Edgar Filing: POSCO

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e6vk

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2011

Commission File Number: 1-13368

POSCO

(Translation of registrant’s name into English)

POSCO Center, 892 Daechi 4-dong, Kangnam-gu, Seoul, Korea, 135-777
(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)


Form20-F þ				Form 40-F o

[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes o				No þ

[If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) : 82- .]

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SIGNATURES

POSCO is furnishing under cover of Form 6-K :

Exhibition 99.1 : Notice of Ordinary General Meeting of Shareholders

To Shareholders

Notice of the 43^rd Ordinary General Meeting of Shareholders

We hereby notify you that the 43^rd Ordinary General Meeting of Shareholders will be held as follows in accordance with the Article 20 of the Articles of Incorporation (“AOI”).

[The figures provided in this material relate only to POSCO, and are not consolidated with those of its subsidiaries.]

1.		Date: February 25, 2011, 9:00 am

2.		Place: POSCO Center, 892, Daechi-4dong Gangnam-gu, Seoul, 135-777, Korea

3.		Agenda

Agenda 1 : Approval of Balance Sheet (Statements of Financial Position), Statements of Income, and Statements of Appropriation of Retained Earnings for the 43rd Fiscal Year

Balance Sheet (Statements of Financial Position)

As of December 31, 2010 and 2009

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
(Asset)

I. Current Assets		13,008,707,415		12,918,063,757		90,643,658
1. Quick Assets		7,019,949,308		9,921,738,444		D2,901,789,136
1. Cash and cash equivalents		672,426,447		626,782,472		45,643,975
2. Short-term financial instruments		2,376,721,649		5,581,593,675		D3,204,872,026
3. Trading securities		182,207,924		505,810,900		D323,602,976
4. Current portion of available-for-sales securities		0		20,230,000		D20,230,000
5. Current portion of held-to-maturity securities		1,978,044		20,000,000		D18,021,956
6. Trade accounts and notes receivables		3,332,269,744		2,695,160,906		637,108,838
Allowance for doubtful accounts		D4,686,564		D11,252,312		6,565,748
7. Other accounts receivable		174,964,519		137,559,653		37,404,866
Allowance for doubtful accounts		D10,588,676		D10,618,021		29,345
8. Accrued income		28,888,019		49,986,803		D21,098,784
9. Prepayment		6,217,512		11,943,114		D5,725,602
10. Prepaid expenses		13,648,477		8,465,639		5,182,839
11. Deferred income tax assets		245,754,712		286,075,615		D40,320,903
12. Other quick assets		147,501		0		147,500
2. Inventories		5,988,758,107		2,996,325,313		2,992,432,794
1. Finished goods		698,219,197		344,192,189		354,027,008
Provision for valuation loss		D593,172		D691,044		97,872
2. By-products		5,541,852		4,281,160		1,260,692
3. Semi-finished goods		1,431,341,301		843,719,822		587,621,479
4. Raw materials		1,704,830,493		696,491,504		1,008,338,989
5. Fuel and materials		524,077,414		405,002,668		119,074,746
6. Materials— in-transit		1,624,765,227		702,807,428		921,957,799
7. Others		575,795		521,586		54,209

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
II. Non-current Assets		35,181,537,666		27,074,701,228		8,106,836,438
1. Investments		16,125,045,639		10,212,391,248		5,912,654,391
1. Long-term financial instruments		40,400		40,400		0
2. Available-for-sales securities		5,011,710,632		4,522,920,625		488,790,007
3. Held-to-maturity securities		29,829,674		31,674,760		D1,845,086
4. Equity method accounted investments		11,034,515,244		5,633,218,152		5,401,297,092
5. Long-term loans receivable		48,983,978		24,554,499		24,429,479
Allowance for doubtful accounts		D34,289		D17,188		D17,101
2. Tangible Assets		18,547,857,357		16,645,593,558		1,902,263,799
1. Land		1,110,172,608		961,869,037		148,303,571
2. Buildings		4,686,429,193		3,946,866,724		739,562,469
Accumulated depreciation		D2,135,765,617		D1,948,356,832		D187,408,785
3. Structures		3,284,062,810		2,687,870,751		596,192,059
Accumulated depreciation		D1,339,861,242		D1,207,951,198		D131,910,044
4. Machinery and equipment		31,455,065,586		28,119,425,237		3,335,640,349
Accumulated depreciation		D21,272,258,263		D19,848,993,415		D1,423,264,848
5. Vehicle		182,136,501		172,312,389		9,824,112
Accumulated depreciation		D159,382,325		D155,509,732		D3,872,593
6. Tools		158,895,422		146,097,221		12,798,201
Accumulated depreciation		D131,088,005		D129,360,350		D1,727,655
7. Furniture and fixtures		208,772,181		183,806,707		24,965,474
Accumulated depreciation		D142,427,908		D133,749,293		D8,678,615
8. Capital lease assets		11,465,641		11,465,641		0
Accumulated depreciation		D2,547,920		D1,910,940		D636,980
9. Construction-in-progress		2,634,188,695		3,841,711,611		D1,207,522,916
3. Intangible Assets		172,642,997		151,828,810		20,814,187
1. Intellectual property rights		4,918,945		3,027,836		1,891,109
2. Port facilities usage rights		112,682,905		100,143,943		12,538,962
3. Other intangible assets		55,041,147		48,657,031		6,384,116
4. Other non-current assets		335,991,673		64,887,612		271,104,061
1. Long-term trade accounts and notes receivables		252,290		1,874,932		D1,622,642
Allowance for doubtful accounts		D228,608		D568,468		339,860
2. Guarantee deposits		2,212,836		1,770,624		442,212
3. Other investments		333,777,343		62,485,103		271,292,240
Allowance for doubtful accounts		D22,188		D674,579		652,391
Total Assets		48,190,245,081		39,992,764,985		8,197,480,096

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
(Liabilities)

I. Current Liabilities		5,823,593,945		2,685,842,052		3,137,751,893
1. Trade accounts payables		1,310,876,710		739,746,242		571,130,468
2. Short-term borrowings		1,119,071,148		430,909,766		688,161,382
3. Income taxes payable		594,539,016		290,637,891		303,901,125
4. Dividends payable		5,568,570		5,143,235		425,335
5. Current portion of long-term debts		1,776,427,653		1,065,427		1,775,362,226
6. Other accounts payables		728,574,815		987,976,723		D259,401,908
7. Advances received		33,241,730		25,614,657		7,627,073
8. Withholdings		30,792,348		51,074,649		D20,282,301
9. Accrued expenses		209,490,165		145,484,273		64,005,892
10. Unearned revenue		4,181,850		2,011,898		2,169,952
11. Others		10,829,940		6,177,291		4,652,649

II. Long-term Liabilities		7,284,461,243		6,355,632,323		928,828,920
1. Debentures		5,872,258,386		5,649,689,819		222,568,567
Discount on debentures		D58,214,818		D64,916,655		6,701,837
Premium on redemption of debentures		11,137,585		10,067,258		1,070,327
2. Long-term borrowings		90,598,000		75,519,000		15,079,000
3. Foreign currency long-term borrowings		377,204,938		5,577,792		371,627,146
4. Bank loans		4,073,918		5,571,823		D1,497,905
5. Estimated severance benefits (net)		981,184,616		784,356,837		196,827,779
Transferred to National Pension Fund		D82,341		D82,341		0
Deposits for severance benefits trust		D689,079,659		D599,087,525		D89,992,134
6. Deferred income tax liabilities		648,183,357		400,276,621		247,906,736
7. Other long-term liabilities		47,197,261		88,659,694		D41,462,433
Total Liabilities		13,108,055,188		9,041,474,375		4,066,580,813

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
(Shareholders’ Equity)

I. Capital Stock		482,403,125		482,403,125		0

II. Capital Surplus		4,421,191,425		4,404,068,992		17,122,433
1. Paid-in capital in excess of par value		463,825,293		463,825,293		0
2. Revaluation surplus		3,172,775,771		3,172,775,771		0
3. Other capital surplus		784,590,361		767,467,928		17,122,433

III. Capital Adjustments		D2,403,262,926		D2,403,262,926		0
1. Treasury stock		D2,403,262,926		D2,403,262,926		0

IV. Accumulated other comprehensive income		1,129,105,850		524,823,984		604,281,866
1. Gain on valuation of investment securities		851,238,863		651,464,860		199,774,003
2. Loss on valuation of investment securities		D500,295,498		D677,507,276		177,211,778
3. Capital changes of securities under equity method		926,262,876		654,433,260		271,829,616
4. Capital losses of securities under equity method		D148,100,391		D103,566,860		D44,533,531

V. Retained Earnings		31,452,752,419		27,943,257,435		3,509,494,984
1. Legal reserve		241,201,563		241,201,563		0
2. Voluntary reserve		27,000,027,641		24,407,023,733		2,593,003,908
3. Unappropriated retained earnings		4,211,523,215		3,295,032,139		916,491,076


Total Shareholders’ Equity		35,082,189,893		30,951,290,610		4,130,899,283


Total Liabilities and Shareholders’ Equity		48,190,245,081		39,992,764,985		8,197,480,096

Statements of Income

For the Years Ended December 31, 2010 and 2009

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
I. Sales		32,582,036,641		26,953,944,911		5,628,091,730
1. Sales of finished goods		32,432,823,004		26,837,551,573		5,595,271,431
2. Other sales		149,213,637		116,393,338		32,820,299

II. Cost of Sales		26,018,331,413		22,574,304,260		3,444,027,153
1. Cost of finished goods		25,935,265,272		22,509,505,979		3,425,759,293
2. Other cost of sales		83,066,141		64,798,281		18,267,860

III. Gross Profit		6,563,705,228		4,379,640,651		2,184,064,577

IV. Selling and Administrative Expenses		1,516,659,157		1,231,642,350		285,016,807
1. Salaries and wages		148,969,183		94,600,039		54,369,144
2. Provision for severance benefits		38,709,288		5,831,030		32,878,258
3. Other employ benefits		55,255,176		78,527,288		D23,272,112
4. Travel		20,794,833		12,579,590		8,215,243
5. Communications		8,486,295		7,314,762		1,171,533
6. Utilities		1,210,233		454,584		755,649
7. Heating		450,180		515,388		D65,208
8. Taxes and public dues		4,476,878		4,379,119		97,759
9. Depreciation and amortization of tangible asset		16,529,649		14,703,922		1,825,727
10. Depreciation and amortization of intangible asset		15,570,651		16,094,019		D523,368
11. Rent		26,844,136		19,820,795		7,023,341
12. Repairs		13,050,564		10,535,628		2,514,936
13. Insurance		684,264		11,635,409		D10,951,145
14. Entertainment		5,084,418		3,558,942		1,525,476
15. Advertising		84,719,803		72,103,460		12,616,343
16. Research and development		94,241,467		53,947,161		40,294,306
17. Fees and charges		146,370,184		112,851,963		33,518,221
18. Prize		4,320,506		2,451,287		1,869,219
19. Supplies		7,444,978		4,146,602		3,298,376
20. Clothing		117,350		94,846		22,504

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
21. Subscriptions and printing		3,076,771		2,665,158		411,613
22. Vehicles expenses		6,319,562		5,571,721		747,841
23. Membership fees		7,562,882		7,158,257		404,625
24. Training		21,743,708		12,087,994		9,655,714
25. Public affair expenses		7,010,288		5,901,434		1,108,854
26. Stock compensation expense		0		36,100,499		D36,100,499
27. Freight		702,391,170		556,657,591		145,733,579
28. Operating expenses for distribution center		8,685,743		9,189,268		D503,525
29. Sales commissions		49,635,430		53,627,016		D3,991,586
30. Sales advertising		1,545,743		345,943		1,199,800
31. Sales promotions		7,792,274		4,820,135		2,972,139
32. Samples		1,775,717		1,661,936		113,781
33. Sales insurance		11,969,692		590,557		11,379,135
34. Bad debt expenses		D6,625,985		8,860,621		D15,486,606
35. Others		446,126		258,386		187,740

V. Operating Income		5,047,046,071		3,147,998,301		1,899,047,770

VI. Non-operating Income		1,580,060,690		2,066,256,887		D486,196,197
1. Interest income		230,455,504		208,473,258		21,982,246
2. Dividend income		84,519,870		60,114,265		24,405,605
3. Gain on disposal of trading securities		15,372,613		21,102,741		D5,730,128
4. Gain on valuation of trading securities		1,882,189		5,810,900		D3,928,711
5. Gain on foreign currency transactions		438,917,892		649,733,054		D210,815,162
6. Gain on foreign currency translation		85,053,786		422,224,980		D337,171,194
7. Equity in earnings of equity method accounted investments		612,931,828		585,436,084		27,495,744
8. Gain on disposal of investments		1,221,669		8,939,023		D7,717,354
9. Gain on disposal of property, plant and equipment		24,598,655		21,273,569		3,325,086
10. Gain on derivatives transactions		26,737,224		33,457,872		D6,720,648
11. Gain on valuation of derivatives		1,248,353		7,065,344		D5,816,991
12. Reversal of allowance for doubtful accounts		0		416,788		D416,788
13. Gain on disposal of other non-current assets		367,555		1,892,841		D1,525,286
14. Miscellaneous income		56,753,551		40,316,168		16,437,383

(Unit: Korean Thousand Won, except per share amounts)


Description	2010			2009			Changes
VII. Non-operation Expenses		1,476,994,788			1,631,730,935			D154,736,147
1. Interest expense		318,638,264			288,574,632			30,063,632
2. Other bad debt expenses		D664,635			20,654			D685,289
3. Loss on foreign currency transactions		437,815,222			722,955,973			D285,140,751
4. Loss on foreign currency translation		259,050,760			15,405,550			243,645,210
5. Donations		59,647,291			106,410,365			D46,763,074
6. Equity in losses of equity method accounted investments		275,224,463			235,406,940			39,817,523
7. Loss on impairment of investments		0			131,125,999			D131,125,999
8. Loss on disposal of investments		530,036			13,163			516,873
9. Loss on disposal of property, plant and equipment		92,209,253			73,822,162			18,387,091
10. Loss on derivatives transactions		0			19,280,928			D19,280,928
11. Loss on disposal of accounts and notes receivables		3,199,365			5,458,389			D2,259,024
12. Loss on disposal of other non-current assets		30,367			270,549			D240,182
13. Others		31,314,402			32,985,631			D1,671,229

VIII. Income Before Income Taxes		5,150,111,973			3,582,524,253			1,567,587,720

IX. Income Tax Expense		947,321,087			410,260,752			537,060,335

X. Net Income		4,202,790,886			3,172,263,501			1,030,527,385

XI. Basic earnings per share (in Korean won)		(54,558	)		(41,380	)		(13,178	)

Statements of Appropriation of Retained Earnings

For the Year Ended December 31, 2010 and 2009

(Unit: Korean Thousand Won)


Description	2010		2009		Changes
I. Retained Earnings Before Appropriations		4,211,523,215		3,295,032,139		916,491,076
1. Unappropriated retained earnings carried over from prior year		201,314,525		237,623,512		D36,308,987
2. Interim dividends		D192,582,196		D114,854,874		D77,727,322
a. Cash dividends		D192,582,196		D114,854,874		D77,727,322
Dividend (ratio) per share
\2,500 (50%) in 2010
\1,500 (30%) in 2009
3. Net income		4,202,790,886		3,172,263,501		1,030,527,385

II. Transfer From Voluntary Reserves		195,000,000		391,666,667		D196,666,667
1. Reserve for research and development		195,000,000		391,666,667		D196,666,667


Total		4,406,523,215		3,686,698,806		719,824,409

III. Appropriations of Retained Earnings		4,158,845,219		3,485,384,281		673,460,938
1. Dividends		577,746,585		500,713,707		77,032,878
a. Cash dividends		577,746,585		500,713,707		77,032,878
\7,500 (150%) in 2010
\6,500 (130%) in 2009
2. Reserve for research and development		400,000,000		800,000,000		D400,000,000
3. Reserve for business expansion		2,950,000,000		2,000,000,000		950,000,000
4. Reserve for dividend equalization		231,098,634		184,670,574		46,428,060


IV. Unappropriated Retained Earnings Carried Forward to Subsequent Year		247,677,996		201,314,525		46,363,471

Agenda 2: Partial Amendments to Articles of Incorporation


Existing Article	Amendment	Remark
Article 4. Notices Public notices by the Company shall be given, when necessary, by inserting them in the Seoul Shinmun, the Maeil Shinmun and the Kwangju Ilbo, daily newspapers published in Seoul, Daegu Metropolitan City and Kwangju Metropolitan City, respectively.	Article 4. Notices Public notices by the Company shall be disclosed on the website of the Company(http://www.posco.com). When such online disclosure is made impracticable due to online system error or any other electronic technical failure, public notices by the Company shall be disclosed in the Seoul Shinmun, the Maeil Shinmun and the Kwangju Ilbo, daily newspapers published in Seoul, Daegu Metropolitan City and Kwangju Metropolitan City, respectively.	Reflection of amended Commercial Law, Online Disclosure

(Incorporation)	Article 2 of 13. Register of Shareholders by Electronic Means In accordance with the Commercial Code, the Company may make entries in the Register of Shareholders by electronic means.	Reflection of amended Commercial Law, Register of Shareholders by Electronic Means

Article 15. Suspension of Alterations of Entries in the Register of Shareholders	Article 15. Record Date and Suspension of Alterations of Entries in the Register of Shareholders

(1) The Company shall suspend entries of alterations, registration or cancellation of pledges over shares and indication of trust assets and cancellation thereof in the Register of Shareholders of a period commencing on January 1 and ending on January 15 of each year.	(1) The Company shall suspend entries of alterations, registration or cancellation of pledges over shares and indication of trust assets and cancellation thereof in the Register of Shareholders of a period commencing on January 1 and ending on January 15 of each year.

(2) The Company may, by resolution of the Board of Directors or by resolution of a committee as authorized by the Board of Directors, suspend the entry of a change as to the matters contained in the Register of Shareholders for a specified period of time or set a record date when deemed necessary and for the purpose of convening an Extraordinary General Meeting of Shareholders; provided, however, that the period of suspension shall not exceed three (3) months and two (2) weeks prior notice of suspension or fixing of a record date has been given to the shareholders. The Board of Directors or such authorized committee may, when deemed necessary, both suspend the entry of a change in the Register of Shareholders and set a record date.	(2) The record date of the Register of Shareholders shall be December 31 of each year, and such shareholders listed on the Register of Shareholders as of the record date shall be entitled to exercise their rights thereof at the General Meetings of Shareholders. (3) The Company may, by resolution of the Board of Directors or by resolution of a committee as authorized by the Board of Directors, suspend the entry of a change as to the matters contained in the Register of Shareholders for a specified period of time or set a record date when deemed necessary and for the purpose of convening an Extraordinary General Meeting of Shareholders; provided, however, that the period of suspension shall not exceed three (3) months and two (2) weeks prior notice of suspension or fixing of a record date has been given to the shareholders. The Board of Directors or such authorized committee may, when deemed necessary, both suspend the entry of a change in the Register of Shareholders and set a record date.	Record Date of the Register of Shareholders

	ADDENDA (February 25, 2011) The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 43^rd fiscal year.

Agenda 3: Election of the Directors

3-1 : Election of Outside Directors

[Description of the Proposal]

Pursuant to Article 382 of the Korean Commercial Act and Article 28 of the Company’s Articles of Incorporation, we request that the Ordinary General Meeting of Shareholders appoint Outside Directors of the Company.

¨ Number of Outside Directors to be Elected : 3 Directors

¨ Candidates


			Transactions
	Date of Birth		with POSCO	Relationships
	Recommended	Major	over the last	with largest
Name	By	Experience	three years	shareholders	Term
Nam, Yong	Mar. 16, 1948 Director Candidate Recommendation Committee	Vice Chairman & CEO, LG Electronics (Present) President of Strategic Business Initiatives, LG Corp. President & CEO, LG Telecom, Ltd	None	None	2yr

Byun, Dae-Gyu	Mar. 8, 1960 Director Candidate Recommendation Committee	Chairman & CEO, Humax Co., Ltd (Present) Member of National Science & Technology Council Full member of the Nat’l Academy of Engineering of Korea	None	None	2yr

Park, Sang-Kil	Nov. 10, 1953 Director Candidate Recommendation Committee	Lawyer, Kim & Chang (Present) Prosecuter General, Daejeon High Prosecutor’s Office Prosecuter General, Busan High Prosecutor’s Office	None	None	2yr

3-2 : Election of Audit Committee Members

[Description of the Proposal]

Pursuant to Article 415-2, 542-11 and 542-12 of the Korean Commercial Act and Article 48 of the Company’s Articles of Incorporation, we request that the Ordinary General Meeting of Shareholders appoint Audit Committee members of the Company.

o Number of Audit Committee Members to be Elected : 2 Members

o Candidates


			Transactions
	Date of Birth		with POSCO	Relationships
	Recommended	Major	over the last	with largest
Name	By	Experience	three years	shareholders	Term
Kim, Byung-Ki	Jun. 26, 1950 Director Candidate Recommendation Committee	Visiting Professor, Technology Management Economics and Policy Graduate Program, Seoul Nat’l University (Present) President, Samsung Economic Research Institute Deputy Minister, Planning and Management Office, Ministry of Finance and Economy	None	None	1yr

Park, Sang-Kil	Nov. 10, 1953 Director Candidate Recommendation Committee	Lawyer, Kim & Chang (Present) Prosecuter General, Daejeon High Prosecutor’s Office Prosecuter General, Busan High Prosecutor’s Office	None	None	2yr

3-3 : Election of Inside Director

[Description of the Proposal]

o Number of Inside Director to be Elected: 1 Director

o Candidates


			Transactions
	Date of Birth		with POSCO	Relationships
	Recommended	Major	over the last	with largest
Name	By	Experience	three years	shareholders	Term
Choi, Jong-Tae	Sep. 20, 1949 Board of Directors	President and Representative Director, POSCO (Present) Senior Executive Vice President, POSCO Executive Vice President, POSCO	None	None	1yr

Agenda 4: Approval of Limits of Total Remuneration for Directors

[Description of the Proposal]

Pursuant to Article 388 of the Korean Commercial Act and Article 36 of the Company’s Articles of Incorporation, we request that the Ordinary General Meeting of Shareholders approve Limits of the Total Remuneration for Directors in the 43^rd fiscal year.

o The Limit (to be approved) of the Total Remuneration in the 44^th fiscal year:

KRW 7.0 billion

o The Limit (approved) of the Total Remuneration in the 43^rd fiscal year:

KRW 7.0 billion

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

* Print the name and title under the signature of the signing officer.

POSCO
(Registrant)

Date : February 1, 2011

/s/ Choi, Jong-Tae

(Signature)*

Name: Choi, Jong-Tae

Title: President