voluntary
Reserve
The Company appropriates a certain portion of retained earnings,
such as reserve for business rationalization, reserve for
business expansion and appropriated retained earnings for
dividends, with the shareholders approval, as a voluntary
reserve. This reserve may be transferred to unappropriated
retained earnings the approval of shareholders, and may be
distributed as dividends after its reversal.
F-59
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Dividends
Details of interim and year-end dividends for the years ended
December 31, 2007, 2006 and 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim Cash Dividends
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Number of outstanding shares
|
|
|
75,816,426
|
|
|
|
77,780,460
|
|
|
|
78,759,934
|
|
Dividend ratio
|
|
|
50
|
%
|
|
|
40
|
%
|
|
|
40
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend amount
|
|
W
|
189,541
|
|
|
W
|
155,561
|
|
|
W
|
157,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Cash Dividends
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Number of outstanding shares
|
|
|
75,540,201
|
|
|
|
77,592,942
|
|
|
|
80,154,281
|
|
Dividend ratio
|
|
|
150
|
%
|
|
|
120
|
%
|
|
|
120
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend amount
|
|
W
|
566,552
|
|
|
W
|
465,558
|
|
|
W
|
480,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details of the dividend payout ratio and dividend yield ratio
for the years ended December 31, 2007, 2006 and 2005, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
Dividend
|
|
|
|
Payout Ratio
|
|
|
Yield Ratio
|
|
|
Payout Ratio
|
|
|
Yield Ratio
|
|
|
Payout Ratio
|
|
|
Yield Ratio
|
|
|
Common shares
|
|
|
21.25
|
%
|
|
|
1.74
|
%
|
|
|
18.74
|
%
|
|
|
2.59
|
%
|
|
|
15.87
|
%
|
|
|
3.96
|
%
|
Capital adjustments as of December 31, 2007 and 2006,
consist of the following:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Treasury stock
|
|
W
|
(2,715,964
|
)
|
|
W
|
(1,670,690
|
)
|
Others
|
|
|
(11,183
|
)
|
|
|
(7,539
|
)
|
|
|
|
|
|
|
|
|
|
|
|
W
|
(2,727,147
|
)
|
|
W
|
(1,678,229
|
)
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007, the Company holds
11,719,634 shares of its own common stock amounting to
W2,715,964 million.
The voting rights of treasury stock are restricted in accordance
with the Korean Commercial Code of the Republic of Korea. In
addition, the Company sold 207,322 shares of its treasury
stock to the association of employee stock ownership on
November 7, 2007, as approved by the Board of Directors on
October 19, 2007, and the difference between the fair value
and the proceeds from the sale was recognized as welfare expense.
F-60
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
21.
|
Stock
Appreciation Rights
|
POSCO granted stock appreciation rights to its executive
officers in accordance with the stock appreciation rights plan
approved by the Board of Directors. The details of the stock
appreciation rights granted are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st
Grant
|
|
2nd
Grant
|
|
3rd
Grant
|
|
4th
Grant
|
|
5th
Grant
|
|
6th
Grant
|
|
Before the modifications(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of shares
|
|
498,000 shares
|
|
60,000 shares
|
|
22,000 shares
|
|
141,500 shares
|
|
218,600 shares
|
|
90,000 shares
|
Exercise price
|
|
W98,400 per share
|
|
W135,800 per share
|
|
W115,600 per share
|
|
W102,900 per share
|
|
W151,700 per share
|
|
W194,900 per share
|
After the modifications(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
Grant date
|
|
July 23, 2001
|
|
April 27, 2002
|
|
September 18, 2002
|
|
April 26, 2003
|
|
July 23, 2004
|
|
April 28, 2005
|
Exercise price
|
|
W98,900 per share
|
|
W136,400 per share
|
|
W116,100 per share
|
|
W102,900 per share
|
|
W151,700 per share
|
|
W194,900 per share
|
Number of shares granted
|
|
453,576 shares
|
|
55,896 shares
|
|
20,495 shares
|
|
135,897 shares
|
|
214,228 shares
|
|
90,000 shares
|
Number of shares cancelled
|
|
19,409 shares
|
|
|
|
|
|
|
|
|
|
|
Number of shares exercised
|
|
414,272 shares
|
|
42,126 shares
|
|
6,931 shares
|
|
100,598 shares
|
|
55,284 shares
|
|
52,000 shares
|
Number of shares outstanding
|
|
19,895 shares
|
|
13,770 shares
|
|
13,564 shares
|
|
35,299 shares
|
|
158,944 shares
|
|
38,000 shares
|
Exercise period
|
|
July 24, 2003
|
|
April 28, 2004
|
|
Sept. 19, 2004
|
|
April 27, 2005
|
|
July 24, 2006
|
|
April 29, 2007
|
|
|
July 23, 2008
|
|
April 27, 2009
|
|
Sept. 18 2009
|
|
April 26, 2010
|
|
July 23, 2011
|
|
April 28, 2012
|
|
|
|
(1) |
|
The Company changed the number of shares granted and the
exercise price as presented above, in accordance with the
resolutions of the Board of Directors dated April 26, 2003,
October 17, 2003, and October 22, 2004. |
POSCO applied the intrinsic value method to calculate the
compensation cost related to the stock appreciation rights, and
such compensation costs are accounted for as other long-term
liabilities and amortized over the vesting period of the stock
grants.
The compensation costs for stock appreciation rights granted to
executives recognized for the year ended December 31, 2007,
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1st
Grant
|
|
|
2nd
Grant
|
|
|
3rd
Grant
|
|
|
4th
Grant
|
|
|
5th
Grant
|
|
|
6th
Grant
|
|
|
Total
|
|
|
|
(In millions of Korean won)
|
|
|
Prior periods
|
|
W
|
46,960
|
|
|
W
|
6,819
|
|
|
W
|
3,269
|
|
|
W
|
19,791
|
|
|
W
|
31,963
|
|
|
W
|
7,997
|
|
|
W
|
116,799
|
|
Current period
|
|
|
13,865
|
|
|
|
7,231
|
|
|
|
4,568
|
|
|
|
15,354
|
|
|
|
56,860
|
|
|
|
26,003
|
|
|
|
123,881
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
60,825
|
|
|
W
|
14,050
|
|
|
W
|
7,837
|
|
|
W
|
35,145
|
|
|
W
|
88,823
|
|
|
W
|
34,000
|
|
|
W
|
240,680
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company recorded the above compensation costs as selling and
administrative expenses. As of December 31, 2007,
liabilities related to stock appreciation rights which are
stated as long-term accrued expenses amount to
W123,479 million.
F-61
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following table summarizes information about appreciation
rights granted and expense recognized at the award date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Number of Stock
|
|
|
|
|
|
Number of Stock
|
|
|
Weighted-Average
|
|
|
Number of Stock
|
|
|
Weighted-Average
|
|
|
|
Stock Appreciation
|
|
|
|
|
|
Appreciation
|
|
|
Exercise Price per
|
|
|
Appreciation
|
|
|
Exercise Price per
|
|
|
|
Rights Outstanding,
|
|
|
Weighted-Average
|
|
|
Rights
|
|
|
Share
|
|
|
Rights
|
|
|
Share
|
|
|
|
(In Korean won)
|
|
|
Beginning of year
|
|
|
460,335
|
|
|
W
|
145,238
|
|
|
|
534,642
|
|
|
W
|
140,258
|
|
|
|
722,007
|
|
|
W
|
118,711
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,000
|
|
|
|
194,900
|
|
Excercised
|
|
|
(180,863
|
)
|
|
|
145,344
|
|
|
|
(74,307
|
)
|
|
|
109,404
|
|
|
|
(277,365
|
)
|
|
|
101,899
|
|
Canceled
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock appreciation rights outstanding, end of year
|
|
|
279,472
|
|
|
|
145,170
|
|
|
|
460,335
|
|
|
|
145,238
|
|
|
|
534,642
|
|
|
|
140,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excercisable at the year end
|
|
|
279,472
|
|
|
W
|
145,170
|
|
|
|
370,335
|
|
|
W
|
133,169
|
|
|
|
230,414
|
|
|
W
|
108,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average fair value at grant date
|
|
|
|
|
|
W
|
116,176
|
|
|
|
|
|
|
W
|
116,176
|
|
|
|
|
|
|
W
|
116,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes information about stock
appreciation rights outstanding at December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Appreciation Rights Outstanding
|
|
|
|
|
|
Weighted-Average
|
|
Weighted-Average
|
|
|
|
|
|
Remaining
|
|
Exercise Price
|
|
Exercise Prices
|
|
Shares
|
|
Contractual Life
|
|
per Share
|
|
|
|
(In Korean won)
|
|
|
|
98,900
|
|
|
|
19,895
|
|
|
0.56 years
|
|
W
|
98,900
|
|
|
136,400
|
|
|
|
13,770
|
|
|
1.32 years
|
|
|
136,400
|
|
|
116,100
|
|
|
|
13,564
|
|
|
1.72 years
|
|
|
116,100
|
|
|
102,900
|
|
|
|
35,299
|
|
|
2.32 years
|
|
|
102,900
|
|
|
151,700
|
|
|
|
158,944
|
|
|
3.56 years
|
|
|
151,700
|
|
|
194,900
|
|
|
|
38,000
|
|
|
4.33 years
|
|
|
194,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
279,472
|
|
|
3.10 years
|
|
W
|
145,170
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-62
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The Company has entered into cross currency swap agreements to
reduce interest rates and currency risks and currency forward
contracts with financial institutions to hedge the fluctuation
risk of future cash flows. The gains and losses on currency swap
and currency forward contracts for the year ended
December 31, 2007, and related contracts outstanding as of
December 31, 2007, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Statement
|
|
|
Comprehensive Income(*)
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Purpose of
|
|
Financial
|
|
Valuation
|
|
|
Valuation
|
|
|
Transaction
|
|
|
Transaction
|
|
|
Transaction
|
|
|
Transaction
|
|
Company
|
|
Transaction
|
|
Transaction
|
|
Institutions
|
|
Gain
|
|
|
Loss
|
|
|
Gain
|
|
|
Loss
|
|
|
Gain
|
|
|
Loss
|
|
|
|
(In millions of Korean won)
|
|
|
POSCO
|
|
Embedded
derivative
|
|
Hedge
|
|
KOREA ZINC INC
|
|
W
|
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
488
|
|
|
W
|
2,926
|
|
|
|
Currency future
|
|
Excahange
rate hedge
|
|
HSBE and others
|
|
|
301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,892
|
|
|
|
2,816
|
|
POSCO E&C
|
|
Currency
forward
|
|
Trading
|
|
Korea Exchange
Bank and others
|
|
|
1,212
|
|
|
|
2,606
|
|
|
|
|
|
|
|
|
|
|
|
485
|
|
|
|
300
|
|
Posteel Co.,Ltd.
|
|
|
|
|
|
SC Korea First
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Pohang Coated
Steel Co.,Ltd.
|
|
Currency future
|
|
Trading or Hedge
|
|
SC Korea First
Bank and others
|
|
|
2,374
|
|
|
|
987
|
|
|
|
|
|
|
|
|
|
|
|
3,023
|
|
|
|
114
|
|
POSDATA
|
|
Currency
forward
|
|
Cash flow hedge
|
|
Korea Exchange
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10
|
|
|
|
Currency
forward
|
|
Trading
|
|
SC Korea First
Bank
|
|
|
1
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
95
|
|
|
|
142
|
|
POSCO Specialty
Steel Co.,Ltd.
|
|
SWAP
|
|
Fair market
value hedge
|
|
SC Korea First
Bank
|
|
|
89
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SWAP
|
|
Cash flow hedge
|
|
SC Korea First
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
524
|
|
|
|
|
|
|
|
|
|
|
|
Currency
forward
|
|
Trading
|
|
Woori Bank and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
432
|
|
|
|
1
|
|
POSCO Power Co.,Ltd.
|
|
SWAP
|
|
Fair market
value hedge
|
|
ING Bank and others
|
|
|
1,368
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
274
|
|
|
|
|
|
|
|
SWAP
|
|
Cash flow hedge
|
|
ING Bank and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,510
|
|
|
|
|
|
|
|
|
|
POSCO Austrailia Pty. Ltd. (POSA)
|
|
Derivative
|
|
Trading
|
|
MML
|
|
|
7,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POS-MPC S.A.
de C.V.
|
|
Currency future
|
|
Fair market
value hedge
|
|
Standard
Chartered
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
12,741
|
|
|
W
|
3,617
|
|
|
W
|
|
|
|
W
|
4,034
|
|
|
W
|
17,689
|
|
|
W
|
6,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Gain and loss on valuation from cash flow hedge transactions are
recorded as other comprehensive income, net of tax effect. |
F-63
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The gains and losses on currency swap and currency forward
contracts for the year ended December 31, 2006, and related
contracts outstanding as of December 31, 2006, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Purpose of
|
|
Financial
|
|
Valuation
|
|
|
Valuation
|
|
|
Transaction
|
|
|
Transaction
|
|
Company
|
|
Transaction
|
|
Transaction
|
|
Institutions
|
|
Gain
|
|
|
Loss
|
|
|
Gain
|
|
|
Loss
|
|
|
|
(In millions of Korean won)
|
|
|
POSCO
|
|
Currency
forward
|
|
Trading
|
|
SC Korea First
Bank and others
|
|
W
|
|
|
|
W
|
|
|
|
W
|
779
|
|
|
W
|
11,491
|
|
|
|
Nickel future
|
|
|
|
Sempra Metal Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,205
|
|
POSCO E&C
|
|
Currency
forward
|
|
|
|
Citibank Korea
and others
|
|
|
1
|
|
|
|
791
|
|
|
|
732
|
|
|
|
920
|
|
Posteel Co.,Ltd.
|
|
|
|
|
|
Hana bank
and others
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
300
|
|
Pohang Coated Steel Co.,
|
|
|
|
|
|
Shinhan Bank
|
|
|
|
|
|
|
|
|
|
|
1,258
|
|
|
|
843
|
|
Ltd.
|
|
Option
|
|
|
|
|
|
|
1,856
|
|
|
|
12
|
|
|
|
1,734
|
|
|
|
83
|
|
POSDATA
|
|
Currency
forward
|
|
Cash flow hedge
|
|
Korea Exchange
Bank
|
|
|
|
|
|
|
|
|
|
|
53
|
|
|
|
25
|
|
POSCO Specialty
Steel Co.,Ltd.
|
|
|
|
Fair market
value hedge
|
|
SC Korea First
Bank
|
|
|
|
|
|
|
17
|
|
|
|
190
|
|
|
|
78
|
|
POSCO Power
Co.,Ltd.
|
|
SWAP
|
|
Trading
|
|
Korea Development
Bank and others
|
|
|
|
|
|
|
|
|
|
|
10,694
|
|
|
|
14,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,857
|
|
|
W
|
820
|
|
|
W
|
15,477
|
|
|
W
|
40,363
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The gains and losses on currency swap and currency forward
contracts for the year ended December 31, 2005, and related
contracts outstanding as of December 31, 2005, were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of
|
|
Purpose of
|
|
Financial
|
|
Valuation
|
|
|
Valuation
|
|
|
Transaction
|
|
|
Transaction
|
|
Company
|
|
Transaction
|
|
Transaction
|
|
Institutions
|
|
Gain
|
|
|
Loss
|
|
|
Gain
|
|
|
Loss
|
|
|
|
(In millions of Korean won)
|
|
|
POSCO
|
|
Currency
forward
|
|
Trading
|
|
SC Korea First
Bank and others
|
|
W
|
|
|
|
W
|
18,727
|
|
|
W
|
688
|
|
|
W
|
861
|
|
|
|
Nickel future
|
|
|
|
Sempra Metal
Ltd.
|
|
|
|
|
|
|
|
|
|
|
1,674
|
|
|
|
637
|
|
POSCO E&C
|
|
Currency
forward
|
|
|
|
Citibank Korea
and others
|
|
|
1,546
|
|
|
|
1,982
|
|
|
|
600
|
|
|
|
6,722
|
|
Posteel Co.,Ltd.
|
|
|
|
|
|
Hana bank and
others
|
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
37
|
|
Pohang Coated
|
|
|
|
|
|
Shinhan Bank
|
|
|
|
|
|
|
684
|
|
|
|
112
|
|
|
|
125
|
|
Steel Co.,Ltd.
|
|
Option
|
|
|
|
|
|
|
125
|
|
|
|
|
|
|
|
486
|
|
|
|
564
|
|
POSDATA
|
|
Currency
forward
|
|
|
|
Korea Exchange
Bank
|
|
|
|
|
|
|
|
|
|
|
90
|
|
|
|
12
|
|
POSCO Specialty Steel Co.,Ltd.
|
|
|
|
|
|
SC Korea First Bank
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
42
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,671
|
|
|
W
|
21,393
|
|
|
W
|
3,857
|
|
|
W
|
9,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-64
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
23.
|
Selling
and Administrative Expenses
|
Selling and administrative expenses for the years ended
December 31, 2007, 2006 and 2005, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Transportation and storage
|
|
W
|
619,499
|
|
|
W
|
539,589
|
|
|
W
|
492,921
|
|
Salaries
|
|
|
218,206
|
|
|
|
183,943
|
|
|
|
168,746
|
|
Welfare
|
|
|
123,584
|
|
|
|
111,666
|
|
|
|
116,542
|
|
Depreciation and amortization
|
|
|
87,257
|
|
|
|
72,983
|
|
|
|
60,742
|
|
Fees and charges
|
|
|
97,100
|
|
|
|
62,610
|
|
|
|
122,204
|
|
Advertising
|
|
|
103,979
|
|
|
|
87,666
|
|
|
|
98,158
|
|
Research and development expenses
|
|
|
52,846
|
|
|
|
54,035
|
|
|
|
52,545
|
|
Severance benefits
|
|
|
44,779
|
|
|
|
26,109
|
|
|
|
29,475
|
|
Sales commissions
|
|
|
54,955
|
|
|
|
42,644
|
|
|
|
23,409
|
|
Travel
|
|
|
25,870
|
|
|
|
21,468
|
|
|
|
18,808
|
|
Rent
|
|
|
19,389
|
|
|
|
16,313
|
|
|
|
16,345
|
|
Repairs
|
|
|
12,693
|
|
|
|
8,846
|
|
|
|
14,736
|
|
Training
|
|
|
20,094
|
|
|
|
18,496
|
|
|
|
17,367
|
|
Office supplies
|
|
|
9,053
|
|
|
|
6,957
|
|
|
|
7,654
|
|
Provision for doubtful accounts
|
|
|
62,026
|
|
|
|
117,337
|
|
|
|
104,310
|
|
Meeting
|
|
|
10,240
|
|
|
|
9,368
|
|
|
|
9,680
|
|
Taxes and public dues
|
|
|
29,519
|
|
|
|
18,936
|
|
|
|
14,914
|
|
Vehicle expenses
|
|
|
3,947
|
|
|
|
2,941
|
|
|
|
2,155
|
|
Membership fees
|
|
|
8,593
|
|
|
|
7,273
|
|
|
|
8,876
|
|
Sales promotions
|
|
|
5,651
|
|
|
|
22,471
|
|
|
|
5,745
|
|
Entertainment
|
|
|
10,561
|
|
|
|
7,904
|
|
|
|
7,315
|
|
Others
|
|
|
165,376
|
|
|
|
116,860
|
|
|
|
58,670
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,785,217
|
|
|
W
|
1,556,415
|
|
|
W
|
1,451,317
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Donations by the Company for the years ended December 31,
2007, 2006 and 2005, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
POSTECH
|
|
W
|
25,000
|
|
|
W
|
22,000
|
|
|
W
|
17,050
|
|
POSCO Educational Foundation
|
|
|
47,200
|
|
|
|
33,000
|
|
|
|
33,000
|
|
Employee benefit welfare
|
|
|
66,600
|
|
|
|
59,400
|
|
|
|
69,960
|
|
Others
|
|
|
58,566
|
|
|
|
40,278
|
|
|
|
33,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
197,366
|
|
|
W
|
154,678
|
|
|
W
|
153,018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-65
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Income tax expense for the years ended December 31, 2007,
2006 and 2005, consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Current income taxes
|
|
W
|
1,341,252
|
|
|
W
|
1,086,215
|
|
|
W
|
1,624,515
|
|
Deferred income taxes
|
|
|
51,397
|
|
|
|
28,531
|
|
|
|
(107,986
|
)
|
Carryforward income tax
|
|
|
2,714
|
|
|
|
3,948
|
|
|
|
4,187
|
|
Items charged directly to shareholders equity
|
|
|
(61,559
|
)
|
|
|
(19,180
|
)
|
|
|
(21,184
|
)
|
Tax effect on elimination of intercompany profit and others
|
|
|
(59,578
|
)
|
|
|
(177,563
|
)
|
|
|
(25,943
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,274,226
|
|
|
W
|
921,951
|
|
|
W
|
1,473,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table reconciles income tax expense computed at
the statutory rates to the actual income tax expense recorded by
the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Net income before income tax expense
|
|
W
|
4,898,931
|
|
|
W
|
4,284,591
|
|
|
W
|
5,488,189
|
|
Statutory tax rate (%)
|
|
|
27.5
|
|
|
|
27.5
|
|
|
|
27.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense computed at statutory rate
|
|
|
1,347,206
|
|
|
|
1,178,260
|
|
|
|
1,509,252
|
|
Tax credit
|
|
|
(159,816
|
)
|
|
|
(181,739
|
)
|
|
|
(215,892
|
)
|
Others, net
|
|
|
86,836
|
|
|
|
(74,570
|
)
|
|
|
180,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
W
|
1,274,226
|
|
|
W
|
921,951
|
|
|
W
|
1,473,589
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate (%)
|
|
|
26.01
|
|
|
|
21.52
|
|
|
|
26.85
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-66
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Significant changes in tax loss carryforwards, cumulative
temporary differences and deferred income tax assets and
liabilities for the years ended December 31, 2007 and 2006,
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Differences
|
|
|
Deferred Income Tax
|
|
|
|
January 1,
|
|
|
Increase
|
|
|
December 31,
|
|
|
January 1,
|
|
|
Increase
|
|
|
December 31,
|
|
|
|
2007(1)
|
|
|
(Decrease)
|
|
|
2007
|
|
|
2007(1)
|
|
|
(Decrease)
|
|
|
2007
|
|
|
|
(In millions of Korean won)
|
|
|
Deductible temporary differences:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for special repairs
|
|
W
|
(403,384
|
)
|
|
W
|
101,633
|
|
|
W
|
(301,751
|
)
|
|
W
|
(110,930
|
)
|
|
W
|
27,948
|
|
|
W
|
(82,982
|
)
|
Allowance for doubtful accounts
|
|
|
345,789
|
|
|
|
(53,026
|
)
|
|
|
292,763
|
|
|
|
94,977
|
|
|
|
(14,445
|
)
|
|
|
80,532
|
|
Reserve for technology
|
|
|
(1,484,767
|
)
|
|
|
383,033
|
|
|
|
(1,101,734
|
)
|
|
|
(408,311
|
)
|
|
|
105,335
|
|
|
|
(302,976
|
)
|
Dividend income from related
|
|
|
304,162
|
|
|
|
62,071
|
|
|
|
366,233
|
|
|
|
83,644
|
|
|
|
17,070
|
|
|
|
100,714
|
|
Depreciation expense
|
|
|
7,091
|
|
|
|
(155,084
|
)
|
|
|
(147,993
|
)
|
|
|
2,684
|
|
|
|
(42,799
|
)
|
|
|
(40,115
|
)
|
Valuation of equity method
|
|
|
(718,357
|
)
|
|
|
(578,523
|
)
|
|
|
(1,296,880
|
)
|
|
|
(166,730
|
)
|
|
|
(107,640
|
)
|
|
|
(274,370
|
)
|
Prepaid expenses
|
|
|
42,084
|
|
|
|
(7,653
|
)
|
|
|
34,431
|
|
|
|
11,555
|
|
|
|
(2,088
|
)
|
|
|
9,467
|
|
Impairment loss on property, plant
|
|
|
516,305
|
|
|
|
(96,220
|
)
|
|
|
420,085
|
|
|
|
147,973
|
|
|
|
(26,490
|
)
|
|
|
121,483
|
|
Accrued severance benefits
|
|
|
124,582
|
|
|
|
37,344
|
|
|
|
161,926
|
|
|
|
34,298
|
|
|
|
10,276
|
|
|
|
44,574
|
|
Group severance insurance deposits
|
|
|
(37,376
|
)
|
|
|
(6,899
|
)
|
|
|
(44,275
|
)
|
|
|
(10,278
|
)
|
|
|
(1,897
|
)
|
|
|
(12,175
|
)
|
Provision for construction losses
|
|
|
15,133
|
|
|
|
6,094
|
|
|
|
21,227
|
|
|
|
4,161
|
|
|
|
1,675
|
|
|
|
5,836
|
|
Provision for construction warranty
|
|
|
18,935
|
|
|
|
2,130
|
|
|
|
21,065
|
|
|
|
5,154
|
|
|
|
640
|
|
|
|
5,794
|
|
Appropriated Retained Earnings for Technological Development
|
|
|
(3,500
|
)
|
|
|
667
|
|
|
|
(2,833
|
)
|
|
|
(963
|
)
|
|
|
183
|
|
|
|
(780
|
)
|
Accrued income
|
|
|
(7,952
|
)
|
|
|
(376
|
)
|
|
|
(8,328
|
)
|
|
|
(2,206
|
)
|
|
|
(107
|
)
|
|
|
(2,313
|
)
|
Accrued on valuation of Inventories
|
|
|
441
|
|
|
|
254
|
|
|
|
695
|
|
|
|
121
|
|
|
|
69
|
|
|
|
190
|
|
Accrued on guarantee loss
|
|
|
41,300
|
|
|
|
(41,300
|
)
|
|
|
|
|
|
|
11,358
|
|
|
|
(11,358
|
)
|
|
|
|
|
Others
|
|
|
333,308
|
|
|
|
(39,448
|
)
|
|
|
293,860
|
|
|
|
81,188
|
|
|
|
(7,769
|
)
|
|
|
73,419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(906,206
|
)
|
|
|
(385,303
|
)
|
|
|
(1,291,509
|
)
|
|
|
(222,305
|
)
|
|
|
(51,397
|
)
|
|
|
(273,702
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax from tax credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax credit transferred from prior year
|
|
|
20,137
|
|
|
|
2,588
|
|
|
|
22,725
|
|
|
|
19,004
|
|
|
|
945
|
|
|
|
19,949
|
|
Deficit carried forward
|
|
|
12,487
|
|
|
|
(3,299
|
)
|
|
|
9,188
|
|
|
|
3,434
|
|
|
|
(908
|
)
|
|
|
2,526
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,416
|
)
|
|
|
(2,751
|
)
|
|
|
(8,167
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,624
|
|
|
|
(711
|
)
|
|
|
31,913
|
|
|
|
17,022
|
|
|
|
(2,714
|
)
|
|
|
14,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current and deferred income taxes Capital adjustment arising
|
|
|
(112,643
|
)
|
|
|
(160,305
|
)
|
|
|
(272,948
|
)
|
|
|
(30,975
|
)
|
|
|
(44,085
|
)
|
|
|
(75,060
|
)
|
Gain on valuation of available-for-sale securities
|
|
|
(751,593
|
)
|
|
|
(564,179
|
)
|
|
|
(1,315,772
|
)
|
|
|
(206,689
|
)
|
|
|
(157,684
|
)
|
|
|
(364,373
|
)
|
Loss on valuation of available-for-sale securities
|
|
|
394,401
|
|
|
|
(154,950
|
)
|
|
|
239,451
|
|
|
|
108,319
|
|
|
|
(42,428
|
)
|
|
|
65,891
|
|
Others
|
|
|
|
|
|
|
4,276
|
|
|
|
4,276
|
|
|
|
|
|
|
|
1,176
|
|
|
|
1,176
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(469,835
|
)
|
|
|
(875,158
|
)
|
|
|
(1,344,993
|
)
|
|
|
(129,345
|
)
|
|
|
(243,021
|
)
|
|
|
(372,366
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(334,628
|
)
|
|
|
(297,132
|
)
|
|
|
(631,760
|
)
|
Tax effect on elimination of intercompany profit and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178,105
|
|
|
|
59,578
|
|
|
|
237,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
(156,523
|
)
|
|
W
|
(237,554
|
)
|
|
W
|
(394,077
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The income tax effect of temporary differences and the deferred
income tax assets(liabilities) as of January 1, 2007,
reflected the effect of tax assessment for the year ended
December 31, 2007, and tax audit in the year ended
December 31, 2006. |
|
(1) |
|
The income tax effect of temporary differences and the deferred
income tax assets(liabilities) as of January 1, 2006,
reflected the effect of tax assessment for the year ended
December 31, 2006, and tax audit in the year ended
December 31, 2005. |
The effective tax rates for the years ended December 31,
2007 and 2006, 26.01% and 21.52%, respectively.
F-67
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Temporary Differences
|
|
|
Deferred Income Tax
|
|
|
|
January 1,
|
|
|
Increase
|
|
|
December 31,
|
|
|
January 1,
|
|
|
Increase
|
|
|
December 31,
|
|
|
|
2006(1)
|
|
|
(Decrease)
|
|
|
2006
|
|
|
2006(1)
|
|
|
(Decrease)
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Deductible temporary differences:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve for special repairs
|
|
W
|
(480,439
|
)
|
|
W
|
77,055
|
|
|
W
|
(403,384
|
)
|
|
W
|
(132,120
|
)
|
|
W
|
21,190
|
|
|
W
|
(110,930
|
)
|
Allowance for doubtful accounts
|
|
|
226,593
|
|
|
|
119,200
|
|
|
|
345,793
|
|
|
|
62,340
|
|
|
|
32,782
|
|
|
|
95,122
|
|
Reserve for technology developments
|
|
|
(1,302,186
|
)
|
|
|
(157,581
|
)
|
|
|
(1,459,767
|
)
|
|
|
(358,102
|
)
|
|
|
(43,334
|
)
|
|
|
(401,436
|
)
|
Dividend income from related
|
|
|
256,503
|
|
|
|
47,659
|
|
|
|
304,162
|
|
|
|
70,538
|
|
|
|
13,106
|
|
|
|
83,644
|
|
Depreciation expense
|
|
|
111,925
|
|
|
|
(104,108
|
)
|
|
|
7,817
|
|
|
|
31,732
|
|
|
|
(28,809
|
)
|
|
|
2,923
|
|
Valuation of equity method investments
|
|
|
(389,678
|
)
|
|
|
(328,653
|
)
|
|
|
(718,331
|
)
|
|
|
(143,720
|
)
|
|
|
(23,007
|
)
|
|
|
(166,727
|
)
|
Prepaid expenses
|
|
|
47,234
|
|
|
|
(5,149
|
)
|
|
|
42,085
|
|
|
|
12,988
|
|
|
|
(1,416
|
)
|
|
|
11,572
|
|
Impairment loss on property, plant and equipment
|
|
|
517,740
|
|
|
|
(376
|
)
|
|
|
517,364
|
|
|
|
148,657
|
|
|
|
(148
|
)
|
|
|
148,509
|
|
Accrued severance benefits
|
|
|
100,734
|
|
|
|
23,855
|
|
|
|
124,589
|
|
|
|
27,732
|
|
|
|
6,568
|
|
|
|
34,300
|
|
Group severance insurance deposits
|
|
|
(60,190
|
)
|
|
|
(16,903
|
)
|
|
|
(77,093
|
)
|
|
|
(16,553
|
)
|
|
|
(4,649
|
)
|
|
|
(21,202
|
)
|
Provision for construction losses
|
|
|
18,251
|
|
|
|
(3,161
|
)
|
|
|
15,090
|
|
|
|
5,019
|
|
|
|
(870
|
)
|
|
|
4,149
|
|
Provision for construction warranty
|
|
|
12,154
|
|
|
|
4,582
|
|
|
|
16,736
|
|
|
|
3,343
|
|
|
|
1,260
|
|
|
|
4,603
|
|
Appropriated retained earnings for technological development
|
|
|
(30,833
|
)
|
|
|
2,333
|
|
|
|
(28,500
|
)
|
|
|
(8,479
|
)
|
|
|
642
|
|
|
|
(7,837
|
)
|
Accrued income
|
|
|
(5,224
|
)
|
|
|
(3,306
|
)
|
|
|
(8,530
|
)
|
|
|
(1,335
|
)
|
|
|
(1,027
|
)
|
|
|
(2,362
|
)
|
Accrued on valuation of Inventories
|
|
|
18,145
|
|
|
|
38,971
|
|
|
|
57,116
|
|
|
|
4,990
|
|
|
|
10,717
|
|
|
|
15,707
|
|
Accrued on guarantee loss
|
|
|
41,300
|
|
|
|
(228
|
)
|
|
|
41,072
|
|
|
|
11,358
|
|
|
|
(63
|
)
|
|
|
11,295
|
|
Others
|
|
|
362,574
|
|
|
|
(46,914
|
)
|
|
|
315,660
|
|
|
|
53,391
|
|
|
|
(11,473
|
)
|
|
|
41,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(555,397
|
)
|
|
|
(352,724
|
)
|
|
|
(908,121
|
)
|
|
|
(228,221
|
)
|
|
|
(28,531
|
)
|
|
|
(256,752
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax from tax credit transferred prior year and others:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax credit transferred prior year
|
|
|
15,924
|
|
|
|
4,213
|
|
|
|
20,137
|
|
|
|
15,396
|
|
|
|
1,410
|
|
|
|
16,806
|
|
Deficit carried forward
|
|
|
4,244
|
|
|
|
8,243
|
|
|
|
12,487
|
|
|
|
5,068
|
|
|
|
(2,202
|
)
|
|
|
2,866
|
|
Others
|
|
|
2,029
|
|
|
|
(2,029
|
)
|
|
|
|
|
|
|
(2,196
|
)
|
|
|
(3,156
|
)
|
|
|
(5,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,197
|
|
|
|
10,427
|
|
|
|
32,624
|
|
|
|
18,268
|
|
|
|
(3,948
|
)
|
|
|
14,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current and deferred income taxes recognized directly to equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital adjustment arising from equity method investments
|
|
|
(122,226
|
)
|
|
|
27,120
|
|
|
|
(95,106
|
)
|
|
|
(33,626
|
)
|
|
|
7,473
|
|
|
|
(26,153
|
)
|
Gain on valuation of available-for-sale securities
|
|
|
(374,973
|
)
|
|
|
(350,021
|
)
|
|
|
(724,994
|
)
|
|
|
(103,118
|
)
|
|
|
(96,256
|
)
|
|
|
(199,374
|
)
|
Loss on valuation of available-for-sale securities
|
|
|
591,159
|
|
|
|
(240,952
|
)
|
|
|
350,207
|
|
|
|
162,569
|
|
|
|
(66,409
|
)
|
|
|
96,160
|
|
Others
|
|
|
454
|
|
|
|
(454
|
)
|
|
|
|
|
|
|
125
|
|
|
|
(125
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,414
|
|
|
|
(564,307
|
)
|
|
|
(469,893
|
)
|
|
|
25,950
|
|
|
|
(155,317
|
)
|
|
|
(129,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sub total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(184,003
|
)
|
|
|
(187,796
|
)
|
|
|
(371,799
|
)
|
Tax effect on elimination of intercompany profit and others
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,292
|
|
|
|
177,563
|
|
|
|
218,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
(142,711
|
)
|
|
W
|
(10,233
|
)
|
|
W
|
(152,944
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-68
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Basic earnings per share is computed by dividing net income
allocated to common stock by the weighted average number of
common shares outstanding during the year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Number of shares issued(1)
|
|
|
77,592,942
|
|
|
|
80,090,770
|
|
|
|
80,503,664
|
|
Aquisition of treasury shares
|
|
|
1,640,073
|
|
|
|
1,396,589
|
|
|
|
1,305,529
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares
|
|
|
75,952,869
|
|
|
|
78,694,181
|
|
|
|
79,198,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The number of shares issued excludes the number of treasury
shares as of January 1, 2007, 2006 and 2005. |
Basic earnings per share for the years ended December 31,
2007, 2006 and 2005, is calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won, except per share amounts)
|
|
|
Net income attributable to controlling interest
|
|
W
|
3,558,660
|
|
|
W
|
3,314,181
|
|
|
W
|
4,022,492
|
|
Weighted-average number of common shares outstanding
|
|
|
75,952,869
|
|
|
|
78,694,181
|
|
|
|
79,198,135
|
|
Basic earnings per share
|
|
W
|
46,854
|
|
|
W
|
42,115
|
|
|
W
|
50,790
|
|
Diluted
Earnings Per Share
Diluted earnings per share for the years ended December 31,
2007, 2006 and 2005, are identical to basic earnings per share,
since there is no dilutive effect resulting from the stock
option plan as of December 31, 2007, 2006 and 2005.
The details of comprehensive income for the years ended
December 31, 2007, 2006 and 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Net income
|
|
W
|
3,677,964
|
|
|
W
|
3,353,082
|
|
|
W
|
4,006,993
|
|
Accumulated other comprehensive income:
|
|
|
575,179
|
|
|
|
398,019
|
|
|
|
259,142
|
|
Gain on valuation of available-for-sale securities(1)
|
|
|
498,711
|
|
|
|
432,469
|
|
|
|
324,757
|
|
Capital adjustment arising from equity method investments(2)
|
|
|
(7,455
|
)
|
|
|
11,636
|
|
|
|
(35,364
|
)
|
Foreign currency translation adjustments(3)
|
|
|
87,957
|
|
|
|
(46,086
|
)
|
|
|
(30,251
|
)
|
Gain on valuation of derivative instruments(4)
|
|
|
(4,034
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,253,143
|
|
|
W
|
3,751,101
|
|
|
W
|
4,266,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to controlling interest
|
|
W
|
4,118,011
|
|
|
W
|
3,721,622
|
|
|
W
|
4,277,958
|
|
Comprehensive income attributable to minority interest
|
|
W
|
135,132
|
|
|
W
|
29,479
|
|
|
W
|
(11,823
|
)
|
|
|
|
(1) |
|
Includes income tax effects of
W(−)192,094 million (2006:
W(−)169,652 million, 2005:
W59,005 million). |
|
(2) |
|
Includes income tax effects of
W(−)34,698 million (2006:
W1,705 million, 2005:
W(−)14,883 million). |
|
(3) |
|
Includes income tax effects of
W(−)11,451 million (2006:
W5,753 million, 2005:
W(−)18,727 million). |
|
(4) |
|
Includes income tax effects of
W1,331 million. |
F-69
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
28.
|
Assets
and Liabilities Denominated in Foreign Currencies
|
Monetary assets and liabilities denominated in foreign
currencies as of December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Won
|
|
|
Won
|
|
|
|
Foreign Currency(3)
|
|
|
Equivalent
|
|
|
Equivalent
|
|
|
|
(In millions of Korean won, other currencies in thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents(1)
|
|
US$
|
|
|
231,556
|
|
|
W
|
217,246
|
|
|
W
|
288,671
|
|
|
|
JPY
|
|
|
74,355
|
|
|
|
620
|
|
|
|
22
|
|
|
|
EUR
|
|
|
27
|
|
|
|
37
|
|
|
|
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
430,853
|
|
|
|
404,226
|
|
|
|
300,339
|
|
Trade accounts and notes receivable
|
|
US$
|
|
|
323,175
|
|
|
|
303,203
|
|
|
|
216,285
|
|
|
|
JPY
|
|
|
6,042,643
|
|
|
|
50,355
|
|
|
|
18,438
|
|
|
|
EUR
|
|
|
7,796
|
|
|
|
10,768
|
|
|
|
9,157
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
773,033
|
|
|
|
725,259
|
|
|
|
431,449
|
|
Other accounts and notes receivable
|
|
US$
|
|
|
5,235
|
|
|
|
4,499
|
|
|
|
28,011
|
|
|
|
JPY
|
|
|
16,960
|
|
|
|
141
|
|
|
|
133
|
|
|
|
EUR
|
|
|
11
|
|
|
|
15
|
|
|
|
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
73,300
|
|
|
|
68,770
|
|
|
|
63,009
|
|
Short-term and long-term loans receivable
|
|
Overseas subsidiaries (US$)
|
|
|
186,380
|
|
|
|
174,862
|
|
|
|
38,184
|
|
Long-term trade accounts and notes receivable
|
|
Overseas subsidiaries (US$)
|
|
|
71
|
|
|
|
66
|
|
|
|
|
|
Investment securities(2)
|
|
Overseas subsidiaries (US$)
|
|
|
205,885
|
|
|
|
193,161
|
|
|
|
40,557
|
|
Guarantee deposits
|
|
US$
|
|
|
427
|
|
|
|
401
|
|
|
|
151
|
|
|
|
JPY
|
|
|
|
|
|
|
|
|
|
|
42
|
|
|
|
EUR
|
|
|
41
|
|
|
|
57
|
|
|
|
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
6,955
|
|
|
|
6,526
|
|
|
|
23,851
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
W
|
2,160,212
|
|
|
W
|
1,458,299
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-70
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
|
|
Won
|
|
|
Won
|
|
|
|
Foreign Currency(3)
|
|
|
Equivalent
|
|
|
Equivalent
|
|
|
|
(In millions of Korean won, other currencies in thousands)
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade accounts and notes payable
|
|
US$
|
|
|
410,215
|
|
|
W
|
384,863
|
|
|
W
|
48,922
|
|
|
|
JPY
|
|
|
1,509,059
|
|
|
|
12,576
|
|
|
|
13,194
|
|
|
|
EUR
|
|
|
1,042
|
|
|
|
1,440
|
|
|
|
3,864
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
520,780
|
|
|
|
488,595
|
|
|
|
314,976
|
|
Other accounts and notes payable
|
|
US$
|
|
|
45,304
|
|
|
|
42,505
|
|
|
|
17,306
|
|
|
|
JPY
|
|
|
636,330
|
|
|
|
5,302
|
|
|
|
6,326
|
|
|
|
EUR
|
|
|
446
|
|
|
|
617
|
|
|
|
7,196
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
44,335
|
|
|
|
41,595
|
|
|
|
39,444
|
|
Accrued expenses
|
|
US$
|
|
|
2,552
|
|
|
|
2,394
|
|
|
|
87
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
27,297
|
|
|
|
25,610
|
|
|
|
15,023
|
|
Short-term borrowings
|
|
US$
|
|
|
194,394
|
|
|
|
182,380
|
|
|
|
14,112
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
1,355,638
|
|
|
|
1,271,860
|
|
|
|
1,098,220
|
|
Withholdings
|
|
US$
|
|
|
5,122
|
|
|
|
4,805
|
|
|
|
21
|
|
|
|
JPY
|
|
|
145,910
|
|
|
|
1,216
|
|
|
|
|
|
|
|
EUR
|
|
|
2,047
|
|
|
|
2,828
|
|
|
|
369
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
2,864
|
|
|
|
2,687
|
|
|
|
2,852
|
|
Debentures(2, 4)
|
|
US$
|
|
|
390,000
|
|
|
|
365,898
|
|
|
|
278,880
|
|
|
|
JPY
|
|
|
101,622,000
|
|
|
|
846,847
|
|
|
|
794,512
|
|
Loans from foreign financial institutions(4)
|
|
US$
|
|
|
34,829
|
|
|
|
32,677
|
|
|
|
31,875
|
|
|
|
JPY
|
|
|
384,000
|
|
|
|
3,200
|
|
|
|
4,503
|
|
|
|
Overseas
subsidiaries (US$)
|
|
|
538,323
|
|
|
|
505,055
|
|
|
|
289,809
|
|
Foreign currency loans(4)
|
|
US$
|
|
|
|
|
|
|
|
|
|
|
13,868
|
|
|
|
EUR
|
|
|
5,237
|
|
|
|
7,234
|
|
|
|
21,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,232,184
|
|
|
W
|
3,016,737
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes cash and cash equivalents, short-term financial
instruments and long-term financial instruments. |
|
(2) |
|
Presented at face value. |
|
(3) |
|
Currencies other than US dollars, Japanese yen, and Euros are
converted into US dollars. The amounts of overseas subsidiaries
are converted into US dollars. |
|
(4) |
|
Includes current portion of long-term debts. |
F-71
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
29.
|
Related
Party Transactions
|
Significant transactions, which occurred in the ordinary course
of business, with consolidated subsidiaries for the years ended
December 31, 2007, 2006 and 2005, and the related account
balances as of December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Others(1)
|
|
|
Purchases and Others(1)
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
POSCO E&C
|
|
W
|
20,000
|
|
|
W
|
12,134
|
|
|
W
|
3,758
|
|
|
W
|
984,030
|
|
|
W
|
1,618,205
|
|
|
W
|
1,732,462
|
|
Posteel Co., Ltd.
|
|
|
1,072,032
|
|
|
|
966,254
|
|
|
|
1,030,276
|
|
|
|
220,459
|
|
|
|
93,315
|
|
|
|
86,005
|
|
POSCON Co., Ltd.
|
|
|
120
|
|
|
|
177
|
|
|
|
131
|
|
|
|
244,365
|
|
|
|
219,602
|
|
|
|
235,232
|
|
Pohang Steel Co., Ltd.
|
|
|
436,206
|
|
|
|
367,443
|
|
|
|
426,007
|
|
|
|
1,327
|
|
|
|
853
|
|
|
|
1,105
|
|
POSCO Machinery & Engineering Co., Ltd.
|
|
|
157
|
|
|
|
1,908
|
|
|
|
92
|
|
|
|
152,844
|
|
|
|
125,996
|
|
|
|
160,787
|
|
POSDATA Co., Ltd.
|
|
|
4,516
|
|
|
|
2,290
|
|
|
|
1,009
|
|
|
|
173,660
|
|
|
|
175,046
|
|
|
|
182,149
|
|
POSCO Research Institute
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
17,280
|
|
|
|
18,553
|
|
|
|
14,350
|
|
Seung Kwang Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69
|
|
|
|
6
|
|
|
|
110
|
|
POS-AC Co., Ltd.
|
|
|
862
|
|
|
|
732
|
|
|
|
566
|
|
|
|
24,298
|
|
|
|
30,546
|
|
|
|
29,554
|
|
POSCO Specialty Steel Co., Ltd.
|
|
|
5,175
|
|
|
|
2,844
|
|
|
|
3,440
|
|
|
|
88,258
|
|
|
|
70,299
|
|
|
|
53,618
|
|
POSCO Machinery Co., Ltd.
|
|
|
3,480
|
|
|
|
1,929
|
|
|
|
121
|
|
|
|
114,378
|
|
|
|
76,189
|
|
|
|
107,648
|
|
POSCO Refractories & Environment (POSREC)
|
|
|
250
|
|
|
|
166
|
|
|
|
261
|
|
|
|
213,753
|
|
|
|
211,122
|
|
|
|
195,329
|
|
POSTECH Venture Capital Co., Ltd.
|
|
|
94
|
|
|
|
77
|
|
|
|
63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO America Corporation (POSAM)
|
|
|
130,150
|
|
|
|
84,227
|
|
|
|
97,920
|
|
|
|
686
|
|
|
|
277
|
|
|
|
|
|
POSCO Australia Pty. Ltd. (POSA)
|
|
|
18,206
|
|
|
|
17,821
|
|
|
|
10,163
|
|
|
|
231
|
|
|
|
2,235
|
|
|
|
31,305
|
|
POSCO Canada Ltd. (POSCAN)
|
|
|
40
|
|
|
|
|
|
|
|
|
|
|
|
71,120
|
|
|
|
91,502
|
|
|
|
102,841
|
|
POSCO Asia Co., Ltd. (POA)
|
|
|
600,059
|
|
|
|
440,078
|
|
|
|
552,694
|
|
|
|
121,098
|
|
|
|
73,353
|
|
|
|
130,871
|
|
Zhangjiagang Pohang Stainless Steel Co., Ltd.
|
|
|
22,474
|
|
|
|
487,037
|
|
|
|
723,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO Japan Co., Ltd.
|
|
|
831,711
|
|
|
|
566,208
|
|
|
|
544,636
|
|
|
|
50,939
|
|
|
|
75,170
|
|
|
|
75,604
|
|
Others
|
|
|
273,214
|
|
|
|
328,329
|
|
|
|
317,176
|
|
|
|
271,594
|
|
|
|
253,698
|
|
|
|
338,718
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
3,418,749
|
|
|
W
|
3,279,654
|
|
|
W
|
3,711,835
|
|
|
W
|
2,750,389
|
|
|
W
|
3,135,967
|
|
|
W
|
3,477,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-72
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables(2)
|
|
|
Payables(2)
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
POSCO E&C
|
|
W
|
186
|
|
|
W
|
7,933
|
|
|
W
|
105,178
|
|
|
W
|
77,678
|
|
Posteel Co., Ltd.
|
|
|
104,624
|
|
|
|
69,539
|
|
|
|
12,386
|
|
|
|
3,198
|
|
POSCON Co., Ltd.
|
|
|
7
|
|
|
|
1
|
|
|
|
24,842
|
|
|
|
18,016
|
|
Pohang Steel Co., Ltd.
|
|
|
40,431
|
|
|
|
41,029
|
|
|
|
119
|
|
|
|
94
|
|
POSCO Machinery & Engineering Co., Ltd.
|
|
|
6
|
|
|
|
4
|
|
|
|
20,431
|
|
|
|
13,211
|
|
POSDATA Co., Ltd.
|
|
|
10
|
|
|
|
1
|
|
|
|
31,614
|
|
|
|
26,639
|
|
POSCO Research Institute
|
|
|
1
|
|
|
|
|
|
|
|
6,394
|
|
|
|
3,766
|
|
Seung Kwang Co., Ltd.
|
|
|
|
|
|
|
2,034
|
|
|
|
|
|
|
|
|
|
POS-AC Co., Ltd.
|
|
|
1
|
|
|
|
|
|
|
|
2,001
|
|
|
|
1,177
|
|
POSCO Specialty Steel Co., Ltd.
|
|
|
40
|
|
|
|
|
|
|
|
8,067
|
|
|
|
3,103
|
|
POSCO Machinery Co., Ltd.
|
|
|
50
|
|
|
|
30
|
|
|
|
10,445
|
|
|
|
11,203
|
|
POSCO Refractories & Environment (POSREC)
|
|
|
9
|
|
|
|
9
|
|
|
|
24,265
|
|
|
|
23,742
|
|
POSTECH Venture Capital Co., Ltd.
|
|
|
|
|
|
|
|
|
|
|
66
|
|
|
|
|
|
POSCO America Corporation (POSAM)
|
|
|
4,447
|
|
|
|
401
|
|
|
|
|
|
|
|
|
|
POSCO Australia Pty. Ltd. (POSA)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSCO Canada Ltd. (POSCAN)
|
|
|
21
|
|
|
|
13
|
|
|
|
9,635
|
|
|
|
14,166
|
|
POSCO Asia Co., Ltd. (POA)
|
|
|
24,323
|
|
|
|
20,827
|
|
|
|
1,922
|
|
|
|
1,277
|
|
Zhangjiagang Pohang Stainless Steel Co., Ltd.
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
POSCO Japan Co., Ltd.
|
|
|
30,952
|
|
|
|
20,685
|
|
|
|
6
|
|
|
|
5,428
|
|
Others
|
|
|
18,974
|
|
|
|
9,430
|
|
|
|
25,711
|
|
|
|
23,396
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
224,082
|
|
|
W
|
171,942
|
|
|
W
|
283,082
|
|
|
W
|
226,094
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Sales and others include sales, non-operating income and others;
purchases and others include purchases, overhead expenses and
others. |
|
(2) |
|
Receivables include trade accounts, other accounts receivable
and others; payables include trade accounts, other accounts
payable and others. |
F-73
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Significant transactions, which occurred in the ordinary course
of business, with equity method investees for the years ended
December 31, 2007 and 2006, and related account balances as
of December 31, 2007, 2006 and 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and Others(1)
|
|
|
Purchases and Others(1)
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
eNtoB Corporation
|
|
W
|
|
|
|
W
|
|
|
|
W
|
|
|
|
W
|
216,920
|
|
|
W
|
134,703
|
|
|
W
|
170,258
|
|
KOBRASCO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,514
|
|
|
|
141,859
|
|
|
|
202,262
|
|
POSCHROME
|
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
41,735
|
|
|
|
35,009
|
|
|
|
45,043
|
|
POSVINA
|
|
|
5,056
|
|
|
|
2,684
|
|
|
|
11,239
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USS POSCO Industries (UPI)
|
|
|
245,814
|
|
|
|
356,190
|
|
|
|
312,377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guangdong Xingpu Steel Conter Co., Ltd.
|
|
|
3,094
|
|
|
|
10,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SNNC Co., Ltd.
|
|
|
343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
254,342
|
|
|
W
|
369,169
|
|
|
W
|
323,616
|
|
|
W
|
331,169
|
|
|
W
|
311,571
|
|
|
W
|
417,563
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables(2)
|
|
Payables(2)
|
|
|
2007
|
|
2006
|
|
2007
|
|
2006
|
|
|
(In millions of Korean won)
|
|
eNtoB Corporation
|
|
W
|
|
|
|
W
|
|
|
|
W
|
2,999
|
|
|
W
|
1,917
|
|
KOBRASCO
|
|
|
|
|
|
|
|
|
|
|
4,048
|
|
|
|
9,737
|
|
POSCHROME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
POSVINA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USS POSCO Industries (UPI)
|
|
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guangdong Xingpu Steel Conter Co., Ltd.
|
|
|
4,276
|
|
|
|
2,337
|
|
|
|
|
|
|
|
|
|
SNNC Co., Ltd.
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
4,285
|
|
|
W
|
2,337
|
|
|
W
|
7,047
|
|
|
W
|
11,654
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Sales and others include sales, non-operating income and others;
purchases and others include purchases, overhead expenses and
others. |
|
(2) |
|
Receivables include trade accounts, other accounts receivable
and others; payables include trade accounts, other accounts
payable and others. |
F-74
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Eliminations of intercompany revenues and expenses for the years
ended December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
|
|
Expenses
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Sales
|
|
W
|
8,111,931
|
|
|
W
|
7,670,446
|
|
|
W
|
8,293,069
|
|
|
Cost of goods sold
|
|
W
|
7,957,616
|
|
|
W
|
7,332,282
|
|
|
W
|
8,094,089
|
|
Interest income
|
|
|
24,104
|
|
|
|
694
|
|
|
|
1,322
|
|
|
Interest expense
|
|
|
5,608
|
|
|
|
3,912
|
|
|
|
3,778
|
|
Rental income
|
|
|
4,883
|
|
|
|
1,273
|
|
|
|
1,014
|
|
|
Selling and administrative expenses
|
|
|
171,400
|
|
|
|
259,038
|
|
|
|
156,157
|
|
Others
|
|
|
12,409
|
|
|
|
8,107
|
|
|
|
3,074
|
|
|
Others
|
|
|
18,703
|
|
|
|
85,288
|
|
|
|
44,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
8,153,327
|
|
|
W
|
7,680,520
|
|
|
W
|
8,298,479
|
|
|
|
|
W
|
8,153,327
|
|
|
W
|
7,680,520
|
|
|
W
|
8,298,479
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminations of significant intercompany receivables and
payables as of December 31, 2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables
|
|
|
|
|
Payables
|
|
|
|
2007
|
|
|
2006
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Trade accounts and
notes receivable
|
|
W
|
740,252
|
|
|
W
|
709,207
|
|
|
Trade accounts and notes payable
|
|
W
|
468,811
|
|
|
W
|
494,980
|
|
Short-term loans
receivable
|
|
|
117,938
|
|
|
|
41,642
|
|
|
Short-term
borrowings
|
|
|
136,750
|
|
|
|
71,630
|
|
Other accounts and
notes receivable
|
|
|
11,673
|
|
|
|
8,431
|
|
|
Other accounts and notes payable
|
|
|
263,149
|
|
|
|
173,648
|
|
Long-term loans receivable
|
|
|
54,192
|
|
|
|
56,613
|
|
|
Long-term debts
|
|
|
24,443
|
|
|
|
25,121
|
|
Other assets
|
|
|
201,439
|
|
|
|
113,497
|
|
|
Other liabilities
|
|
|
232,341
|
|
|
|
164,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
1,125,494
|
|
|
W
|
929,390
|
|
|
|
|
W
|
1,125,494
|
|
|
W
|
929,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30.
|
Segment
and Regional Information
|
The following table provides information on the significant
financial status of each operating segment of the consolidated
subsidiaries as of and for the year ended December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and
|
|
|
|
|
|
|
|
|
Consolidation
|
|
|
|
|
|
|
Steel
|
|
|
Construction
|
|
|
Trading
|
|
|
Others
|
|
|
Adjustment
|
|
|
Consolidated
|
|
|
|
(In millions of Korean won)
|
|
|
Statement of income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
W
|
27,910,722
|
|
|
W
|
3,801,882
|
|
|
W
|
4,018,003
|
|
|
W
|
3,989,066
|
|
|
W
|
(8,111,932
|
)
|
|
W
|
31,607,741
|
|
Less: Inter-segment
|
|
|
(4,738,741
|
)
|
|
|
(1,092,309
|
)
|
|
|
(874,520
|
)
|
|
|
(1,406,362
|
)
|
|
|
8,111,932
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
W
|
23,171,981
|
|
|
W
|
2,709,573
|
|
|
W
|
3,143,483
|
|
|
W
|
2,582,704
|
|
|
W
|
|
|
|
W
|
31,607,741
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
W
|
4,523,589
|
|
|
W
|
284,632
|
|
|
W
|
31,068
|
|
|
W
|
198,225
|
|
|
W
|
(117,653
|
)
|
|
W
|
4,919,861
|
|
Depreciation and amortization
|
|
|
1,919,594
|
|
|
|
16,188
|
|
|
|
5,591
|
|
|
|
160,778
|
|
|
|
24,578
|
|
|
|
2,126,729
|
|
Balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
W
|
4,258,206
|
|
|
W
|
454,338
|
|
|
W
|
126,182
|
|
|
W
|
145,708
|
|
|
W
|
(82,418
|
)
|
|
W
|
4,902,016
|
|
Investments
|
|
|
8,205,751
|
|
|
|
565,983
|
|
|
|
333,688
|
|
|
|
775,105
|
|
|
|
(4,641,501
|
)
|
|
|
5,239,026
|
|
Property, plant and equipment
|
|
|
15,110,911
|
|
|
|
142,157
|
|
|
|
198,856
|
|
|
|
1,341,015
|
|
|
|
(1,211,174
|
)
|
|
|
15,581,765
|
|
Intangible assets
|
|
|
246,932
|
|
|
|
25,152
|
|
|
|
897
|
|
|
|
166,992
|
|
|
|
130,806
|
|
|
|
570,779
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,556
|
|
|
|
|
|
|
|
75,556
|
|
F-75
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The following table provides information on the significant
financial status of each operating segment of the consolidated
subsidiaries as of and for the year ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and
|
|
|
|
|
|
|
|
|
Consolidation
|
|
|
|
|
|
|
Steel
|
|
|
Construction
|
|
|
Trading
|
|
|
Others
|
|
|
Adjustment
|
|
|
Consolidated
|
|
|
|
(In millions of Korean won)
|
|
|
Statement of income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
W
|
23,727,533
|
|
|
W
|
3,752,233
|
|
|
W
|
3,046,127
|
|
|
W
|
2,986,879
|
|
|
W
|
(7,670,446
|
)
|
|
W
|
25,842,326
|
|
Less: Inter-segment
|
|
|
(3,984,759
|
)
|
|
|
(1,631,547
|
)
|
|
|
(632,841
|
)
|
|
|
(1,421,299
|
)
|
|
|
7,670,446
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
W
|
19,742,774
|
|
|
W
|
2,120,686
|
|
|
W
|
2,413,286
|
|
|
W
|
1,565,580
|
|
|
W
|
|
|
|
W
|
25,842,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
W
|
4,078,997
|
|
|
W
|
282,489
|
|
|
W
|
24,202
|
|
|
W
|
252,283
|
|
|
W
|
(248,824
|
)
|
|
W
|
4,389,147
|
|
Depreciation and amortization
|
|
|
1,712,672
|
|
|
|
12,284
|
|
|
|
5,967
|
|
|
|
141,114
|
|
|
|
(89,299
|
)
|
|
|
1,782,738
|
|
Balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
W
|
3,550,674
|
|
|
W
|
225,378
|
|
|
W
|
127,600
|
|
|
W
|
217,963
|
|
|
W
|
(103,410
|
)
|
|
W
|
4,018,205
|
|
Investments
|
|
|
5,867,366
|
|
|
|
434,047
|
|
|
|
276,560
|
|
|
|
527,388
|
|
|
|
(3,393,443
|
)
|
|
|
3,711,918
|
|
Property, plant and equipment
|
|
|
14,075,709
|
|
|
|
75,712
|
|
|
|
201,797
|
|
|
|
1,358,874
|
|
|
|
(1,068,972
|
)
|
|
|
14,643,120
|
|
Intangible assets
|
|
|
258,874
|
|
|
|
25,889
|
|
|
|
430
|
|
|
|
125,147
|
|
|
|
146,742
|
|
|
|
557,082
|
|
Goodwill
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,105
|
|
|
|
|
|
|
|
90,105
|
|
The following table provides information on the significant
financial status of each operating segment of the consolidated
subsidiaries as of and for the year ended December 31, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and
|
|
|
|
|
|
|
|
|
Consolidation
|
|
|
|
|
|
|
Steel
|
|
|
Construction
|
|
|
Trading
|
|
|
Others
|
|
|
Adjustment
|
|
|
Consolidated
|
|
|
|
(In millions of Korean won)
|
|
|
Statement of income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
W
|
24,886,534
|
|
|
W
|
3,993,961
|
|
|
W
|
3,373,587
|
|
|
W
|
2,340,775
|
|
|
W
|
(8,293,069
|
)
|
|
W
|
26,301,788
|
|
Less: Inter-segment
|
|
|
(3,974,711
|
)
|
|
|
(1,845,747
|
)
|
|
|
(990,742
|
)
|
|
|
(1,481,869
|
)
|
|
|
8,293,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
W
|
20,911,823
|
|
|
W
|
2,148,214
|
|
|
W
|
2,382,845
|
|
|
W
|
858,906
|
|
|
W
|
|
|
|
W
|
26,301,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit
|
|
W
|
5,879,972
|
|
|
W
|
244,910
|
|
|
W
|
24,453
|
|
|
W
|
190,378
|
|
|
W
|
(256,437
|
)
|
|
W
|
6,083,276
|
|
Depreciation and amortization
|
|
|
1,604,241
|
|
|
|
11,874
|
|
|
|
7,626
|
|
|
|
70,693
|
|
|
|
(81,880
|
)
|
|
|
1,612,554
|
|
Balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories
|
|
W
|
3,275,723
|
|
|
W
|
205,622
|
|
|
W
|
102,569
|
|
|
W
|
314,233
|
|
|
W
|
(105,553
|
)
|
|
W
|
3,792,594
|
|
Investments
|
|
|
4,662,747
|
|
|
|
348,143
|
|
|
|
273,938
|
|
|
|
468,074
|
|
|
|
(2,611,346
|
)
|
|
|
3,141,556
|
|
Property, plant and equipment
|
|
|
12,223,681
|
|
|
|
63,747
|
|
|
|
213,681
|
|
|
|
571,320
|
|
|
|
(800,719
|
)
|
|
|
12,271,710
|
|
Intangible assets
|
|
|
326,780
|
|
|
|
26,712
|
|
|
|
505
|
|
|
|
110,527
|
|
|
|
(10,815
|
)
|
|
|
453,709
|
|
F-76
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Substantially all of the Companys operations are for the
production of steel products. Net sales for the years ended
December 31, 2007, 2006 and 2005, and non-current assets by
geographic location as of December 31, 2007 and 2006, are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales(1)
|
|
|
Long Lived-Asset
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Customer Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Korea
|
|
W
|
19,969,637
|
|
|
W
|
17,250,163
|
|
|
W
|
18,566,060
|
|
|
W
|
15,603,437
|
|
|
W
|
14,658,557
|
|
Japan
|
|
|
1,741,972
|
|
|
|
1,311,685
|
|
|
|
1,371,510
|
|
|
|
114,190
|
|
|
|
59,540
|
|
China
|
|
|
4,503,900
|
|
|
|
3,070,422
|
|
|
|
3,117,909
|
|
|
|
1,153,915
|
|
|
|
1,102,657
|
|
Asia/Pacific, excluding Japan and China
|
|
|
2,041,587
|
|
|
|
1,486,331
|
|
|
|
1,502,205
|
|
|
|
131,998
|
|
|
|
164,018
|
|
North America
|
|
|
732,002
|
|
|
|
610,240
|
|
|
|
550,331
|
|
|
|
387
|
|
|
|
88,794
|
|
Others
|
|
|
2,618,644
|
|
|
|
2,113,485
|
|
|
|
1,193,773
|
|
|
|
228,986
|
|
|
|
48,866
|
|
Consolidation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,080,368
|
)
|
|
|
(922,230
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
31,607,742
|
|
|
W
|
25,842,326
|
|
|
W
|
26,301,788
|
|
|
W
|
16,152,545
|
|
|
W
|
15,200,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents revenues, net of consolidation adjustments, incurred
based on customers locations instead of the Company and
subsidiaries locations. |
Condensed consolidated balance sheets as of December 31,
2007 and 2006, categorized by type of business are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Institution
|
|
|
Financial Institution
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
W
|
14,315,689
|
|
|
W
|
12,161,686
|
|
|
W
|
77,844
|
|
|
W
|
75,267
|
|
Non-Current assets
|
|
|
21,748,269
|
|
|
|
18,776,636
|
|
|
|
132,961
|
|
|
|
135,484
|
|
Investment assets
|
|
|
5,109,363
|
|
|
|
3,576,481
|
|
|
|
129,663
|
|
|
|
135,437
|
|
Property, plant and equipment
|
|
|
15,581,387
|
|
|
|
14,643,073
|
|
|
|
378
|
|
|
|
47
|
|
Intangible assets
|
|
|
570,724
|
|
|
|
557,082
|
|
|
|
55
|
|
|
|
|
|
Other non-current assets
|
|
|
486,795
|
|
|
|
|
|
|
|
2,865
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
W
|
36,063,958
|
|
|
W
|
30,938,322
|
|
|
W
|
210,805
|
|
|
W
|
210,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
W
|
6,533,867
|
|
|
W
|
4,994,824
|
|
|
W
|
90,748
|
|
|
W
|
87,471
|
|
Non-Current liabilities
|
|
|
4,532,167
|
|
|
|
3,664,895
|
|
|
|
241
|
|
|
|
141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
W
|
11,066,034
|
|
|
W
|
8,659,719
|
|
|
W
|
90,989
|
|
|
W
|
87,612
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-77
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Condensed consolidated statements of income for the years ended
December 31, 2007 and 2006, categorized by type of business
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Financial Institution
|
|
|
Financial Institution
|
|
|
|
2007
|
|
|
2006
|
|
|
2007
|
|
|
2006
|
|
|
|
(In millions of Korean won)
|
|
|
Sales
|
|
W
|
31,594,856
|
|
|
W
|
25,832,162
|
|
|
W
|
12,885
|
|
|
W
|
10,164
|
|
Cost of goods sold
|
|
|
24,896,387
|
|
|
|
19,891,544
|
|
|
|
6,276
|
|
|
|
5,220
|
|
Selling and administrative expenses
|
|
|
1,781,474
|
|
|
|
1,553,868
|
|
|
|
3,743
|
|
|
|
2,547
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
4,916,995
|
|
|
|
4,386,750
|
|
|
|
2,866
|
|
|
|
2,397
|
|
Non-operating income
|
|
|
805,060
|
|
|
|
743,536
|
|
|
|
13,447
|
|
|
|
5,687
|
|
Non-operating expenses
|
|
|
834,844
|
|
|
|
851,338
|
|
|
|
4,593
|
|
|
|
2,441
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income before income tax expense
|
|
|
4,887,211
|
|
|
|
4,278,948
|
|
|
|
11,720
|
|
|
|
5,643
|
|
Income tax expense
|
|
|
1,273,328
|
|
|
|
921,382
|
|
|
|
898
|
|
|
|
569
|
|
Net income of Subsidiaries before purchasing
|
|
|
(53,259
|
)
|
|
|
9,558
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
W
|
3,667,142
|
|
|
W
|
3,348,008
|
|
|
W
|
10,822
|
|
|
W
|
5,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to controlling interest
|
|
W
|
3,547,838
|
|
|
W
|
3,309,107
|
|
|
W
|
10,822
|
|
|
W
|
5,074
|
|
Net income attributable to minority interest
|
|
W
|
119,304
|
|
|
W
|
38,901
|
|
|
W
|
|
|
|
W
|
|
|
|
|
31.
|
Supplemental
Cash Flow Information
|
Significant transactions not affecting cash flows for the years
ended December 31, 2007, 2006 and 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Noncash financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of current portion of loans from foreign
financial institutions
|
|
W
|
879
|
|
|
W
|
8,797
|
|
|
W
|
9,065
|
|
Reclassification of current portion of long-term debt
|
|
|
22,858
|
|
|
|
164,370
|
|
|
|
54,933
|
|
Reclassification of current portion of debentures
|
|
|
460,192
|
|
|
|
231,100
|
|
|
|
991,609
|
|
Reclassification of current portion of held-to-maturity
securities
|
|
|
192,393
|
|
|
|
153,476
|
|
|
|
2,688
|
|
Certain amounts in consolidated financial statements as of and
for the year ended December 31, 2006 and 2005, have been
reclassified to conform to the December 31, 2007
consolidated financial statement presentation. These
reclassifications had no effect on previously reported net
income or shareholders equity.
|
|
32.
|
Professional
Staff Development Costs
|
The Companys expenditures on education and training fees
in relation to the development of professional personnel for the
years ended December 31, 2007, 2006 and 2005, are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Fees for studying abroad
|
|
W
|
6,314
|
|
|
W
|
3,999
|
|
|
W
|
3,319
|
|
Fees for offsite training
|
|
|
3,025
|
|
|
|
4,498
|
|
|
|
4,217
|
|
Tutorial fees
|
|
|
3,905
|
|
|
|
3,778
|
|
|
|
5,548
|
|
Others
|
|
|
13,782
|
|
|
|
11,783
|
|
|
|
14,275
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
27,026
|
|
|
W
|
24,058
|
|
|
W
|
27,359
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-78
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
In order to enhance the welfare of employees, the Company
provides fringe benefits to its employees, such as dining
facilities, dispensary, scholarships, employee stock ownership
plan, medical insurance, accident compensation, compensated
absence and gymnasium facilities, among others. Employee
benefits paid by the Company amounted to
W481,713 million for the year ended
December 31, 2007 (2006:
W537,242 million,
2005: W714,157 million).
|
|
34.
|
The
Effect from Adjustment of Accounting Policy in Consolidated
Subsidiaries
|
The accounting policy and estimates of the consolidated
subsidiaries have been adjusted to confirm that of the Company.
The effect of adjustments for the years ended December 31,
2007 and 2006, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
Net Assets Value
|
|
|
|
|
|
|
|
|
|
before
|
|
|
Adjustment
|
|
|
Net Assets Value
|
|
|
|
Adjustment
|
|
|
Amount
|
|
|
after Adjustment
|
|
|
|
(In millions of Korean won)
|
|
|
Posteel Co., Ltd.
|
|
W
|
324,736
|
|
|
W
|
(626
|
)
|
|
W
|
324,110
|
|
POSCON Co., Ltd.
|
|
|
149,729
|
|
|
|
901
|
|
|
|
150,630
|
|
Pohang Coated Steel Co., Ltd.
|
|
|
275,322
|
|
|
|
(2,821
|
)
|
|
|
272,501
|
|
POSCO Asia Co., Ltd.(POA)
|
|
|
20,861
|
|
|
|
(544
|
)
|
|
|
20,317
|
|
Zhanjiagang Pohang Stainless Steel Co.,Ltd (ZPSS)
|
|
|
569,173
|
|
|
|
(42,750
|
)
|
|
|
526,423
|
|
POSCO Investment Co., Ltd.
|
|
|
68,609
|
|
|
|
(1,574
|
)
|
|
|
67,035
|
|
POSCO Refractories & Environment Company Ltd.(POSREC)
|
|
|
132,953
|
|
|
|
6,451
|
|
|
|
139,404
|
|
Qingdao Pohang Stainless Steel Co., Ltd.
|
|
|
83,558
|
|
|
|
(6,215
|
)
|
|
|
77,343
|
|
POSCO-Japan Co., Ltd.
|
|
|
58,188
|
|
|
|
(545
|
)
|
|
|
57,643
|
|
Samjung Packing & Aluminum Co., Ltd.
|
|
|
77,793
|
|
|
|
2,362
|
|
|
|
80,155
|
|
POSCO Power Corp.
|
|
|
523,318
|
|
|
|
(1,509
|
)
|
|
|
521,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
Net Assets Value
|
|
|
|
|
|
|
|
|
|
before
|
|
|
Adjustment
|
|
|
Net Assets Value
|
|
|
|
Adjustment
|
|
|
Amount
|
|
|
after Adjustment
|
|
|
|
(In millions of Korean won)
|
|
|
Posteel Co., Ltd.
|
|
W
|
293,447
|
|
|
W
|
(650
|
)
|
|
W
|
292,797
|
|
POSCON Co., Ltd.
|
|
|
129,593
|
|
|
|
(769
|
)
|
|
|
128,824
|
|
Pohang Coated Steel Co., Ltd.
|
|
|
267,016
|
|
|
|
(2,922
|
)
|
|
|
264,094
|
|
POSCO Asia Co., Ltd.(POA)
|
|
|
18,353
|
|
|
|
(349
|
)
|
|
|
18,004
|
|
Zhanjiagang Pohang Stainless Steel Co.,Ltd (ZPSS)
|
|
|
481,471
|
|
|
|
(32,705
|
)
|
|
|
448,766
|
|
POSCO Investment Co., Ltd.
|
|
|
64,793
|
|
|
|
(1,556
|
)
|
|
|
63,237
|
|
POSCO Refractories & Environment Company Ltd.(POSREC)
|
|
|
120,342
|
|
|
|
(5,403
|
)
|
|
|
114,939
|
|
Qingdao Pohang Stainless Steel Co., Ltd.
|
|
|
63,728
|
|
|
|
(4,309
|
)
|
|
|
59,419
|
|
POSCO-Japan Co., Ltd.
|
|
|
49,481
|
|
|
|
(337
|
)
|
|
|
49,144
|
|
Samjung Packing & Aluminum Co., Ltd.
|
|
|
68,955
|
|
|
|
(1,501
|
)
|
|
|
67,454
|
|
F-79
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
35.
|
Significant
Differences between Korean GAAP and U.S. GAAP
|
Reconciliation
to U.S. Generally Accepted Accounting Principles
The consolidated financial statements of the Company are
prepared in accordance with generally accepted accounting
principles in the Republic of Korea (Korean GAAP),
which differs in certain material respects from generally
accepted accounting principles in the United States of America
(U.S. GAAP). Application of U.S. GAAP
would have affected the balance sheets as of December 31,
2007, 2006 and 2005 and the net income for each of the three
year periods ended to the extent described below.
A description of the material differences between Korean GAAP
and U.S. GAAP as they relate to the Company are discussed
in detail below.
(a) Reconciliation
of net income from Korean GAAP to U.S. GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won, except share data)
|
|
|
For the year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
3,558,660
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
16,985
|
|
|
W
|
(4,671
|
)
|
|
|
12,314
|
|
Capitalized costs
|
|
|
23,853
|
|
|
|
(6,560
|
)
|
|
|
17,293
|
|
Capitalized repairs
|
|
|
(882
|
)
|
|
|
243
|
|
|
|
(639
|
)
|
Investment securities
|
|
|
511
|
|
|
|
(141
|
)
|
|
|
370
|
|
Amortizing of goodwill
|
|
|
29,160
|
|
|
|
(8,019
|
)
|
|
|
21,141
|
|
Derivatives
|
|
|
(71,011
|
)
|
|
|
19,529
|
|
|
|
(51,482
|
)
|
Others, net
|
|
|
10,193
|
|
|
|
(2,803
|
)
|
|
|
7,390
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
8,809
|
|
|
W
|
(2,422
|
)
|
|
W
|
6,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as adjusted in accordance with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
3,565,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share, as adjusted, in accordance
with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
46,938
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
75,952,869
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-80
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won, except share data)
|
|
|
For the year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
3,314,181
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
20,152
|
|
|
W
|
(5,542
|
)
|
|
|
14,610
|
|
Capitalized costs
|
|
|
35,435
|
|
|
|
(9,745
|
)
|
|
|
25,690
|
|
Capitalized repairs
|
|
|
(1,269
|
)
|
|
|
349
|
|
|
|
(920
|
)
|
Investment securities
|
|
|
54,070
|
|
|
|
(14,869
|
)
|
|
|
39,201
|
|
Amortizing of goodwill
|
|
|
25,322
|
|
|
|
(6,964
|
)
|
|
|
18,358
|
|
Others, net
|
|
|
(4,588
|
)
|
|
|
1,263
|
|
|
|
(3,325
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
129,122
|
|
|
W
|
(35,508
|
)
|
|
W
|
93,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as adjusted in accordance with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
3,407,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share, as adjusted, in accordance
with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
43,304
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
78,694,181
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won, except share data)
|
|
|
For the year ended December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
4,022,492
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
19,301
|
|
|
W
|
(5,222
|
)
|
|
|
14,079
|
|
Capitalized costs
|
|
|
15,381
|
|
|
|
(4,230
|
)
|
|
|
11,151
|
|
Capitalized repairs
|
|
|
(5,312
|
)
|
|
|
1,461
|
|
|
|
(3,851
|
)
|
Investment securities
|
|
|
81,659
|
|
|
|
(22,456
|
)
|
|
|
59,203
|
|
Amortizing of goodwill
|
|
|
8,875
|
|
|
|
(2,441
|
)
|
|
|
6,434
|
|
Others, net
|
|
|
4,187
|
|
|
|
(12,097
|
)
|
|
|
(7,910
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
124,091
|
|
|
W
|
(44,985
|
)
|
|
W
|
79,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income as adjusted in accordance with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
4,101,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share, as adjusted, in accordance
with U.S. GAAP
|
|
|
|
|
|
|
|
|
|
W
|
51,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding
|
|
|
|
|
|
|
|
|
|
|
79,198,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-81
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
(b) Reconciliation
of shareholders equity from Korean GAAP to U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won)
|
|
|
As of December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
25,117,740
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
(633,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,484,083
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
(136,471
|
)
|
|
W
|
15,041
|
|
|
|
(121,430
|
)
|
Capitalized costs
|
|
|
345,496
|
|
|
|
(95,011
|
)
|
|
|
250,485
|
|
Capitalized repairs
|
|
|
1,573
|
|
|
|
(433
|
)
|
|
|
1,140
|
|
Investment securities
|
|
|
(71,762
|
)
|
|
|
19,735
|
|
|
|
(52,027
|
)
|
Amortization of goodwill
|
|
|
63,356
|
|
|
|
(17,423
|
)
|
|
|
45,933
|
|
Derivatives
|
|
|
(71,011
|
)
|
|
|
19,529
|
|
|
|
(51,482
|
)
|
Others, net
|
|
|
5,664
|
|
|
|
(1,558
|
)
|
|
|
4,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
136,845
|
|
|
W
|
(60,120
|
)
|
|
W
|
76,725
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity, as adjusted, in accordance with U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
W
|
24,560,809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won)
|
|
|
As of December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
22,401,742
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
(489,208
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,912,534
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
(155,755
|
)
|
|
W
|
19,986
|
|
|
|
(135,769
|
)
|
Capitalized costs
|
|
|
321,643
|
|
|
|
(88,452
|
)
|
|
|
233,191
|
|
Capitalized repairs
|
|
|
2,455
|
|
|
|
(675
|
)
|
|
|
1,780
|
|
Investment securities
|
|
|
(84,269
|
)
|
|
|
23,174
|
|
|
|
(61,095
|
)
|
Amortizing of goodwill
|
|
|
34,196
|
|
|
|
(9,404
|
)
|
|
|
24,792
|
|
Cumulative effect of FAS 123R
|
|
|
(4,097
|
)
|
|
|
1,127
|
|
|
|
(2,970
|
)
|
Others, net
|
|
|
(431
|
)
|
|
|
119
|
|
|
|
(312
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
113,742
|
|
|
W
|
(54,125
|
)
|
|
W
|
59,617
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity, as adjusted, in accordance with U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
W
|
21,972,151
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-82
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
Income Tax
|
|
|
Adjustments
|
|
|
|
before Income Tax
|
|
|
Effect
|
|
|
after Income Tax
|
|
|
|
(In millions of Korean won)
|
|
|
As of December 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity under Korean GAAP
|
|
|
|
|
|
|
|
|
|
W
|
19,873,677
|
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
(384,670
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,489,007
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
(175,907
|
)
|
|
W
|
25,528
|
|
|
|
(150,379
|
)
|
Capitalized costs
|
|
|
286,208
|
|
|
|
(78,707
|
)
|
|
|
207,501
|
|
Capitalized repairs
|
|
|
3,724
|
|
|
|
(1,024
|
)
|
|
|
2,700
|
|
Investment securities
|
|
|
(66,594
|
)
|
|
|
18,313
|
|
|
|
(48,281
|
)
|
Amortization of goodwill
|
|
|
8,875
|
|
|
|
(2,441
|
)
|
|
|
6,434
|
|
Others, net
|
|
|
60
|
|
|
|
(8,873
|
)
|
|
|
(8,813
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
W
|
56,366
|
|
|
W
|
(47,204
|
)
|
|
W
|
9,162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity, as adjusted, in accordance with U.S.
GAAP
|
|
|
|
|
|
|
|
|
|
W
|
19,498,169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Fixed
asset revaluation
|
Under Korean GAAP, certain fixed assets were subject to upward
revaluations in accordance with the Asset Revaluation Law, with
the revaluation increment credited to capital surplus. As a
result of this revaluation, depreciation expense on these assets
was adjusted to reflect the increased basis. Under
U.S. GAAP, such a revaluation is not permitted and
depreciation expense should be based on historical cost. When
assets are sold, any revaluation surplus related to those assets
under Korean GAAP would be reflected in income as additional
gain on sale of assets under U.S. GAAP.
Under Korean GAAP, the Company capitalizes certain foreign
exchange gains and losses on borrowings associated with
property, plant and equipment during the construction period.
Under U.S. GAAP, all foreign exchange gains and losses are
included in the results of operations for the current period. No
foreign exchange gains and losses have been capitalized for the
years ended December 31, 2007, 2006 and 2005 under Korean
GAAP. Depreciation of net capitalized foreign exchange gains and
losses carried forward from prior periods amounted to
W1,048 million,
W(2,099) million and
W8,097 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
In addition, effective from the period beginning after
December 31, 2002, under Korean GAAP, interest costs that
would have been theoretically avoided had expenditures not been
made for assets which require a period of time to prepare them
for their intended use are generally expensed as incurred,
except when certain criteria are met for capitalization. The
Company has adopted this application and expensed financing
costs subject to the capitalization. Under U.S. GAAP, the
Company is required to capitalize such amount. Capital projects
that have had their progress halted would suspend the
capitalization of interest and would also delay the accumulation
of depreciation during the suspense period.
F-83
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Capitalized interest for the years ended December 31, 2007,
2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Capitalized interest
|
|
W
|
104,014
|
|
|
W
|
123,350
|
|
|
W
|
86,269
|
|
Depreciation of capitalized interest
|
|
|
(73,888
|
)
|
|
|
(72,034
|
)
|
|
|
(60,581
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income impact
|
|
W
|
30,126
|
|
|
W
|
51,316
|
|
|
W
|
25,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Korean GAAP, research and development costs, organization
costs and internal use software costs have been recorded as
intangible assets and amortized over a period not exceeding
20 years. Under U.S. GAAP, organization costs as well
as research and developments costs are generally expensed as
incurred. In addition, certain costs incurred for software
developed for internal use, U.S. GAAP requires that costs
incurred in the preliminary project stage be expensed as
incurred. External direct costs such as material and service,
payroll or payroll related costs for employees who are directly
associated with the project, and interest costs incurred when
developing computer software for internal use, should be
capitalized and amortized on a straight-line method over the
estimated useful life. Training costs, data conversion costs and
general administrative costs should be expensed as incurred.
U.S. GAAP reconciliation adjustments for the capitalization
and amortization of intangible assets which arose mostly from
research and development cost for the years ended
December 31, 2007, 2006 and 2005, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Net income impact
|
|
W
|
(7,321
|
)
|
|
W
|
(13,782
|
)
|
|
W
|
(18,404
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Korean GAAP, major repair costs associated with the
Companys furnaces had been expensed as incurred,
regardless of the nature of the expenditure until 2001.
U.S. GAAP requires that repairs which extend an
assets useful life or significantly increase its value be
capitalized when incurred and depreciated. Routine maintenance
and repairs are expensed as incurred. Depreciation of
capitalized repairs carried forward from prior periods has been
recorded.
Under Korean GAAP, the guarantor is required to disclose
guarantees, including indirect guarantees of indebtedness of
others. Under U.S. GAAP, the guarantor is required to
recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing the guarantee
for guarantees issued or modified after December 31, 2002.
As of December 31, 2007, the guarantees issued or modified
after December 31, 2002 by the Company for the repayment of
loans amounts to W147,100 million,
excluding guarantees issued either between parents and their
subsidiaries or between corporations under common control
(Note 16). The fair value of the liability recorded at the
inception is amortized into income over the life of the
guarantee contract. The Company has recognized the fair value of
liabilities net of amortization amounting to
W(566) million and
W(417) million and W1,732
for the years ended December 31, 2007, 2006 and 2005,
respectively. This adjustment is included in Others, net.
|
|
(g)
|
Stock
Appreciation Rights
|
Under Korean GAAP, the Company accounted for stock-based
compensation in accordance with the intrinsic value method for
awards that call for settlement in cash, shares, or a
combination of both measures. Stock compensation liabilities at
the end of each period are determined as the amount by which the
moving weighted average of quoted market value of the shares of
the enterprises stock covered by a grant exceeds the
option price.
F-84
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The moving weighted average of quoted market value is calculated
based on the weighted average market price of last one week,
last one month and last two months of each period.
Under U.S. GAAP, Statement of Financial Accounting
Standards (SFAS) No. 123(R) is effective as of the
beginning of the first interim or annual reporting period that
begins after December 15, 2005, which applies to new awards
and to awards modified, repurchased or cancelled after effective
date. The Company adopted FAS 123(R) on January 1,
2006 using the modified prospective method. The compensation
expense for the portion of the awards for which the requisite
service period has not been rendered that are outstanding at
December 31, 2005 needs to be remeasured from its intrinsic
value to its fair value on the adoption date, and any difference
to be reflected as the cumulative effect of change in accounting
principle, net of any related tax effect. Also, reflected in the
cumulative effect of change in accounting principle is the net
cumulative impact of estimating future forfeitures in the
determination of periodic expense, rather than recording
forfeitures when they occur as previously permitted. Prior to
adoption of FAS 123(R), the Company applied APB 25,
intrinsic value method, as permitted under FAS 123 and
recorded stock compensation liabilities under intrinsic value
method using the quoted market value of the shares of the
Companys stock covered by a grant exceed the option price.
The Company remeasured the value of its stock appreciation
rights as of January 1, 2006 and applied the estimated
future forfeitures, which resulted in a cumulative effect of
change in accounting principle, net of tax, totaling
W(2,970) million.
The following table illustrates the effect on Net Income and
Earnings per Share if the Company had applied the fair value
recognition provisions of SFAS No. 123(R) to
stock-based employee compensation for the year ended
December 31, 2005:
|
|
|
|
|
|
|
2005
|
|
|
|
(In millions of Korean won,
|
|
|
|
except per-share amounts)
|
|
|
Net Income, as reported
|
|
W
|
4,101,598
|
|
Add: Stock-based employee compensation expense included in
reported net income, net of related tax effects
|
|
|
4,574
|
|
Deduct: Stock-based employee compensation expense determined
under the fair value method, net of related tax effects
|
|
|
(6,457
|
)
|
Pro forma net earnings
|
|
|
4,099,715
|
|
Earning per share-basic:
|
|
|
|
|
As reported
|
|
|
51,789
|
|
Pro forma
|
|
|
51,765
|
|
Earning per share-diluted:
|
|
|
|
|
As reported
|
|
|
51,789
|
|
Pro forma
|
|
|
51,765
|
|
As the share appreciation right is classified as liability
awards, the fair value of stock options granted was remeasured
as of the reporting date using a Black-Scholes option-pricing
model with the following weighted average assumptions:
|
|
|
|
|
|
|
2007
|
|
|
Dividend yield range
|
|
|
1.74 ~2.98
|
%
|
Expected volatility range
|
|
|
34.44 ~49.38
|
%
|
Risk-free interest rate range
|
|
|
5.52 ~5.89
|
%
|
Expected lives (in years)
|
|
|
0.45 ~3.51
|
|
F-85
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
U.S. GAAP reconciliation adjustments for stock appreciation
rights granted to employees and executives recognized for the
years ended December 31, 2007, 2006 and 2005 are included
in Others, net and are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Net income impact
|
|
W
|
10,759
|
|
|
W
|
(4,171
|
)
|
|
W
|
2,455
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total stock compensation expense, in accordance with
U.S. GAAP, for the years ended December 31, 2007, 2006
and 2005 amounts to W113,122 million,
W54,056 million and
W15,782 million, respectively.
|
|
(h)
|
Investment
Securities
|
The differences in accounting for investment securities relate
to (i) recognition of an impairment loss under
U.S. GAAP but not under Korean GAAP and
(ii) Recognition of gain or loss on disposal of investments
due to different classification under Korean GAAP and US GAAP.
|
|
(i)
|
Recognition
of an impairment loss
|
Under Korean GAAP, if the fair value of investments classified
as either available-for-sale or held to maturity permanently
declines compared to its acquisition cost as evidenced by events
such as bankruptcy, liquidation, negative net asset values and
cessation of operations, the carrying value of the debt or
equity security is adjusted to fair value, with the resulting
impairment loss charged to current operations. If the fair value
of the security subsequently recovers, a gain is recognized up
to the amount of previously recognized impairment loss.
Under U.S. GAAP, if the decline in fair value of
investments classified as either available-for-sale or held to
maturity is determined to be other-than-temporary, the cost
basis of the individual security is written down to fair value
as the new cost basis and the amount of the impairment loss is
charged to current operations. In addition, U.S. GAAP
prohibits gain recognition based on subsequent recoveries of
previously impaired investments.
Both Korean GAAP and U.S. GAAP requires that all unrealized
gains and losses arising from available-for-sale securities be
recorded in accumulated other comprehensive income.
No other-than-temporary impairment is recorded for
available-for-sale or held-to-maturity securities for the years
ended December 31, 2007, 2006 and 2005.
|
|
(ii)
|
Recognition
of gain on disposal of available for sale investments
|
The Company disposed certain securities that had been previously
impaired under U.S. GAAP purposes. The fair value of these
securities subsequently recovered resulting in the reversal of
the impairment under Korean GAAP. As a result, the
Companys cost basis relating to those securities was
higher under Korean GAAP than under U.S. GAAP. This
difference in cost basis resulted in a gain of
W511 million under U.S. GAAP upon
disposal.
A summary of the U.S. GAAP adjustments relating to
investment securities for the years ended December 31,
2007, 2006 and 2005 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Impairment loss
|
|
W
|
|
|
|
W
|
(1,026
|
)
|
|
W
|
(7,882
|
)
|
Recognition of gains on disposal
|
|
|
511
|
|
|
|
55,096
|
|
|
|
89,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income impact
|
|
W
|
511
|
|
|
W
|
54,070
|
|
|
W
|
81,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-86
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Information with respect to available-for-sale debt and equity
securities as of December 31, 2007, 2006 and 2005 is as
follows:
Investment
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Book value at prior yearend plus investment acquired during
current year
|
|
W
|
4,049,311
|
|
|
W
|
2,420,474
|
|
|
W
|
1,864,297
|
|
Unrealized gains and losses incurred during current year
|
|
|
498,711
|
|
|
|
443,097
|
|
|
|
328,276
|
|
Permanent impairment loss incurred during current year
|
|
|
(4,340
|
)
|
|
|
(1,970
|
)
|
|
|
(11,605
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value (Korean GAAP)
|
|
|
4,543,682
|
|
|
|
2,861,601
|
|
|
|
2,180,968
|
|
Accumulated other-than-temporary impairment
|
|
|
(73,851
|
)
|
|
|
(86,357
|
)
|
|
|
(68,682
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value (US GAAP)
|
|
W
|
4,469,831
|
|
|
W
|
2,775,244
|
|
|
W
|
2,112,286
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under Korean GAAP, goodwill is amortized over the useful life
during which future economic benefits are expected to flow to
the enterprise, not exceeding twenty years. The Company
amortizes goodwill over five years using straight-line method.
Under U.S. GAAP, goodwill is not subject to amortization
rather an impairment test is required at least annually.
The Company issued exchangeable bonds in 2003. The exchangeable
bonds are exchangeable into SK Telecom American Depository
Receipts at the option of the holders. The exchangeable right is
considered an embedded derivative instrument. Both Korean GAAP
and U.S. GAAP requires that an embedded derivative
instrument shall be separated from the host contract and
accounted for as a derivative instrument if all of the specific
criteria are met.
The difference between Korean GAAP and U.S. GAAP in
accounting for embedded derivatives relates to condition of
readily convertible to cash when determining it could be settled
net (net settlement condition which is one of characteristics of
derivative).
Under Korean GAAP, when the total number of shares to be
converted in the contract is significant compared to the daily
transaction volume, this embedded equity conversion option to
shares does not regarded as an embedded derivative because it
could not meet the characteristics of readily convertible to
cash which is one of criteria in determining net settlement
condition.
Under U.S. GAAP, in assessing whether a contract, which can
contractually be settled in increments, meets definition of net
settlement, an entity must determine whether or not the quantity
of the asset to be received from the settlement of one increment
is considered readily convertible to cash. If the contract can
be settled in increments and those increments are considered
readily convertible to cash, the entire contract meets the
definition of net settlement.
|
|
(k)
|
Deferred
Income Taxes
|
In general, accounting for deferred income taxes is
substantially the same between Korean GAAP and U.S. GAAP.
The Company is also required to recognize the additional
deferred tax effects that result from differences between the
reported Korean GAAP and U.S. GAAP amounts.
F-87
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
|
|
36.
|
Additional
Financial Information in Accordance with U.S. GAAP
|
|
|
(a)
|
Deferred
taxes in accordance with U.S. GAAP
|
The tax effects of temporary differences that resulted in
significant portions of the deferred tax assets and liabilities
at December 31, 2007, 2006 and 2005, computed under
U.S. GAAP, and a description of the consolidated financial
statement items that created these differences are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed asset revaluation
|
|
W
|
15,041
|
|
|
W
|
19,986
|
|
|
W
|
25,528
|
|
Investment securities
|
|
|
|
|
|
|
221,139
|
|
|
|
77,984
|
|
Impairment loss on fixed assets
|
|
|
121,483
|
|
|
|
129,264
|
|
|
|
129,135
|
|
Impairment loss on investment securities
|
|
|
19,735
|
|
|
|
45,979
|
|
|
|
23,078
|
|
Allowance for doubtful accounts
|
|
|
80,532
|
|
|
|
91,478
|
|
|
|
61,142
|
|
Allowance for severance benefits
|
|
|
32,399
|
|
|
|
21,964
|
|
|
|
101,867
|
|
Depreciation expense
|
|
|
|
|
|
|
2,168
|
|
|
|
18,980
|
|
Capital expenditures
|
|
|
|
|
|
|
74
|
|
|
|
|
|
Research and development expense
|
|
|
|
|
|
|
|
|
|
|
12,988
|
|
Deferred taxes related to OCI
|
|
|
|
|
|
|
12,141
|
|
|
|
182,824
|
|
Denied accrual expenses
|
|
|
|
|
|
|
78,402
|
|
|
|
120,198
|
|
Derivatives
|
|
|
19,529
|
|
|
|
|
|
|
|
|
|
Others
|
|
|
292,116
|
|
|
|
45,172
|
|
|
|
86,287
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
580,835
|
|
|
|
667,767
|
|
|
|
840,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on valuation of equity method investments
|
|
|
178,171
|
|
|
|
118,895
|
|
|
|
134,441
|
|
Reserve for repairs
|
|
|
82,982
|
|
|
|
110,930
|
|
|
|
132,120
|
|
Accrued income
|
|
|
2,313
|
|
|
|
16,446
|
|
|
|
917
|
|
Reserve for technology
|
|
|
303,756
|
|
|
|
397,375
|
|
|
|
388,117
|
|
Capitalized repairs
|
|
|
433
|
|
|
|
675
|
|
|
|
1,024
|
|
Capitalized costs
|
|
|
95,011
|
|
|
|
89,361
|
|
|
|
78,707
|
|
Deferred taxes related to OCI
|
|
|
372,366
|
|
|
|
141,155
|
|
|
|
162,434
|
|
Others
|
|
|
|
|
|
|
|
|
|
|
30,159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
1,035,032
|
|
|
|
874,837
|
|
|
|
927,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets (liabilities)
|
|
W
|
(454,197
|
)
|
|
W
|
(207,070
|
)
|
|
W
|
(87,908
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Under U.S. GAAP, comprehensive income and its components
are required to be presented under the provisions of
SFAS No. 130, Reporting Comprehensive Income.
Comprehensive income includes all changes in shareholders
equity during the period except those resulting from investments
by, or distributions to owners,
F-88
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
including certain items not included in the current years
results of operations. Comprehensive income for the years ended
December 31, 2007, 2006 and 2005 is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Net income, as adjusted, in accordance with U.S GAAP
|
|
W
|
3,565,047
|
|
|
W
|
3,407,795
|
|
|
W
|
4,101,598
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
74,982
|
|
|
|
(51,838
|
)
|
|
|
(7,150
|
)
|
Change in a fair value of a derivative instrument
|
|
|
(4,034
|
)
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on investments
|
|
|
521,124
|
|
|
|
351,307
|
|
|
|
85,195
|
|
Reclassification adjustment for losses (gains)included in income
|
|
|
(658
|
)
|
|
|
43,135
|
|
|
|
(1,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income, as adjusted, in accordance with U.S. GAAP
|
|
W
|
4,156,461
|
|
|
W
|
3,750,399
|
|
|
W
|
4,177,978
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-89
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Accumulated other comprehensive income as of December 31,
2007, 2006 and 2005, is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
|
|
|
Change in a
|
|
|
Unrealized
|
|
|
Accumulated
|
|
|
|
Currency
|
|
|
Fair Value of
|
|
|
Gains
|
|
|
Other
|
|
|
|
Translation
|
|
|
a Derivative
|
|
|
(Losses) on
|
|
|
Comprehensive
|
|
|
|
Adjustments
|
|
|
Instrument
|
|
|
Investments
|
|
|
Income
|
|
|
|
(In millions of Korean won)
|
|
|
Balance, December 31, 2004
|
|
W
|
11,536
|
|
|
W
|
|
|
|
W
|
177,723
|
|
|
W
|
189,259
|
|
Foreign currency translation adjustments,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net of tax benefit of W2,712 million
|
|
|
(7,150
|
)
|
|
|
|
|
|
|
|
|
|
|
(7,150
|
)
|
Unrealized gains on investments, net of tax expense of
W(32,316) million
|
|
|
|
|
|
|
|
|
|
|
85,195
|
|
|
|
85,195
|
|
Less: Reclassification adjustment for net realized gain included
in income, net of tax expense of
W632 million
|
|
|
|
|
|
|
|
|
|
|
(1,665
|
)
|
|
|
(1,665
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period change
|
|
|
(7,150
|
)
|
|
|
|
|
|
|
83,530
|
|
|
|
76,380
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2005
|
|
W
|
4,386
|
|
|
W
|
|
|
|
W
|
261,253
|
|
|
W
|
265,639
|
|
Foreign currency translation adjustments,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net of tax benefit of W19,663 million
|
|
|
(51,838
|
)
|
|
|
|
|
|
|
|
|
|
|
(51,838
|
)
|
Unrealized gains on investments, net of tax expense of
W(147,661) million
|
|
|
|
|
|
|
|
|
|
|
351,307
|
|
|
|
351,307
|
|
Add: Reclassification adjustment for net realized losses
included in income, net of tax benefit of
W(16,362) million
|
|
|
|
|
|
|
|
|
|
|
43,135
|
|
|
|
43,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period change
|
|
|
(51,838
|
)
|
|
|
|
|
|
|
394,442
|
|
|
|
342,604
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006
|
|
W
|
(47,452
|
)
|
|
W
|
|
|
|
W
|
655,695
|
|
|
W
|
608,243
|
|
Foreign currency translation adjustments,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net of tax expense of W(28,441) million
|
|
|
74,982
|
|
|
|
|
|
|
|
|
|
|
|
74,982
|
|
Change in a fair value of a derivative instrument, net of tax
benefit of W1,530 million
|
|
|
|
|
|
|
(4,034
|
)
|
|
|
|
|
|
|
(4,034
|
)
|
Unrealized gains on investments, net of tax expense of
W(197,667) million
|
|
|
|
|
|
|
|
|
|
|
521,124
|
|
|
|
521,124
|
|
Add: Reclassification adjustment for net realized losses
included in income, net of tax benefit of
W249 million
|
|
|
|
|
|
|
|
|
|
|
(658
|
)
|
|
|
(658
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current period change
|
|
|
74,982
|
|
|
|
(4,034
|
)
|
|
|
520,466
|
|
|
|
591,414
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007
|
|
W
|
27,530
|
|
|
W
|
(4,034
|
)
|
|
W
|
1,176,161
|
|
|
W
|
1,199,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c)
|
Fair
Value of financial instruments
|
The following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it
is practicable to estimate that value:
(i) Cash and cash equivalents, short-term financial
instruments, trading securities, trade accounts and notes
receivable, trade accounts and notes payable, and short-term
borrowings
F-90
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
The carrying amount approximates fair value due to the
short-term nature of those instruments.
(ii) Investment Securities
The fair value of market-traded investments such as listed
companys stocks, public bonds and other marketable
securities are based on quoted market prices for those
investments. Investments in non-listed companies stock,
for which there are no quoted market prices, estimate of fair
value is based on acquisition cost less impairment if any.
(iii) Long-Term loans, trade account and notes
receivable
Loans receivable, accounts and notes receivable are reported net
of specific and general provisions for impairment as well as
present value discount factor. As a result, the fair values of
long-term loans approximate their carrying values.
(iv) Long-Term debt
The fair value of long-term debt is based on quoted market
prices, where available. For those notes where quoted market
prices are not obtainable, a discounted cash flow model is used
based on the current rates for issues with similar maturities.
The estimated fair values of the Companys financial
instruments stated under Korean GAAP as of December 31,
2007 and 2006 are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Carrying
|
|
|
|
|
|
Carrying
|
|
|
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
|
(In millions of Korean won)
|
|
|
Cash and cash equivalents
|
|
W
|
1,292,581
|
|
|
W
|
1,292,581
|
|
|
W
|
936,288
|
|
|
W
|
936,288
|
|
Short-term financial instruments
|
|
|
1,743,079
|
|
|
|
1,743,079
|
|
|
|
867,310
|
|
|
|
867,310
|
|
Trading securities
|
|
|
1,286,939
|
|
|
|
1,286,939
|
|
|
|
2,000,647
|
|
|
|
2,000,647
|
|
Trade accounts and notes receivable, including long-term loans
|
|
|
3,819,857
|
|
|
|
3,819,857
|
|
|
|
3,845,106
|
|
|
|
3,845,106
|
|
Investment securities
|
|
|
5,178,723
|
|
|
|
5,178,723
|
|
|
|
3,165,055
|
|
|
|
3,165,055
|
|
Short-term borrowings
|
|
|
1,572,020
|
|
|
|
1,572,020
|
|
|
|
1,238,749
|
|
|
|
1,238,749
|
|
Trade accounts and notes payable
|
|
|
2,246,890
|
|
|
|
2,246,890
|
|
|
|
1,507,227
|
|
|
|
1,507,227
|
|
Long-term debt, including current portion
|
|
|
3,789,889
|
|
|
|
3,808,261
|
|
|
|
3,129,914
|
|
|
|
3,189,205
|
|
Minority interests in consolidated subsidiaries are disclosed
within the shareholders equity section of the balance
sheet. Under U.S. GAAP, minority interests are recorded
between the liability section and the shareholders equity
section in the consolidated balance sheet.
|
|
(e)
|
Classification
differences in the Consolidated Statements of
Income
|
Certain income and expense items in the Companys
Consolidated Statements of Income including: (i) gains and
losses on disposal of property, plant and equipment;
(ii) impairment of property, plant and equipment;
(iii) gains on recovery of allowance for doubtful accounts;
(iv) other bad debt expenses; (v) and provision for
early retirement benefits have been classified as non-operating
under Korean GAAP and excluded from the determination of
operating income. Under U.S. GAAP, the above noted income
and expense items would be included in the determination of
operating income. After reclassification of those items,
operating income under U.S. GAAP
F-91
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
would be W4,990,642 million and
W4,306,707 million and
W5,725,875 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
Components
of Other non-operating expenses
Other non-operating expenses disclosed within the
Korean GAAP Consolidated Statements of Income are comprised
of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Loss on disposal of investments
|
|
W
|
17,660
|
|
|
W
|
66,116
|
|
|
W
|
121,474
|
|
Loss on impairment of property, plant
|
|
|
|
|
|
|
|
|
|
|
|
|
and equipment
|
|
|
1,011
|
|
|
|
2,740
|
|
|
|
|
|
Provision for early retirement benefits(1)
|
|
|
|
|
|
|
14,672
|
|
|
|
418,567
|
|
Additional payment of income tax
|
|
|
|
|
|
|
13,472
|
|
|
|
194,506
|
|
Others
|
|
|
77,097
|
|
|
|
107,847
|
|
|
|
119,543
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
W
|
95,768
|
|
|
W
|
204,847
|
|
|
W
|
854,090
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
In 2000, the Company initiated an ongoing plan to offer special
termination benefits to employees who voluntarily accept early
retirement and received applications for early retirement from
employees. The Company recorded no expense for the year ended
December 31, 2007 and recorded an expense amounting to
W14,672 million and
W418,567 million, for the years ended
December 31, 2006 and 2005, respectively, which represents
lump sum early retirement benefits which were either paid or
accrued for the applicants who were notified of acceptance and
approval of their applications at each year end. The employees
were terminated effective on or before December 31, 2006
and all liabilities associated with these early retirement
benefits were settled by December 2006. |
|
|
(f)
|
Consolidated
statement of cash flows
|
Under both Korean GAAP and US GAAP, cash flows are classified
under operating activities, investing activities and financing
activities.
Under U.S. GAAP, cash flows related to purchases and sales
of trading securities are classified as cash flows from
operating activities. However, under Korean GAAP, they are
classified as cash flows from investing activities. Net cash
flows from purchases and sales of trading securities are
W891,031 million,
W806,341 million and
W221,705 million for the years ended
December 31, 2007, 2006 and 2005, respectively.
F-92
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
Components
of Others financing activities
Others financing activities disclosed within the
Korean GAAP Consolidated Statements of cash flows are
comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(In millions of Korean won)
|
|
|
Proceeds from other current liabilities
|
|
W
|
|
|
|
W
|
88,907
|
|
|
W
|
2,289
|
|
Repayment of other current liabilities
|
|
|
|
|
|
|
|
|
|
|
(1,640
|
)
|
Dividends paid by subsidiaries
|
|
|
(13,765
|
)
|
|
|
(7,530
|
)
|
|
|
(11,300
|
)
|
Issuance of new shares by subsidiaries
|
|
|
1,996
|
|
|
|
67,431
|
|
|
|
39,675
|
|
Additional acquisition of interest of subsidiaries(*)
|
|
|
(142,778
|
)
|
|
|
(42,165
|
)
|
|
|
(308,887
|
)
|
Proceeds from disposal of interest of subsidiaries
|
|
|
11,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
W
|
(143,209
|
)
|
|
W
|
106,643
|
|
|
W
|
(279,863
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(*) |
|
Additional acquisition of minority interests in a subsidiary is
classified as investment activities under US GAAP, while it is
required to be classified as financing activities under Korean
GAAP. |
The following table provides information on reconciliation of
total assets of the reportable segments under Korean GAAP as of
December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subtotal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before
|
|
|
Reconciling
|
|
|
|
|
|
|
Steel
|
|
|
Construction
|
|
|
Trading
|
|
|
Others
|
|
|
Elimination
|
|
|
Adjustments
|
|
|
Consolidated
|
|
|
|
(In millions of Korean won)
|
|
|
Segments total assets
|
|
W
|
33,869,372
|
|
|
W
|
3,246,818
|
|
|
W
|
1,195,492
|
|
|
W
|
4,295,711
|
|
|
W
|
42,607,393
|
|
|
W
|
(6,332,630
|
)
|
|
W
|
36,274,763
|
|
|
|
37.
|
Recent
Accounting Pronouncements
|
U.S.
GAAP
In September 2006, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 157
(SFAS 157) Fair Value Measurement.
SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles
(GAAP) and expands disclosures about fair value measurements.
SFAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim
periods within those fiscal years, except as amended by FASB
position (FSP)
SFAS 157-1
and FSP
SFAS 157-2
as described further below. Earlier application is encouraged,
provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements
for an interim period within that fiscal year. The provisions of
SFAS 157 should be applied prospectively as of the
beginning of the fiscal year in which it is initially applied
except for certain cases where it should be applied
retrospectively. The Company is currently evaluating the impact
that SFAS 157 may have on the consolidated financial
position, results of operations or cash flows. This statement
will be effective for the Company for the fiscal year beginning
on January 1, 2008. In February 2008, the FASB issued FSP
SFAS 157-1,
Application of FASB Statement No. 157 to FASB
Statement No. 13 and Its Related Interpretive Accounting
Pronouncements That Address Leasing Transactions and FSP
SFAS 157-2,
Effective Date of FASB Statement No. 157. FSP
SFAS 157-1
removes leasing from the scope of SFAS No. 157,
Fair Value Measurements. FSP
SFAS 157-2
delays the effective date of SFAS No. 157 from 2008 to
2009 for all nonfinancial assets and nonfinancial liabilities,
except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least
annually).
In February 2007, the FASB issued SFAS Statement
No. 159, The Fair Value Option for Financial Assets
and Financial Liabilities. This statement permits
companies and not-for-profit organizations to make a one-time
F-93
POSCO and
Subsidiaries
Notes to
Consolidated Financial
Statements (Continued)
election to carry eligible types of financial assets and
liabilities at fair value, even if fair value measurement is not
required under GAAP. SFAS 159 is effective for fiscal years
beginning after November 15, 2007. The Company is in the
process of evaluating the impact that SFAS 159 may have on
the consolidated financial statements.
In December 2007, the FASB issued SFAS No. 141
(revised 2007), Business Combinations
(SFAS No. 141(R)). Under SFAS No. 141(R),
companies are required to recognize the assets acquired,
liabilities assumed, contractual contingencies, and contingent
consideration at their fair value on the acquisition date. This
statement further requires that acquisition-related costs be
recognized separately from the acquisition and expensed as
incurred, restructuring costs generally be expensed in periods
subsequent to the acquisition date, and changes in accounting
for deferred tax asset valuation allowances and acquired income
tax uncertainties after the measurement period impact income tax
expense. In addition, acquired in-process research and
development (IPR&D) is capitalized as an intangible asset
and amortized over its estimated useful life. The Company is in
the process of evaluating the impact that SFAS 141 (revised
2007) may have on the consolidated financial statements.
This statement will be effective for the Company for business
combinations for which the acquisition date is on or after the
beginning of the first annual reporting period that begins on or
after December 15, 2008.
In December 2007, the FASB issued FAS No. 160,
Noncontrolling Interests in Consolidated Financial
Statements an amendment of Accounting Research
Bulletin No. 51 (FAS 160). FAS 160
requires all entities to report noncontrolling interests in
subsidiaries (also known as minority interests) as a separate
component of equity in the consolidated statement of financial
position, to clearly identify consolidated net income
attributable to the parent and to the noncontrolling interest on
the face of the consolidated statement of income and to provide
sufficient disclosure that clearly identifies and distinguishes
between the interest of the parent and the interests of
noncontrolling owners. FAS 160 also establishes accounting
and reporting standards for changes in a parents ownership
interest and the valuation of retained noncontrolling equity
investments when a subsidiary is deconsolidated. FAS 160 is
effective as of January 1, 2009. The Company is in the
process of evaluating the impact that FAS 160 may have on
the consolidated financial statements.
In March 2008, the FASB issued
SFAS No. 161,Disclosures about Derivative
Instruments and Hedging Activities an amendment of
FASB Statement No. 133. FAS 161 requires enhanced
disclosures about an entitys derivative and hedging
activities and thereby improves the transparency of financial
reporting. This Statement changes the disclosure requirements
for derivative instruments and hedging activities. Entities are
required to provide enhanced disclosures about (a) how and
why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted
for under Statement 133 and its related interpretations, and
(c) how derivative instruments and related hedged items
affect an entitys financial position, financial
performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application
encouraged. The Company is in the process of evaluating the
impact that SFAS 161 may have on the consolidated financial
statements. This statement encourages, but does not require,
comparative disclosures for earlier periods at initial adoption.
F-94
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)
Name: Lee, Ku-Taek
|
|
|
|
Title:
|
Chief Executive Officer
|
and Representative Director
Date: June 24, 2008
Exhibit Index
|
|
|
|
|
|
|
|
1
|
.1
|
|
|
|
Articles of incorporation of POSCO (English translation)
(incorporated by reference to Exhibit 1.1 to the
Registrants Annual Report on Form 20-F for the fiscal
year ended December 31, 2006)*
|
|
2
|
.1
|
|
|
|
Form of Common Stock Certificate (including English translation)
(incorporated by reference to Exhibit 4.3 to the
Registrants Registration Statement
No. 33-81554)*
|
|
2
|
.2
|
|
|
|
Form of Deposit Agreement (including Form of American Depositary
Receipts) (incorporated by reference to the Registrants
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 Registrants Registration Statement (File
No. 33-84318)
on
Form F-6)*
|
|
7
|
.1
|
|
|
|
Computation of ratio of earnings to fixed charges
|
|
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
|
|
15
|
.1
|
|
|
|
Consent of Samil PricewaterhouseCoopers, the Korean member firm
of PricewaterhouseCoopers
|