20-F - PKX - Equibles

As filed with the Securities and Exchange Commission on April 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

(Mark One)

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

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

For the fiscal year ended December 31, 2024

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

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

Date of event requiring this shell company report

For the transition period from

Commission file number 1-13368

POSCO HOLDINGS INC.

(Exact name of Registrant as specified in its charter)

POSCO HOLDINGS INC.	The Republic of Korea
(Translation of Registrant’s name into English)	(Jurisdiction of incorporation or organization)

POSCO Center, 440 Teheran-ro,

Gangnam-gu

Seoul, Republic of Korea 06194

(Address of principal executive offices)

Chung, Ihn-young

POSCO Center, 440 Teheran-ro,

Gangnam-gu

Seoul, Republic of Korea 06194

Telephone: +82-2-3457-1073;

E-mail:

ihnyoung.h@posco-inc.com; Facsimile: +82-2-3457-6000

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of Each Class	Trading symbol	Name of Each Exchange on Which Registered
American Depositary Shares, each representing<br> <br>one-fourth<br> of one share of common stock	PKX	New York Stock Exchange, Inc.
Common Stock, par value Won 5,000 per share *	PKX	New York Stock Exchange, Inc. *

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

As of December 31, 2024, there were 75,620,779 shares of common stock, par value Won 5,000 per share, outstanding (not including 7,003,598 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

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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

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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

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

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Accelerated filer

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Non

-accelerated filer

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Emerging growth company

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If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Yes

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

GAAP

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IFRS

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Other

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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

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Item

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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

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*	Not for trading, but only in connection with the registration of the American Depositary Shares.

TABLE OF CONTENTS

GLOSSARY			1
PART I			2
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS		2
	Item 1.A.	Directors and Senior Management	2
	Item 1.B.	Advisers	2
	Item 1.C.	Auditor	2
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE		2
	Item 2.A.	Offer Statistics	2
	Item 2.B.	Method and Expected Timetable	2
ITEM 3.	KEY INFORMATION		2
	Item 3.A.	[Reserved]	2
	Item 3.B.	Capitalization and Indebtedness	2
	Item 3.C.	Reasons for Offer and Use of Proceeds	2
	Item 3.D.	Risk Factors	2
ITEM 4.	INFORMATION ON THE COMPANY		28
	Item 4.A.	History and Development of the Company	28
	Item 4.B.	Business Overview	28
	Item 4.C.	Organizational Structure	45
	Item 4.D.	Property, Plants and Equipment	45
	Item 4A.	Unresolved Staff Comments	48
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS		48
	Item 5.A.	Operating Results	48
	Item 5.B.	Liquidity and Capital Resources	74
	Item 5.C.	Research and Development, Patents and Licenses, Etc.	77
	Item 5.D.	Trend Information	78
	Item 5.E.	Critical Accounting Estimates	78
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		78
	Item 6.A.	Directors and Senior Management	78
	Item 6.B.	Compensation	80
	Item 6.C.	Board Practices	81
	Item 6.D.	Employees	82
	Item 6.E.	Share Ownership	83
	Item 6.F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation	83
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		84
	Item 7.A.	Major Shareholders	84
	Item 7.B.	Related Party Transactions	84
	Item 7.C.	Interests of Experts and Counsel	84
ITEM 8.	FINANCIAL INFORMATION		84
	Item 8.A.	Consolidated Statements and Other Financial Information	84
	Item 8.B.	Significant Changes	87
ITEM 9.	THE OFFER AND LISTING		87
	Item 9.A.	Offer and Listing Details	87
	Item 9.B.	Plan of Distribution	87

	Item 9.C.	Markets	87
	Item 9.D.	Selling Shareholders	88
	Item 9.E.	Dilution	88
	Item 9.F.	Expenses of the Issuer	88
ITEM 10.	ADDITIONAL INFORMATION		88
	Item 10.A.	Share Capital	88
	Item 10.B.	Memorandum and Articles of Association	88
	Item 10.C.	Material Contracts	93
	Item 10.D.	Exchange Controls	94
	Item 10.E.	Taxation	98
	Item 10.F.	Dividends and Paying Agents	104
	Item 10.G.	Statements by Experts	105
	Item 10.H.	Documents on Display	105
	Item 10.I.	Subsidiary Information	105
	Item 10.J.	Annual Report to Security Holders	105
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		105
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		107
	Item 12.A.	Debt Securities	107
	Item 12.B.	Warrants and Rights	107
	Item 12.C.	Other Securities	107
	Item 12.D.	American Depositary Shares	108
PART II			109
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES		109
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS		109
ITEM 15.	CONTROLS AND PROCEDURES		109
ITEM 16.	[RESERVED]		110
	Item 16.A.	Audit Committee Financial Expert	110
	Item 16.B.	Code of Ethics	110
	Item 16.C.	Principal Accountant Fees and Services	110
	Item 16.D.	Exemptions from the Listing Standards for Audit Committees	111
	Item 16.E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	112
	Item 16.F.	Change in Registrant’s Certifying Accountant	112
	Item 16.G.	Corporate Governance	112
	Item 16.H.	Mine Safety Disclosure	114
	Item 16.I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	114
	Item 16.J.	Insider Trading Policies	115
	Item 16.K.	Cybersecurity	115
PART III			118
ITEM 17.	FINANCIAL STATEMENTS		118
ITEM 18.	FINANCIAL STATEMENTS		118
ITEM 19.	EXHIBITS		119

GLOSSARY

“ADR”	American Depositary Receipt evidencing ADSs.
“ADR depositary”	Citibank, N.A.
“ADS”	American Depositary Share representing one-fourth of one share of Common Stock.
“Commercial Code”	Commercial Code of the Republic of Korea.
“common stock”	Common stock, par value Won 5,000 per share, of POSCO HOLDINGS INC.
“Consolidated Financial Statements”	Consolidated financial statements as of December 31, 2023 and 2024 and for each of the years in the three-year period ended December 31, 2024 and related notes thereto.
“deposit agreement”	Deposit Agreement, dated as of July 19, 2013, among POSCO (currently named POSCO HOLDINGS INC.), the ADR Depositary and all holders and beneficial owners from time to time of ADRs issued thereunder.
“U.S. dollars,” “$” or “US$”	The currency of the United States of America.
“FSCMA”	Financial Investment Services and Capital Markets Act of the Republic of Korea.
“Government”	The government of the Republic of Korea.
“Gwangyang Works”	Gwangyang Steel Works.
“IASB”	International Accounting Standards Board.
“IFRS”	International Financial Reporting Standards.
“IFRS as issued by the IASB”	IFRS accounting standards as issued by the IASB
“Korea”	The Republic of Korea.
“K-IFRS”	Korean International Financial Reporting Standards.
“Pohang Works”	Pohang Steel Works.
“POSCO Group”	POSCO HOLDINGS INC. and its consolidated subsidiaries.
“Securities Act”	The United States Securities Act of 1933, as amended.
“Securities Exchange Act”	The United States Securities Exchange Act of 1934, as amended.
“SEC”	The United States Securities and Exchange Commission.
“tons”	Metric tons (1,000 kilograms), equal to 2,204.6 pounds.
“U.S. GAAP”	Generally accepted accounting principles in the United States of America.
“We”	POSCO HOLDINGS INC. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires. Accordingly, in the context of discussing our steel operations, “we” refers to the steel-producing operations of the subsidiaries of POSCO HOLDINGS INC., including POSCO, POSCO (Zhang-jiagang), PT. Krakatau POSCO and POSCO YAMATO VINA.
“Won” or “W ”	The currency of the Republic of Korea.
“Yen”	The currency of Japan.
“Yuan”	The currency of the People’s Republic of China.

Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

PART I

Item 1.

Identity of Directors, Senior Managers and Advisers

Item 1.A.

Directors and Senior Management

Not applicable

Item 1.B.

Advisers

Not applicable

Item 1.C.

Auditor

Not applicable

Item 2.

Offer Statistics and Expected Timetable

Not applicable

Item 2.A.

Offer Statistics

Not applicable

Item 2.B.

Method and Expected Timetable

Not applicable

Item 3.

Key Information

Item 3.A. [Reserved]

Item 3.B.

Capitalization and Indebtedness

Not applicable

Item 3.C.

Reasons for Offer and Use of Proceeds

Not applicable

Item 3.D.

Risk Factors

You should carefully consider the risks described below.

The global economic downturn may adversely affect our business and performance. The global economic outlook for the near future remains uncertain.

Our business is affected by highly cyclical market demand for our products and services. In particular, POSCO and our other subsidiaries that engage in steel production activities are affected by market demand from a number of industries, including the construction, automotive, shipbuilding and electrical appliances industries as well as downstream steel processors, which are sensitive to general conditions in the global economy. Macroeconomic factors, such as the economic growth rate, employment levels, interest rates, inflation rates, exchange rates, commodity prices, demographic trends and fiscal policies of governments can have a significant effect on such industries. From time to

time, these industries have experienced significant and sometimes prolonged downturns, which in turn have negatively impacted our steel business. Global economic conditions have deteriorated in recent years, with global financial and capital markets experiencing substantial volatility. In particular, the COVID-19 pandemic that began in late 2019 and rapid increases in interest rates globally starting in the second half of 2021 to combat inflation have materially and adversely affected the global economy and financial markets. See “— Earthquakes, tsunamis, floods, severe health epidemics (including the global COVID-19 pandemic and any possible occurrences of other types of widespread infectious diseases) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.” Such uncertainties have been caused by, and continue to be exacerbated by, among other things, deterioration in economic and trade relations between major economies (particularly between the United States and China), the invasion of Ukraine by Russia in February 2022 that has destabilized the global energy sector, the slowdown of economic growth in China and other major emerging market economies, adverse economic and political conditions in Europe and Latin America and continuing geopolitical and social instability in North Korea and various parts of the Middle East, including the Israel-Hamas war. See “— Korea and the rest of Asia are our most important markets, and our current business and future growth could be materially and adversely affected if economic conditions in the region deteriorate.”

Actual or anticipated further deterioration of global economic conditions may result in a decline in demand for our products. In the case of a prolonged decrease in demand (which may occur or be exacerbated as a result of tariffs imposed on imports into our major export markets), we may need to rationalize our production capacity and reduce fixed costs, and we will likely face pressure to reduce prices of our products. From time to time, we have adjusted our crude steel production levels and sales prices in response to sluggish demand from our customers in industries adversely impacted by the deteriorating economic conditions. We produced 43.0 million tons of crude steel in 2021. However, we adjusted our production level to 38.6 million in 2022, 39.9 million in 2023 and 39.2 million in 2024 in response to weak global economic conditions in recent years. During such period, the weighted average unit sales price for our semi-finished and finished steel products produced by us and directly sold to external customers decreased from Won 1,435,642 per ton in 2022 to Won 1,272,754 per ton in 2023 and Won 1,217,705 per ton in 2024 primarily reflecting general deterioration of the global steel market conditions, which was partially offset by general depreciation of the Won against the U.S. dollar that increased our export prices in Won terms.

Such weakening demand and a general oversupply in the market have negatively impacted our results of operations in 2023 and 2024. Our revenue decreased by 9.3%, or Won 7,947 billion, from Won 85,004 billion in 2022 to Won 77,057 billion in 2023, and our profit decreased by 48.5%, or Won 1,740 billion, from Won 3,586 billion in 2022 to Won 1,846 billion in 2023. Our revenue decreased by 4.7%, or Won 3,597 billion, from Won 77,057 billion in 2023 to Won 73,459 billion in 2024, and our profit decreased by 45.6%, or Won 841 billion, from Won 1,846 billion in 2023 to Won 1,005 billion in 2024.

We expect fluctuation in demand for our steel products and trading services to continue at least in the near future. We may decide to further adjust our future crude steel production or our sales prices on an ongoing basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. In addition, economic downturns in the Korean and global economies could result in market conditions characterized by weaker demand for steel products from a number of industries as well as falling prices for export and import products and reduced trade levels. Deterioration of market conditions may result in changes in assumptions underlying the carrying value of certain assets, which in turn could result in impairment of such assets, including intangible assets such as goodwill. Our ability to reduce expenditures for production facilities and research and development during an industry downturn is limited because of the need to maintain our competitive position. If we are unable to reduce our expenses sufficiently to offset reductions in price and sales volume, our margins will suffer and our business, financial condition and results of operations may be materially and adversely affected.

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

Steel Segment. Our subsidiaries that produce steel products, including POSCO, our wholly-owned subsidiary, operate in the highly competitive steel industry and face intense global competition. China is the largest steel-producing country in the world by a significant margin, with the balance between its domestic production and demand being an important factor in the determination of global steel prices. In recent years, a slowdown in domestic demand for steel products in China, resulting from slowed economic growth as well as the impact from the COVID-19 pandemic, combined with an expansion in steel production capacity, led to production over-capacity in the Chinese steel industry, which in turn led the Chinese government to pursue aggressive consolidation in the Chinese steel industry that has resulted in fewer but larger steel manufacturers that are able to compete more effectively in the global steel industry. Competition from such global steel manufacturers with expanded production capacity as well as competitors from emerging markets, especially from China and India, has resulted in significant price competition and may result in declining margins and reductions in revenue in the future. POSCO’s larger competitors may use their resources, which may be greater than POSCO’s, against POSCO 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.

Increased production capacity, combined with decreased demand resulting from a slowdown of the global economy, has from time to time resulted in production over-capacity in the global steel industry which in turn has resulted in downward pressure on global steel prices. Although global demand for steel products increased in the first half of 2022, such demand weakened in the second half of 2022. In 2023 and 2024, global demand for steel products remained weak reflecting general deterioration of the global steel market conditions. Production over-capacity in the global steel industry may further intensify if the global economy slows or demand from developing countries, particularly from China, continues to lag behind the growth in production capacity. Production over-capacity in the global steel industry is likely to:

•	reduce export prices in U.S. dollar terms of our principal products, which in turn may lead to decreases in our sales prices in Korea as well;
•	increase competition in the Korean market as foreign producers seek to export steel products to Korea as other markets experience a slowdown;
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•	negatively affect demand for our products abroad and our ability to expand export sales; and
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•	affect our ability to increase steel production in general.
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Steel also competes with other natural and synthetic materials that may be used as steel substitutes, such as aluminum, cement, composites, glass, plastic and wood. Government regulatory initiatives mandating the use of such materials instead of steel, whether for environmental or other reasons, as well as the development of attractive alternative substitutes for steel products, may reduce demand for steel products and increase competition in the global steel industry.

As part of our strategy to compete in this challenging landscape, our steel subsidiaries will continue to invest in developing innovative products that offer the greatest potential returns and enhance the overall quality of our products, as well as make additional investments in the development of new manufacturing technologies. However, there is no assurance that they will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy or production over-capacity will not have a material adverse effect on our business, results of operations or financial condition.

Trading Segment of the Infrastructure Business. POSCO International Corporation (“POSCO International”), our consolidated subsidiary, competes principally with other Korean general

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

The overseas trading markets in which POSCO International operates are also highly competitive. POSCO International’s principal competitors in overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As POSCO International diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses. Some of POSCO International’s competitors may be more experienced and have greater financial resources and pricing flexibility than POSCO International, as well as more extensive global networks and wider access to customers. There is no assurance that POSCO International will be able to continue to compete successfully in this economic environment or that the prolonged slowdown of the global economy will not have a material adverse effect on our business, results of operations or financial condition. We recognized impairment of goodwill of Won 338 billion in 2022 as a result of a decrease in value-in-use of POSCO International.

On January 1, 2023, POSCO Energy Corporation (“POSCO Energy”), Korea’s largest domestic private power utility company and a provider of alternative environmentally-friendly energy solutions, merged into POSCO International. POSCO International’s power generation business competes principally with private-sector power generation companies in Korea that are affiliated with major domestic business groups, including SK Innovation Co., Ltd. and GS EPS Co., Ltd.

Construction Segment of the Infrastructure Business.

POSCO Eco & Challenge Co., Ltd. (“POSCO E&C” and formerly known as POSCO Engineering & Construction Co., Ltd.), our consolidated subsidiary, operates in the highly competitive construction industry. Competition is based primarily on price, reputation for quality, reliability, punctuality and financial strength of contractors. Intense competition among construction companies may result in, among other things, a decrease in the price POSCO E&C can charge for its services, difficulty in winning bids for construction projects, an increase in construction costs and difficulty in obtaining high-quality contractors and qualified employees.
In Korea, POSCO E&C’s main competition in the construction of residential and non-residential buildings, engineering, procurement and construction (“EPC”) projects, urban planning and development projects and civil works projects consists of approximately ten major domestic construction companies, many of which are member companies of other large business groups in Korea and are capable of undertaking larger-scale, higher-value-added projects that offer greater potential returns. A series of measures introduced by the Government over the past several years to regulate housing prices in Korea, as well as increasing popularity of low-bid contracts in civil works project mandates, have contributed to increased competition in the Korean construction industry in recent years.

Competition for new project awards in overseas markets is also intense. In these markets, POSCO E&C faces competition from local construction companies and other major Korean construction companies with overseas operations, as well as international construction companies from other countries. Construction companies from other developed countries may be more experienced, have greater financial resources and possess more sophisticated technology than POSCO E&C, while

construction companies from developing countries often have the advantage of lower wage costs. Some of these competitors have achieved higher market penetration than POSCO E&C has in specific markets in which it competes, and POSCO E&C may need to accept lower margins in order for it to compete successfully against them. POSCO E&C’s failure to successfully compete in the domestic or overseas construction markets could adversely affect its market position and our results of operations and financial condition.

Logistics and Others Segment of the Infrastructure Business. POSCO DX Co., Ltd. (“POSCO DX” and previously named POSCO ICT Co., Ltd.) competes principally with system integration service providers in Korea that are affiliated with major domestic business groups, including Samsung SDS Co., Ltd., LG CNS Co., Ltd. and SK Inc. C&C. POSCO FLOW Co., Ltd. (“POSCO FLOW”) competes principally with logistics service providers in Korea that are affiliated with major domestic business groups, including Hyundai Glovis Co., Ltd., Samsung SDS Co., Ltd. and LX Pantos Co., Ltd.

Secondary Battery Materials Segment. In the energy materials market, POSCO Future M Co., Ltd. (“POSCO Future M” and previously named POSCO Chemical Co., Ltd.) competes with other global leading manufacturers of cathode and anode materials, including LG Chemical Co., Ltd. and Ecopro BM Co., Ltd. Global demand for electric vehicles has decreased in recent years, which in turn has decreased demand for anode and cathode materials from our key customers. In part due to a slowdown of the rechargeable battery industry, POSCO Pilbara Lithium Solution Co., Ltd. (“POSCO Pilbara Lithium Solution”), a subsidiary in which we hold a 82% interest that engages in the production of lithium hydroxide, recognized an inventory impairment loss of Won 56 billion in 2024. In addition, POSCO Argentina SAU (“POSCO Argentina”), our wholly-owned subsidiary that also engages in the production of lithium hydroxide, recognized an inventory impairment loss of Won 53 billion in 2024. In its legacy business areas of refractories and lime chemicals, POSCO Future M competes principally with Chosun Refractories ENG Co., Ltd. and Korea Refractories Co., Ltd.

Korea and the rest of Asia are our most important markets, and our current business and future growth could be materially and adversely affected if economic conditions in the region deteriorate.

We are a holding company incorporated in Korea, and a substantial portion of our subsidiaries’ operations and assets are located in Korea. Domestic demand for steel products is affected by the condition of major steel consuming industries, such as construction, shipbuilding, automotive, electrical appliances and downstream steel processors, and the Korean economy in general. In addition, the trading operations of POSCO International are affected by the general level of trade between Korea and other countries, which in turn tends to fluctuate based on general conditions in the Korean and global economies. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea, and our performance and successful fulfillment of our operational strategies are largely dependent on the overall Korean economy.

Following a period of deterioration due to the debilitating effects of the COVID-19 pandemic on the Korean economy as well as on the economies of Korea’s major trading partners in 2020, the overall Korean economy showed signs of recovery in 2021. However, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices, supply chain disruptions and the increasing weakness of the global economy, as well as rapid increases in interest rates globally to combat inflation beginning in the second half of 2021 until recent months, have contributed to the uncertainty of global economic prospects in recent years and have adversely affected, and may continue to adversely affect, the Korean economy. The value of the Won relative to major foreign currencies has fluctuated significantly and, as a result of uncertain global and Korean economic conditions, there has been significant volatility in the stock prices of Korean companies recently. Future declines in the Korea Composite Stock Price Index (the “KOSPI”), and large amounts of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may

adversely affect the value of the Won, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and results of operations.

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

•	declines in consumer confidence and a slowdown in consumer spending, including as a result of severe health epidemics and increases in market interest rates;
•	political uncertainty or increasing strife among or within political parties in Korea and the ensuing societal unrest, including as a result of political uncertainty following the removal of President Yoon from office on April 4, 2025 by the Constitutional Court of Korea, which upheld the National Assembly’s vote to impeach him following his declaration of martial law in December 2024 (which declaration had been swiftly rescinded), as a result of which a special presidential election to elect his successor will be held on June 3, 2025;
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•	rising inflationary pressures leading to increases in costs of goods and services and a decrease in purchasing power;
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•	hostilities or political or social tensions involving Russia (including the invasion of Ukraine by Russia and ensuing actions that the United States and other countries have taken and may take in the future) and any resulting adverse effects on the global supply of oil and other natural resources or the global financial markets;
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•	adverse conditions or developments in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as a result of deteriorating economic and trade relations among such countries or impositions of significant tariffs by any such country and increased uncertainties in the global financial markets and industry;
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•	the imposition of significant tariffs on Korea’s exports by any of Korea’s major export markets, such as the imposition of a 25% tariff on Korea’s exports to the United States announced in April 2025, which implementation has been paused for 90 days;
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•	adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, Euro or Japanese Yen exchange rates or revaluation of the Chinese Yuan), interest rates, inflation rates or stock markets;
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•	the occurrence of severe health epidemics in Korea or other parts of the world, in addition to the COVID-19 pandemic;
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•	deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy;
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•	increased sovereign default risks in select countries and the resulting adverse effects on the global financial markets;
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•	deterioration in the financial condition or performance of small- and medium-sized enterprises and other companies in Korea due to the Government’s policies to increase minimum wages and limit working hours of employees;
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•	investigations of large Korean business groups and their senior management for possible misconduct;
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•	continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea;
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•	shortages of imported raw materials, natural resources, rare earth minerals or component parts due to disruptions to the global supply chain;
•	the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements;
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•	social and labor unrest;
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•	substantial changes in the market prices of Korean real estate;
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•	a substantial decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs, which, together, would likely lead to a national budget deficit as well as an increase in the Government’s debt;
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•	financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies, their suppliers or the financial sector;
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•	loss of investor confidence arising from corporate accounting irregularities or corporate governance issues concerning certain Korean companies;
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•	increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;
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•	geopolitical uncertainty and the risk of further attacks by terrorist groups around the world;
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•	hostilities or political or social tensions involving countries in the Middle East (including those resulting from the escalation of hostilities in the Middle East following the Israel-Hamas war) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;
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•	natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners; and
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•	an increase in the level of tensions 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.

We rely on export sales for a significant portion of our total sales. In particular, the Steel Segment’s export sales and overseas sales to customers abroad accounted for 62.8% of the Steel Segment’s total revenue in 2024. The Steel Segment’s export sales to customers in Asia, including China, Japan, Indonesia, Thailand and Malaysia, accounted for 55.1% of the Steel Segment’s total export sales revenue in 2024, and we expect our sales to these countries to remain important in the future. In particular, the Steel Segment’s export sales to Asia (other than China and Japan) accounted for 23.2% of the Steel Segment’s total export sales revenue in 2024. Accordingly, adverse economic and financial developments in these countries may have an adverse effect on demand for our products. Unfavorable or uncertain economic and market conditions, which can be caused, among others, by difficulties in the financial sector, corporate, political or other scandals that may reduce confidence in the markets, declines in business confidence, increases in inflation, natural disasters or pandemics, outbreaks of hostilities or other geopolitical instability. Deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy, or a combination of these or other factors, have, in the past adversely affected, and may in the future adversely affect, demand for our products.

Economic weakness in Asia may also adversely affect our sales to the Korean companies that export to the region, especially companies in the construction, shipbuilding, automotive, electrical appliances and downstream steel processing industries. Weaker demand in these countries, combined with an increase in global production capacity, may also reduce export prices in U.S. dollar terms of our principal products sold to customers in Asia. For a discussion of production over-capacity in the global steel industry, see “— We operate in the highly competitive steel, trading, construction and energy industries, and our failure to successfully compete would adversely affect our market position and business.” 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 U.S. dollar and other major foreign currencies may have a material adverse effect on the results of our operations and on the price of the ADSs.

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2024, 62.8% of the Steel Segment’s total revenue was from overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recognized may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:

•	an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt;
•	an increase in Won terms in the costs of raw materials and equipment that we purchase from overseas sources and a substantial portion of our freight costs, which are denominated primarily in U.S. dollars; and
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•	foreign exchange translation losses on foreign currency-denominated liabilities, which lower our earnings for accounting purposes.
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Appreciation of the Won against major currencies, on the other hand, causes:

•	our export products to be less competitive by raising our prices in U.S. dollar, Yen and Yuan terms; and
•	a reduction in net sales and accounts receivables in Won from export sales, which are primarily denominated in U.S. dollars and to a lesser extent in Yen and Yuan.
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exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly POSCO International and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge some of our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future.

Fluctuations in the exchange rate between the Won and the U.S. dollar will also affect the U.S. dollar equivalent of the Won price of the shares of our common stock on the KOSPI Market and, as a result, will likely affect the market price of the ADSs. These fluctuations will also affect the U.S. dollar conversion by the depositary for the ADRs of cash dividends, if any, paid in Won on shares of common stock represented by the ADSs.

We are dependent on imported raw materials, and significant increases in market prices of essential raw materials could adversely affect our margins and profits.

We purchase substantially all of the principal raw materials we use from sources outside Korea, including iron ore and coal. POSCO imported approximately 49 million dry metric tons of iron ore and 26 million wet metric tons of coal in 2024. Iron ore is imported primarily from Australia, Brazil and Canada. Coal is imported primarily from Australia, Canada and Indonesia. Although we have not experienced significant unanticipated supply disruptions in the past, supply disruptions, which could be caused by political or other events in the countries from which we import these materials, could adversely affect our operations. In addition, we are particularly exposed to increases in the prices of coal, iron ore and nickel, which represent the largest components of our cost of goods sold. The prices of our key raw materials have fluctuated significantly in recent years. For example, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) was US$120 in 2022, US$120 in 2023 and US$109 in 2024. The average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) was US$364 in 2022, US$296 in 2023 and US$240 in 2024. Such fluctuations in the price of coal in recent years was in large part attributable to sanctions imposed on Russia, a large exporter of coal, following its invasion of Ukraine in February 2022.

Our long-term supply contracts generally have terms of three to ten years and provide for periodic price adjustments to the then-market prices. We typically adjust the prices on a quarterly basis and maintain approximately one month of inventory of raw materials. Such price adjustments are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. For both coal and iron ore, we typically agree on the purchase price with the suppliers primarily based on the spot market price periodically announced by Platts (Premium Low Vol Coking Coal, FOB Australia Index and Iron Ore 62% Fe, CFR China Index). As of December 31, 2024, 80 million tons of iron ore and 7 million tons of coal remained to be purchased under long-term supply contracts. Future increases in prices of our key raw materials and our inability to pass along such increases to our customers could adversely affect our margins and profits. Increased prices may also cause potential customers to defer purchase of steel products, while rapidly falling prices may increase loss on valuation of raw material inventory purchased when prices were higher, either of which could have an adverse effect on our business, financial condition and results of operations.

Expansion of our 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 steel, international trading, construction and energy 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 investment opportunities in regions that we believe offer promising growth prospects. We may enter into additional joint ventures with foreign companies that would enable us to rely on these businesses to conduct our operations, establish local networks and coordinate our sales and marketing efforts abroad. To the extent that we enter into these arrangements, our success will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us.

In other situations, we may decide to establish manufacturing facilities by ourselves instead of relying on partners. The demand and market acceptance for our products produced abroad are subject to a high level of uncertainty and are substantially dependent upon global market conditions. 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 operations abroad requires management attention and resources. In addition, we face additional risks associated with our expansion outside Korea, including:

•	changes in international and domestic political and economic conditions as well as social conditions;
•	challenges caused by distance, language, local business customs and cultural differences;
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•	local labor relation issues which could lead to significant work stoppages and labor unrest;
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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; and
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•	seasonal reductions in business activity during the summer months in some countries.
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We have limited insurance coverage and may incur significant losses resulting from operating hazards, product liability claims from customers or business interruptions.

The normal operation of our manufacturing facilities may be interrupted by accidents caused by operating hazards, power supply disruptions and equipment failures, as well as natural disasters. For example, we experienced significant losses related to flooding caused by Typhoon Hinnamnor in September 2022. See “— Earthquakes, tsunamis, floods, severe health epidemics (including the global COVID-19 pandemic and any possible occurrences of other types of widespread infectious diseases) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.” As with other industrial companies, our operations involve the use, handling, generation, processing, storage, transportation and disposal of hazardous materials, which may result in fires, explosions, spills and other unexpected or dangerous accidents causing property damage as well as personal injuries or death. We are also exposed to risks associated with product liability claims in the event that the use of the products we sell results in injury. We maintain property insurance for our property, plant and equipment that we believe to be consistent with market practice. However, we may not have adequate resources to satisfy a judgment in excess of our insurance coverage in the event of a successful claim against us. Any occurrence of accidents or other events affecting our operations could result in potentially significant monetary damages, diversion of resources, production disruption and delay in delivery of our products, which may have a material adverse effect on our business, financial condition and results of operations.

Impositions of anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs may have an adverse impact on our export sales.

Our subsidiaries sell a significant portion of their products outside Korea as well as engage in trading activities worldwide, and we are involved in trade remedy proceedings in markets worldwide. We actively participate in such proceedings to minimize any adverse effects and associated risks. While there has been an increase in the number of trade cases in recent years, and an increased focus on trade issues by government officials, such cases had been limited in scope relative to our global sales and operations. Through our trade affairs office, we continue to carefully monitor developments with respect to trade remedy policies, including anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs in all major markets in which we sell our products and seek to mitigate the related risks by adjusting supply and export arrangements as necessary and, where necessary, vigorously defend our rights. However, there can be no assurance that the free trade agreements between Korea and its major trading partners will not be amended or anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs will not be imposed on our sales of products abroad in the future. The occurrence of any such events, including those described below, may have a material adverse impact on our business, financial condition and results of operations.

In early 2025, the U.S. government took a number of measures to increase tariffs on imports, which measures initially targeted specific industries (including automobiles) and a small number of countries (including China, Mexico and Canada). In February 2025, the U.S. President signed proclamations to eliminate exemptions available to Korea and certain other countries and restore the 25% tariff on steel as well as elevate the tariff on aluminum to 25%, which measures became effective in March 2025. For a discussion of our export sales and overseas sales to customers in North America, which includes the United States and Canada, see “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment – Markets – Exports.” On April 4, 2025, the U.S. government additionally imposed a universal “reciprocal” tariff which applies to all imports from all of its trading partners (including those with free trade agreements with the United States), with a base rate of 10%. In addition, the U.S. government announced higher rates to be imposed on imports from certain enumerated countries (including Korea at 25%, Indonesia at 32% and Vietnam at 46%) on a country-by-country basis starting on April 9, 2025, subject to certain exceptions, which implementation has been paused for 90 days except on China. Between February 1, 2025 and April 9, 2025, the U.S. government also incrementally increased tariffs on goods from China to 145%. In response to such actions of the U.S. government, certain countries have announced plans to implement, or have already implemented, retaliatory tariffs on U.S. goods, including China’s tariff of 125%. While our direct exports to customers in the United States are relatively small, such tariffs may have a material adverse effect on our downstream customers that manufacture finished products using our products in countries subject to such tariffs and export those products to the United States. If tariffs on the products manufactured by our downstream customers increase, the resulting price increases may reduce consumer demand for such products in the United States, which may in turn adversely affect the demand for our products.

Historically, tariffs have led to increased trade and political tensions. In response to the recent tariffs imposed by the U.S. government, various countries have implemented, or have announced plans to implement, retaliatory tariffs on goods produced in the United States. Political tensions as a result of trade policies could reduce trade volume, investment, technological exchange and other economic activities between major international economies, resulting in a material adverse effect on global economic conditions and the stability of global financial markets. If further tariffs are imposed on a broader range of our exports, or if further retaliatory trade measures are taken by impacted foreign countries in response to additional tariffs, we may be required to adjust our prices or incur additional expenses, which may have a material adverse impact on our business, financial condition and results of operations.

Our secondary battery materials business is affected by market conditions in the highly cyclical rechargeable battery industry, and the key customers of such business are substantially affected by government incentives. Significant decrease in such incentives would likely have a material adverse effect on our secondary battery materials business.

POSCO Future M engages in the manufacturing and sale of anode and cathode materials, which are two of the main components of rechargeable batteries. In addition, we engage in natural resources development and production of lithium hydroxide and lithium carbonate. We sell our secondary battery materials primarily to electric vehicle battery manufacturers in Korea and abroad. Accordingly, our secondary battery materials business is affected by market conditions in the highly cyclical rechargeable battery industry. The industry’s cyclicality results primarily from fluctuations in demand for the end products that use rechargeable batteries, particularly from the electric vehicle industry, which are sensitive to general conditions in the global economy and the level of incentives provided to the purchasers of electric vehicles.

Key customers of our secondary battery materials business are also impacted by certain government incentives, including in the form of grants, subsidies or tax credits. For example, in August 2022, the United States enacted the Inflation Reduction Act (the “IRA”), which, among others, provides tax benefits to manufacturers of rechargeable batteries that (i) have a certain percentage of their critical minerals extracted or processed in the United States or in a country with a free-trade agreement with the United States, (ii) are manufactured or assembled in North America and (iii) do not contain components manufactured or assembled by a foreign country of concern, including China. Beginning in 2024, the IRA mandates that at least 50% of the value of certain critical minerals in an electric vehicle’s battery be sourced and processed in the United States or a trade partner country, increasing by 10% annually through 2027. Partly in response to such act, we have secured key raw materials from countries that are not restricted under the IRA, including Australia and Argentina. See “Item 4. Information on the Company — Item 4.B. Business Overview — Secondary Battery Materials Segment — Investments in Lithium Hydroxide and Lithium Carbonate Production Projects.” In January 2025, the U.S. President issued an executive order suspending all funding disbursements pursuant to the IRA, the effects of which are currently unclear. Although our battery materials are used in products that currently meet the requirements of the IRA, there can be no assurance that the IRA will not be further amended or terminated, or that such products will continue to meet its requirements in the future. In addition, the products produced by our customers could fail to meet the requirements of the IRA, which in turn may indirectly have an adverse effect on our sales. Any such event may have a material adverse effect on the business, results of operations and financial condition of the Secondary Battery Materials Segment and us.

An actual or anticipated deterioration in market conditions may result in a decline in demand for our secondary battery materials that may have a negative impact on the prices at which they can be sold. In such a case, we will likely face pressure to reduce prices and may need to rationalize our production capacity and reduce fixed costs. In addition, there can be no assurance that the IRA or other similar government measures will not be terminated or further amended to reduce the incentives provided to our key customers. A decrease, expiration or termination of such incentives could, if significant, have a material adverse effect on the key customers of our secondary battery materials business, which in turn may decrease demand for our products. The occurrence of any such events may have a material adverse impact on the business, results of operations and financial condition of the Secondary Battery Materials Segment.

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

As part of our efforts to diversify our operations, we carefully seek out promising overseas natural resources exploration, development and production opportunities. We also participate in natural resources projects as part of consortia or through acquisitions of minority interests. We may also

selectively acquire or invest in companies or businesses that engage in such activities. To the extent that we enter into these arrangements, our success in these endeavors will depend in part on the willingness of our partner companies to dedicate sufficient resources to their partnership with us, as well as our ability to finance such investments.

The demand and market acceptance for such activities abroad are subject to a substantially higher level of uncertainty than our traditional steel business and are substantially dependent upon the market condition of the global natural resources industry as well as the political and social environment of the target countries. The performance of projects in which we participate may be adversely affected by the occurrence of military hostility, political unrest, acts of terrorism, natural disaster or fire. For example, in connection with our 22.1% investment in NCR LLC in the United States, we recognized an impairment loss of Won 220 billion in 2024 related to a mine fire. In addition, some of our current exploration, development and production projects involve drilling exploratory wells on properties with no proven amount of natural resource reserves. Although all drilling, whether developmental or exploratory, involves risks, exploratory drilling involves greater risks of dry holes or failure to find commercial quantities of natural resources. Other risks to which such activities are subject include obtaining required regulatory approvals and licenses, securing and maintaining adequate property rights to land and natural resources, and managing local opposition to project development. A decrease in the market price of raw materials may also adversely impact the value of our investments related to natural resources projects, potentially resulting in impairment losses. We have limited experience in this industry, and we cannot assure you that our overseas natural resources exploration, development and production projects will be profitable, that we will be able to meet the financing requirements for such projects, or that we can recoup the costs related to such investments, which in turn could materially and adversely affect our business, financial condition and results of operations.

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

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

In addition, our consortium partners may:

•	have economic or business interests or goals that are inconsistent with ours;
•	take actions contrary to our instructions, requests, policies or objectives;
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•	be unable or unwilling to fulfill their obligations;
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•	have financial difficulties; or
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•	have disputes with us as to their rights, responsibilities and obligations.
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Any of these and other factors may have a material adverse effect on the performance of our joint projects and expose us to a number of risks, including the risk that the partners may be incapable of providing the required financial support to the partnerships and the risk that the partners may not be able to fulfill their other obligations, resulting in disputes not only between our partners and us, but also

between the joint ventures and their customers. Such a material adverse effect on the performance of our joint projects may in turn materially and adversely affect our business, results of operations and financial condition.

Earthquakes, tsunamis, floods, severe health epidemics (including the global COVID-19 pandemic and any possible occurrences of other types of widespread infectious diseases) and other natural calamities could materially and adversely affect our business, results of operations or financial condition.

If earthquakes, tsunamis, floods, severe health epidemics or any other natural calamities were to occur in the future in any area where any of our assets, suppliers or customers are located, our business, results of operations or financial condition could be adversely affected. For example, Typhoon Hinnamnor, a powerful tropical cyclone that landed in South Gyeongsang Province, Korea on September 5, 2022, caused substantial flooding and property damage in cities located near the coastline, including Pohang. The typhoon caused electricity blackouts and flooded some of the Pohang Works’ facilities located adjacent to Youngil Bay on the southeastern coast of Korea, causing disruptions to our downstream production activities, which adversely impacted our sales in the fourth quarter of 2022 following the flood.

A number of suppliers of our raw materials and customers of our products are also located in countries that have historically suffered natural calamities from time to time, such as Australia, China and Japan, as well as Korea. Any occurrence of such natural calamities in countries where our suppliers are located may lead to shortages or delays in the supply of raw materials. In addition, natural calamities in areas where our customers are located, including China, Southeast Asia, Japan, Europe, North America and Korea, may cause disruptions in their businesses, which in turn could adversely impact their demand for our products.

Furthermore, COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2, was declared a “pandemic” by the World Health Organization in March 2020. The global outbreak of COVID-19 had led to global economic and financial disruptions and had adversely affected our business operations.

Risks associated with COVID-19 or other types of widespread infectious diseases include:

•	an increase in unemployment among, and/or decrease in disposable income of, consumers who purchase the products manufactured by our customers and a decline in overall consumer confidence and spending levels, which in turn may decrease demand for our products;
•	disruption in the normal operations of the businesses of our customers, which in turn may decrease demand for our products;
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•	disruption in supply of raw materials from our suppliers and vendors;
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•	disruption in delivery of our products to our customers;
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•	disruption in the normal operations of our business resulting from contraction of infectious diseases by our employees or quarantine measures imposed by governments, which may necessitate our employees to be quarantined and/or our manufacturing facilities or offices to be temporarily shut down;
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•	disruption resulting from the necessity for social distancing, including implementation of temporary adjustment of work arrangements requiring employees to work remotely, which may lead to a reduction in labor productivity (for example, from time to time, we implemented staggered remote working arrangements for our employees at our headquarters);
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•	depreciation of the Won against major foreign currencies, which in turn may increase the cost of imported raw materials;
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•	unstable global and Korean financial markets, which may adversely affect our ability to meet our funding needs on a timely and cost-effective basis; and
•	impairments in the fair value of our investments in companies that may be adversely affected by the pandemic.
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In the event that a future recurrence of COVID-19 or an occurrence of other types of widespread infectious diseases cannot be effectively and timely contained, our business, financial condition and results of operations may be materially and adversely affected.

The Korean electric power industry is heavily regulated by the Government, whose policies may have a material adverse impact on POSCO International’s power generation business.

The Korean electric power industry is heavily regulated by the Government, which seeks to ensure balanced overall electricity supply and demand in Korea at affordable rates to end users while taking into consideration various other factors, including economic conditions, national standard of living, long-term energy supply and demand plans and seasonality. To achieve such objectives, the Government has, from time to time, adopted various policy initiatives to foster efficiency in the Korean electric power industry, and has also adopted policy measures that affect electricity tariff rates in order to ease the burden on certain consumers. In addition, these policy initiatives have not always been fully implemented as originally planned and in some cases have been amended or replaced by new initiatives, among others, due to economic or policy considerations or a change in administration. No assurance can be provided that such policies, as well as changes therein, will not have a material adverse effect on POSCO International’s power generation business, results of operations or financial condition.

Cyclical fluctuations based on macroeconomic factors may adversely affect POSCO E&C’s business and performance.

We engage in engineering and construction activities through POSCO E&C. The Construction Segment of our Infrastructure Business 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. From time to time, the construction industry has experienced significant and sometimes prolonged downturns, and our construction revenues have fluctuated in the past depending on the level of public and private sector construction activities in Korea and abroad. In addition, the performance of POSCO E&C’s domestic residential property business is highly dependent on the general condition of the real estate market in Korea. The overall prospects for Korean construction companies remain uncertain, and a prolonged general downturn in the construction market resulting in weaker demand may adversely affect our business, results of operations or financial condition.

Many of POSCO E&C’s domestic and overseas construction projects are on a fixed-price basis, which could result in losses for us in the event that unforeseen additional expenses arise with respect to the project.

Many of POSCO E&C’s domestic and overseas construction projects are carried out on a fixed-price basis according to a predetermined timetable, pursuant to the terms of a fixed-price contract. Under such fixed-price contracts, POSCO E&C retains all cost savings on completed contracts but is also liable for the full amount of all cost overruns and may be required to pay damages for late delivery. The pricing of fixed-price contracts is crucial to POSCO E&C’s profitability, as is its ability to quantify risks to be borne by it and to provide for contingencies in the contract accordingly.

POSCO E&C attempts to anticipate costs of labor, raw materials, parts and components in its bids on fixed-price contracts. However, the costs incurred and gross profits realized on a fixed-price contract may vary from its estimates due to factors such as:

•	unanticipated variations in labor and equipment productivity over the term of a contract;
•	unanticipated increases in labor, raw material, parts and components, subcontracting and overhead costs, including as a result of bad weather;
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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 POSCO E&C, and its profit from the project will be correspondingly reduced or eliminated. If POSCO E&C experiences significant unforeseen additional expenses with respect to its fixed price projects, it may incur losses on such projects, which could have a material adverse effect on its financial condition and results of operations.

We may not succeed in implementing our strategy to take advantage of, or fail to realize the anticipated benefits of, our holding company structure and diversification strategy.

We became a holding company on March 2, 2022, and one of our principal strategies is to take advantage of our holding company structure to invest in promising businesses. In part to prepare for the eventual maturation of the Korean steel market, we have made investments in the past decade to secure new growth engines by diversifying into new businesses related to our steel operations that we believe will offer greater potential returns, as well as entering into new businesses not related to our steel operations such as production of cathode and anode materials for rechargeable batteries, development and production of natural resources (particularly for lithium and nickel used in production of rechargeable batteries), hydrogen-related businesses, energy solutions (particularly liquefied natural gas (“LNG”) trading), innovative architectural works and infrastructure projects, and agricultural trading. From time to time, we may selectively acquire or invest in companies to pursue such diversification strategy. The implementation of this strategy may require additional investments of capital, infrastructure, human resources and management attention. This strategy entails certain risks, including the possibility that we may face significant competition from other holding companies and operating companies in particular segments. If our strategy does not succeed, we may incur losses on our investments and our results of operations and financial condition may suffer.

In order to streamline our diversification efforts, we are currently exploring avenues to divest from non-core underperforming projects and assets. As of December 31, 2024, we have divested from 45 non-core underperforming projects and assets. Although we will continue to streamline such non-core underperforming projects and assets, any potential transaction is dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interests of third-parties and the availability of financing to potential buyers on reasonable terms. Furthermore, there can be no assurance that we will be able to consummate any such transaction on acceptable terms or at all. Our failure to successfully divest from non-core underperforming projects and assets or to reinvest the proceeds of any such divestment, each on acceptable terms, may have a material adverse effect on our financial condition and results of operations.

Furthermore, our success under a holding company structure depends on our ability to realize the anticipated synergies, growth opportunities and cost savings from coordinating the businesses of our various subsidiaries. Although we may integrate certain aspects of our subsidiaries’ operations into our holding company structure, our subsidiaries will generally continue to operate as independent entities with separate management and staff, and our ability to direct our subsidiaries’ day-to-day operations may be limited.

We may continue to increase our equity interest in our subsidiaries or investees and may also consider acquiring or merging with other companies to achieve more balanced growth and further diversify our revenue base. The integration of our new subsidiaries’ or investees’ separate businesses and operations, as well as those of any companies we may acquire or merge with in the future, under our holding company structure could require a significant amount of time, financial resources and management attention. Moreover, that process could disrupt our operations, reduce employee morale, produce unintended inconsistencies in our standards, controls, procedures or policies, and affect our relationships with customers and our ability to retain key personnel. The realization of the anticipated benefits of our holding company structure and any mergers or acquisitions we decide to pursue may be blocked, delayed or reduced as a result of many factors, some of which may be outside our control. These factors include:

•	unforeseen contingent risks, including lack of required capital resources or increased tax liabilities, relating to our holding company structure;
•	difficulties in integrating the diverse activities and operations of our subsidiaries or investees or any companies we may merge with or acquire;
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•	unforeseen contingent risks or latent liabilities relating to the acquisition that may become apparent in the future;
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•	difficulties in managing a larger business;
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•	unexpected business disruptions;
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•	loss of key management personnel or customers; and
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•	labor unrest.
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Accordingly, we may not be able to realize the anticipated benefits of our holding company structure, and our business, results of operations and financial condition may suffer as a result.

We depend on limited forms of funding to fund our operations at the holding company level.

We are a holding company with no significant assets other than the shares of our subsidiaries. We expect our primary sources of funding and liquidity to be dividends from our subsidiaries, direct borrowings and issuances of equity or debt securities at the holding company level. Our ability to meet our obligations to our direct creditors and employees and our other liquidity needs and regulatory requirements at the holding company level depends on timely and adequate distributions from our subsidiaries and our ability to sell our securities or obtain credit from our lenders.

The ability of our subsidiaries to pay dividends to us depends on their financial condition and operating results. In the future, our subsidiaries may enter into agreements, such as credit agreements with lenders, that impose restrictions on their ability to make distributions to us, and the terms of future obligations and the operation of Korean law could prevent our subsidiaries from making sufficient distributions to us to allow us to make payments on our outstanding obligations. See “— As a holding company, we depend on receiving dividends from our subsidiaries to pay dividends on our common shares.” Any delay in receipt of or shortfall in payments to us from our subsidiaries could result in our inability to meet our liquidity needs, and may disrupt our operations at the holding company level.

In addition, creditors of our subsidiaries will generally have claims that are prior to any claims of our creditors with respect to their assets. Furthermore, our inability to sell our securities or obtain funds from our lenders on favorable terms, or at all, could also result in our inability to meet our liquidity needs and may disrupt our operations at the holding company level.

As a holding company, we depend on receiving dividends from our subsidiaries to pay dividends on our common shares.

Since our principal assets at the holding company level are the shares of our subsidiaries, our ability to pay dividends on our common shares largely depends on dividend payments from those subsidiaries. Those dividend payments are subject to the Korean Commercial Code and regulatory limitations, generally based on capital levels and retained earnings. For example, under the Korean Commercial Code, dividends may only be paid out of distributable income, an amount which is calculated by subtracting the aggregate amount of a company’s paid-in capital and certain mandatory legal reserves as well as certain unrealized profits from its net assets, in each case as of the end of the prior fiscal period.

Our subsidiaries may not continue to meet the applicable legal and regulatory requirements for the payment of dividends in the future. If they fail to do so, they may stop paying or reduce the amount of the dividends they pay to us, which would have an adverse effect on our ability to pay dividends on our common shares.

POSCO HOLDINGS INC. and POSCO remain jointly and severally liable for each other’s liabilities existing prior to the spin-off.

On March 1, 2022, we spun off our domestic steel production and sales business (through a vertical spin-off in accordance with Articles 530-2 through 530-12 of the Korean Commercial Code) to establish a wholly-owned subsidiary, and we converted into a holding company within the meaning of the Monopoly Regulation and Fair Trade Act (the “Spin-off”). The registration of the Spin-off occurred on March 2, 2022. As part of the Spin-off, we amended our name from POSCO to POSCO HOLDINGS INC., and the newly created wholly-owned subsidiary was named POSCO.

Under the relevant provisions of the Commercial Act of Korea relating to spin-offs, both the operating company and the holding company remain jointly and severally liable after the corporate spin-off for all of their liabilities existing prior to the corporate spin-off unless such joint and several liability has been successfully eliminated through a special resolution adopted at a general meeting of shareholders of the splitting company and consents of creditors of the affected debt, including consent by resolutions at bondholders’ meetings, which resolutions are approved by the court. POSCO HOLDINGS INC. and POSCO remain jointly and severally liable for each other’s debts and other liabilities that existed prior to March 1, 2022 that currently remain outstanding. POSCO is the successor-in-title to all the assets and liabilities and rights and obligations that were related to the domestic steel production and sales business transferred in the Spin-off, as well as all authorized licenses, employment relations, contracts and lawsuits that were directly related to such business, and POSCO HOLDINGS INC. remains jointly and severally liable for such liabilities. The remaining assets and liabilities and rights and obligations related to other business areas remain with POSCO HOLDINGS INC., and POSCO is jointly and severally liable for such liabilities. Defaults by POSCO of such liabilities, if significant, could have a material adverse effect on our results of operations and financial condition.

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.

Furthermore, heightened global awareness and international and national commitments to reduce greenhouse gas emissions and counteract climate change (including increased activism by non-governmental and political organizations campaigning against fossil fuel extractions) may lead to increased costs for us. Investor preferences and sentiments are also influenced by environmental, social and corporate governance considerations including climate change and the transition to a lower carbon economy. Changes in such preferences and sentiment, including increased scrutiny from market participants, environmental organizations or the press, as well as compliance with such new and more stringent environmental obligations relating to greenhouse gas emissions may require additional capital expenditures or modifications in operating practices, as well as additional reporting obligations. In addition, we may also be subject to pressure and legal actions from environmental activists. For example, in February 2025, a group of ten individuals filed a lawsuit at the Daegu District Court against POSCO seeking an injunction to stop the refurbishment of the No. 2 blast furnace at Gwangyang Works alleging that such refurbishment violates their right to a healthy environment. POSCO intends to vigorously defend against such lawsuit.

We are subject to safety regulations, and our operations could expose us to substantial liabilities.

The Serious Accident Punishment Act (the “SAPA”) was enacted on January 26, 2021 and took effect on January 27, 2022. The SAPA imposes criminal liability on individuals and entities responsible for “serious accidents.” Under SAPA, the term “serious accident” encompasses not only accidents at industrial sites, such as factories or construction sites, but also “public” disasters caused by defects in the design, manufacture, installation and management of products, product ingredients or public facilities or transportation. The SAPA imposes criminal liability against (i) business owners or executives (as defined by the law) who fail to ensure the safety of their business operations and (ii) businesses or institutions that fail their supervisory duties. In case of willful misconduct or gross negligence, the SAPA also imposes punitive damages of up to five times the actual damages. Our operational activities involve inherent risks that may result in accidents involving serious injury or loss of life, environmental damage or property damage. Even though we plan to prioritize on-site safety management by engaging in communications with different stakeholders and investing more in safe environment, there is no guarantee that there will not be accidents due to our inherent operating risks. Although we have analyzed the potential impacts of the SAPA on us and aligned our policies, internal regulations and manuals in preparation for the implement of the SAPA, there is no guarantee that the SAPA would not adversely affect our business, financial condition and results of operations.

Under the SAPA, businesses may avoid punishment if it is found that they duly performed their duties to ensure the safety and health of the participants in their business operations. However, we cannot assure you that, despite all precautionary and preventative measures undertaken by us, these measures will prove to be fully effective at all times or that an incident that could cause harm to our reputation and operation will not happen in the future, including due to factors beyond our control.

Significant breaches of information security could lead to legal and financial exposure, damage to our reputation and a loss of confidence by our customers.

Our business relies heavily on mission-critical, complex and interdependent information technology systems that support our business processes. It involves the storage and transmission of confidential information relating to us as well as our customers and suppliers. Any significant breach in

our information security could expose us to a risk of loss, improper use or disclosure of such information, and could give rise to significant liability or litigation, any of which could harm our reputation and adversely affect our business.

We believe that there has been no instance of a material breach in our information security to date that resulted in significant disruption of our operations and had a significant adverse effect on our operational results, or on third parties, including our customers and suppliers. However, there can be no assurance that we will be able to continue to prevent security incidents or other breaches in our information security from having a material adverse effect on our business, results of operations, financial viability or reputation. In addition, our information security measures may fail due to external and internal security threats, outages, malicious intrusions and attacks, programming or human errors and malfeasance, or other similar events.

Instituting appropriate access controls and safeguards across our information technology infrastructure is challenging. For a discussion of our cybersecurity risk management and strategy, see “Item 16.K. Cybersecurity.” Furthermore, outside parties may attempt to fraudulently induce employees to divulge sensitive information to gain access to our data or our customers’ data or access credentials. Because the techniques used to obtain unauthorized access, disable or degrade services or sabotage systems change frequently and often are not recognized until attacks are launched against a target, we may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of our cybersecurity occurs or the market perception of the effectiveness of our information security measures is compromised, this may lead to significant legal and financial exposure, including legal claims and regulatory fines and penalties, reputational harm and a loss of confidence of our customers, which could have an adverse effect on our business, financial condition and results of operations.

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, automotive steel manufacturing technology and high-manganese steel manufacturing technology, 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 take 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.

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

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

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

Labor laws and a recent Supreme Court decision on contract-based workers dispatched by third-party contractors could restrict flexibility in our labor management and result in an increase in our labor-related costs.

In July 2022, the Supreme Court of Korea held that 59 workers employed by our third-party contractors and dispatched to our production facilities who brought a claim under the Dispatched Worker Protection Act (“DWPA”) of Korea were in a direct employment relationship with us. The DWPA limits the maximum period that a worker may be dispatched to a company to two years. Under the DWPA, worker dispatch exceeding such period may result in a company’s obligation to directly hire such dispatched workers in certain situations, including where such workers were directly supervised by the company rather than the third-party contractor. Pursuant to such judgment, we hired 55 of such workers that met our working age criteria as our full-time direct employees. In October 2022, all 59 original plaintiffs collectively filed a complaint at the Gwangju District Court claiming an aggregate amount of Won 3.0 billion as unpaid wages for the three-year period that they should have been recognized as our full-time direct employees. The lawsuit is still in progress, and we intend to vigorously defend against such lawsuit.

In addition to the decision rendered by the Supreme Court in July 2022, 18 lawsuits brought by a total of approximately 3,036 workers employed by our third-party contractors who worked at our production facilities related to such workers’ employment status with us remain pending as of March 24, 2025. Many of these cases also seek unpaid wages for the period they claim should have been recognized as our full-time direct employees. Twelve of such 18 lawsuits remain pending at the district courts. With respect to the first of the six remaining lawsuits, which involves eight workers, the district court ruled in our favor but the appellate court ruled against us. We appealed the decision in February 2022, which remains pending at the Supreme Court. With respect to the second of the six remaining lawsuits, which involves 215 workers, both the district court and the appellate court ruled

against us. We appealed the appellate court’s decision in February 2022, which remains pending at the Supreme Court. With respect to the four remaining lawsuits, which involve 470 workers, the district courts ruled against us. We appealed the district courts’ decisions in 2024, which remain pending at the appellate court. We intend to vigorously defend against such lawsuits.

We cannot provide any assurance that there will not be additional lawsuits related to the employment status of workers employed by our third-party contractors who worked at our production facilities, and we have not made any provisions related to any of the pending proceedings. The application of the applicable labor law will be based on the specific facts of the cases, and the general applicability of the July 2022 Supreme Court ruling cannot be determined with certainty at this time. However, if similar judgments were to be rendered against us, they could restrict our ability to manage our labor force flexibly and significantly increase our labor-related costs, which in turn may have a material adverse effect on our results of operations.

We may be exposed to potential claims for unpaid wages and become subject to additional labor costs arising from the Supreme Court of Korea’s interpretation of ordinary wages.

Under the Labor Standards Act, an employee’s “ordinary wage” is used as the basis for calculating various statutory benefits. In December 2013, the Supreme Court of Korea ruled that regularly paid bonuses, including those that are paid other than on a monthly basis, are included in the scope of employees’ ordinary wages if these bonuses are paid (i) “regularly,” (ii) “uniformly” and (iii) on a “fixed basis,” notwithstanding differential amounts based on seniority. However, in December 2024, the Supreme Court of Korea reversed its prior ruling and excluded “fixed basis” from the attributes of ordinary wage and redefined the concept and judgment criteria of what constitutes ordinary wage. According to the Supreme Court of Korea’s decision in December 2024, a wage determined to be paid regularly and uniformly in exchange for prescribed work constitutes ordinary wage regardless of the existence or fulfillment of conditions attached to it. According to such decision, wages based on tenure or on the number of working days are recognized as ordinary wages, but performance wages paid according to work performance are not recognized as ordinary wages in principle. In order to minimize confusion resulting from this change, the Supreme Court of Korea also ruled that the revised legal principle will apply to ordinary wage calculations starting from the date of the ruling, which is December 19, 2024.

Under this decision, any provision of a collective bargaining agreement or other agreements that attempt to exclude such regular bonuses from employees’ ordinary wages will be deemed void for violation of the mandatory provisions of Korean law.

The Ministry of Employment and Labor subsequently revised the ‘Guidelines for Labor-Management Guidance on Ordinary Wage’ in February 2025 (the “Guidelines”). The new legal principle on ordinary wages is effective for ordinary wage calculations starting from December 19, 2024. While we are currently assessing the impact of the Supreme Court of Korea’s decision and the Guidelines on our regular bonuses paid in the past, if we are nonetheless determined to have underpaid employees by under-calculating their ordinary wages over the past three years or in the future, we may be liable for additional payments reflecting the expanded scope of employees’ ordinary wages. Any such additional payments may have an adverse effect on our financial condition and results of operations.

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

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years

stemming from North Korea’s nuclear weapon, ballistic missile and satellite programs as well as its hostile military actions against Korea. Some of the significant incidents in recent years include the following:

•	North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs, and warheads that can be mounted on ballistic missiles. Over the years, North Korea has also conducted a series of ballistic missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. North Korea has increased the frequency of such activities since the beginning of 2022, firing numerous ballistic missiles, including intercontinental ballistic missiles, and in November 2023, successfully launched its first spy satellite. In response, the Government has repeatedly condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions. In February 2016, the Government also closed the inter-Korea Gaeseong Industrial Complex in response to North Korea’s fourth nuclear test in January 2016. Internationally, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.
•	In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than 100 artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Government condemned North Korea for the attack and vowed stern retaliation should there be further provocation.
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North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs, and warheads that can be mounted on ballistic missiles. Over the years, North Korea has also conducted a series of ballistic missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. North Korea has increased the frequency of such activities since the beginning of 2022, firing numerous ballistic missiles, including intercontinental ballistic missiles, and in November 2023, successfully launched its first spy satellite. In response, the Government has repeatedly condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions. In February 2016, the Government also closed the inter-Korea Gaeseong Industrial Complex in response to North Korea’s fourth nuclear test in January 2016. Internationally, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.

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In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than 100 artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Government condemned North Korea for the attack and vowed stern retaliation should there be further provocation.

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North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Although bilateral summit meetings between Korea and North Korea were held in April, May and September 2018 and between North Korea and the United States in June 2018, February 2019 and June 2019, there can be no assurance that the level of tensions affecting the Korean peninsula will not escalate in the future. Any increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea or between the United States and North Korea break down or military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations and the market value of our common shares and ADSs.

If you surrender your ADRs to withdraw shares of our common stock, you may not be allowed to deposit the shares again to obtain ADRs.

Under the deposit agreement, holders of shares of our common stock may deposit those shares with the ADR depositary’s custodian in Korea and obtain ADRs, and holders of ADRs may surrender ADRs to the ADR depositary and receive shares of our common stock. However, under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit that exceeds the difference between (i) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (ii) the number of shares on deposit with the depositary bank at the time of such proposed deposit. It is possible that we may not give the consent. As a result, if you surrender ADRs and withdraw shares of common stock, you may not be able to deposit the shares again to obtain ADRs. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”

You may not be able to exercise preemptive rights for additional shares of common stock and may suffer dilution of your equity interest in us.

The Commercial Code and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we issue new shares to persons other than our shareholders (See “Item 10.B. Memorandum and Articles of Association — Preemptive Rights and Issuance of Additional Shares”), a holder of our ADSs will experience dilution of such holding. If none of these exceptions is available, we will be required to grant preemptive rights when issuing additional common shares under Korean law. Under the deposit agreement governing the ADSs, if we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the ADR depositary, after consultation with us, may make the rights available to you or use reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The ADR depositary, however, is not required to make available to you any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

•	a registration statement filed by us under the Securities Act is in effect with respect to those shares; or
•	the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act.
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We are under no obligation to file any registration statement under the Securities Act to enable you to exercise preemptive rights in respect of the common shares underlying the ADSs, and we cannot assure you that any registration statement would be filed or that an exemption from the registration requirement under the Securities Act would be available. Accordingly, if a registration statement is required for you to exercise preemptive rights but is not filed by us, you will not be able to exercise your preemptive rights for additional shares and may suffer dilution of your equity interest in us.

U.S. investors may have difficulty enforcing civil liabilities against us and our directors and senior management.

We are incorporated in Korea with our principal executive offices located in Seoul. The majority of our directors and senior management are residents of jurisdictions outside the United States, and the majority of our assets and the assets of such persons are located outside the United States. As a result, U.S. investors may find it difficult to effect service of process within the United States upon us or such persons or to enforce outside the United States judgments obtained against us or such persons in U.S. courts, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or such persons in courts in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for a U.S. investor to bring an action in a Korean court predicated upon the civil liability provisions of the U.S. federal securities laws against our directors and senior management and non-U.S. experts named in this annual report.

We engage in activities relating to countries targeted by United States, European Union and United Kingdom economic sanctions.

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

(currently Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea regions of Ukraine), as well as parties that are subject to, or majority owned by one or more parties subject to, so-called blocking sanctions. U.S. persons are also generally prohibited from facilitating such activities or transactions. Similarly, the European Union enforces certain laws and regulations (“E.U. Sanctions”) that impose restrictions on nationals of E.U. member states, persons located within E.U. member states, entities incorporated or constituted under the law of an E.U. member state, or business conducted in whole or in part in E.U. member states with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of E.U. Sanctions. E.U. persons are also generally prohibited from activities that promote such activities or transactions. The United Kingdom also enforces certain laws and regulations (“UK Sanctions”) that impose restrictions upon UK persons or otherwise within UK jurisdiction with respect to activities or transactions with parties that are the subject of UK Sanctions. In light of recent international developments, particularly the ongoing war in Ukraine, the United States, European Union, United Kingdom and other jurisdictions have imposed enhanced sanctions targeting Russia.

We and our subsidiaries engage in limited business activities in Russia. In particular, we purchase raw materials from non-Russian third parties that are sourced from mines in Russia. We believe that such activities do not involve any U.S. goods or services and otherwise do not implicate or violate U.S. Sanctions, E.U. Sanctions or UK Sanctions. To our knowledge, none of our business in Russia involves parties subject to U.S. Sanctions. Our activities in Russia accounted for 0.03% of our consolidated revenue in 2022, 0.03% in 2023. We did not recognize any revenue from business operations in Russia in 2024. In addition, we did not recognize any revenue from business operations in Iran in 2022, 2023 and 2024, and we currently do not have any plans to engage in business operations in Iran in the foreseeable future, other than collecting outstanding receivables.

POSCO Steeleon Co., Ltd. (“POSCO Steeleon”), a subsidiary of POSCO, holds a 70% interest in Myanmar POSCO C&C Co., Ltd. (“Myanmar POSCO C&C”), a joint venture with Myanmar Economic Holdings Public Company Limited (“MEHL”). MEHL was designated for U.S. Sanctions on March 25, 2021. Myanmar POSCO C&C engages in the production and sale of coated steel roofing sheets in Myanmar, and its sales accounted for 0.02% of our consolidated revenue in 2022, 0.03% in 2023 and 0.05% in 2024. POSCO Steeleon is monitoring changes in Myanmar’s business environment and assessing its shareholding arrangement. U.S. Sanctions that apply to MEHL do not apply to us, POSCO, POSCO Steeleon or Myanmar POSCO C&C.

POSCO International holds a 51.0% interest in a gas field project in Myanmar. Myanmar Oil and Gas Enterprise (“MOGE”) holds a 15.0% interest in the project and the remaining interests are held by non-sanctioned persons. On February 21, 2022, MOGE was designated for E.U. Sanctions, and certain managers of MOGE have been subsequently designated for U.S. Sanctions. Such sanctions do not extend to POSCO International, POSCO or, to our knowledge, the gas field project. On October 31, 2023, OFAC issued Burma-related Directive 1 under Executive Order 14014, which prohibits U.S. persons from providing, exporting or re-exporting, directly or indirectly, financial services to, or for the benefit of, MOGE, regardless of the currency in which any prohibited transaction is denominated. POSCO International is operating the Myanmar gas field project in compliance with such directive. Our revenue recognized from the gas field project accounted for 1.10% of our consolidated revenue in 2022, 0.80% in 2023 and 0.83% in 2024.

We expect to continue to engage in business activities and make investments in countries or territories on which comprehensive U.S. Sanctions have been imposed and also plan to continue to engage in business in Russia. Although we believe that U.S. Sanctions, E.U. Sanctions and UK Sanctions under their current terms are not applicable to our current activities, the relevant authorities may take a different view, our reputation may be adversely affected, and some of our investors may be required to divest their investments in us, including under the laws of certain U.S. states or under internal investment policies or may decide for reputational reasons to divest such investments. We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension

funds, to adopt or consider adopting laws, regulations or policies prohibiting transactions with or investment in, or requiring divestment from, entities doing business with countries identified as state sponsors of terrorism. There can be no assurance that the foregoing will not occur, that sanctions regimes around the world will not change in a way that impacts our business, or that such occurrences will not have a material adverse effect on the value of our securities.

U.S. investors could be subject to adverse U.S. federal income tax consequences if we are treated as a passive foreign investment company (“PFIC”) for any taxable year during which they hold our common stock of ADSs.

We will be classified as a PFIC for U.S. federal income tax purposes if, for any taxable year, either (i) 75 percent or more of our gross income for the taxable year is passive income or (ii) at least 50 percent of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income. The determination of whether we are a PFIC must be made annually based on the facts and circumstances at the relevant time, some of which may be beyond our control, including the valuation of our assets as implied by the market price for our common stock or ADSs. Accordingly, we could be classified as a PFIC in the current or a future taxable year, and that possibility may be increased significantly by market volatility or a decline in the price of our common stock or ADSs.

If we were to be classified as a PFIC in any taxable year during which a U.S. holder (as defined in “Item 10.E. Taxation — United States Taxation”) holds our common stock or ADSs, such U.S. holder could be subject to a special tax at ordinary income rates on “excess distributions,” including certain distributions by us and gain that the U.S. holder recognizes on the sale of our common stock or ADSs. The amount of income tax on any excess distributions would be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period the U.S. holder held the common stock or ADSs. See “Item 10.E. Taxation — United States Taxation — Shares of Common Stock and ADSs — Passive Foreign Investment Company Rules.”

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. These forward-looking statements include, but are not limited to, those statements using words such as “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “aim,” “plan,” “likely to,” “target,” “contemplate,” “predict,” “potential” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions generally intended to identify forward-looking statements. 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.

Item 4.

Information on the Company

Item 4.A.

History and Development of the Company

We were established by the Government on April 1, 1968, under the Commercial Code, to manufacture and distribute steel rolled products and plates in the domestic and overseas markets. The Government owned more than 70% of our equity until 1988, when the Government reduced its ownership of our common stock to 35% through a public offering and listing our shares on the KRX KOSPI Market. In December 1998, the Government sold all of our common stock it owned directly, and The Korea Development Bank completed the sale of our shares that it owned in September 2000. The Government no longer holds any direct interest in us, and our outstanding common stock is currently held by individuals and institutions. See “Item 7. Major Shareholders and Related Party Transactions — Item 7A. Major Stockholders.”

On March 1, 2022, we spun off our domestic steel production and sales business (through a vertical spin-off in accordance with Articles 530-2 through 530-12 of the Korean Commercial Code) to establish a wholly-owned subsidiary (POSCO), and we converted into a holding company (POSCO HOLDINGS INC.) within the meaning of the Monopoly Regulation and Fair Trade Act in order to more effectively promote the growth of the group’s businesses, enhance synergies among the group’s businesses and actively explore diversification opportunities in promising business areas. The registration of the Spin-off occurred on March 2, 2022. As part of the Spin-off, we amended our name from POSCO to POSCO HOLDINGS INC., and the newly created wholly-owned subsidiary was named POSCO.

Our legal and commercial name is POSCO HOLDINGS INC. Our principal executive offices are located at POSCO Center, 440 Teheran-ro, Gangnam-gu, Seoul, Korea 06194, and our telephone number is

+82-2-3457-0114.

The address of our English website is http://www.posco-inc.com.

The SEC maintains a website (http://www.sec.gov), which contains reports, information statements and other information regarding issuers that file electronically with the SEC.

Item 4.B.

Business Overview

The Company

We are a holding company, and we operate through our consolidated subsidiaries including POSCO, one of the largest steel producers in the world. We also engage in businesses that complement our steel manufacturing operations and also carefully seek out promising investment opportunities to diversify our businesses both vertically and horizontally. One of our principal strategies is to take advantage of our holding company structure to invest in promising businesses. We have made investments in the past decade to secure new growth engines by diversifying into new businesses related to our steel operations that we believe will offer greater potential returns, as well as entering into new businesses not related to our steel operations.

We have six reportable segments as follows:

•	Steel Segment. Our Steel Segment includes the production and sale of steel products.
•	Infrastructure Business. Our Infrastructure Business includes our businesses related to provision of infrastructure and related services. Such segment is divided into three operations as follows:
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Ø	Trading Segment. The Trading Segment of our Infrastructure Business consists primarily of the global trading activities, natural resources development activities and power generation activities of POSCO International. POSCO International exports and imports a wide range of steel products that are both obtained from and supplied to POSCO, as well as steel and other products from and to other suppliers and
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<br>purchasers in Korea and overseas. On January 1, 2023, POSCO Energy, Korea’s largest domestic private power utility company and a provider of alternative low-carbon energy solutions, merged into POSCO International.
Ø	Construction Segment. The Construction Segment of our Infrastructure Business consists primarily of the planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas, by POSCO E&C.
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Ø	Logistics and Others Segment. The Logistics and Others Segment of our Infrastructure Business consists primarily of the information technology and operational technology services of POSCO DX and the integrated logistics services of POSCO FLOW.
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•	Secondary Battery Materials Segment. Our Secondary Battery Materials Segment includes (i) the manufacturing and sale of various energy-related and other industrial materials by POSCO Future M, including anode and cathode materials for rechargeable batteries and (ii) investments made by us in production projects relating to other materials such as lithium.
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•	Others Segment. Our Others Segment includes POSCO HOLDINGS INC. and all other entities which fall below the reporting thresholds. POSCO HOLDINGS INC. actively explores diversification opportunities in promising business areas.
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The table below sets out our revenue by segment category for the periods indicated.

	For the Year Ended December 31,
	2022						2023							2024
Segments	Billions of<br> Won			%			Billions of<br> Won				%			Billions of<br> Won			%
Steel Segment		W	44,547		52.4	%		W	40,393			52.4	%		W	39,104		53.2	%
Infrastructure Business:
Trading Segment ^(1)^			29,518		34.7				24,034			31.2				22,804		31.0
Construction Segment			7,668		9.0				8,301			10.8				7,473		10.2
Logistics and Others Segment ^(2)^			436		0.5				471			0.6				422		0.6
Secondary Battery Materials Segment			2,452		2.9				3,816			5.0				2,813		3.8
Others Segment			129		0.2				113			0.1				73		0.1
Basis difference adjustments ^(3)^			253		0.3				(71	)		(0.1	)			771		1.0
Total		W	85,004		100.0	%		W	77,057			100.0	%		W	73,459		100.0	%
(1)	Including POSCO International. POSCO Energy merged into POSCO International on January 1, 2023, and the revenue of the Trading Segment of the Infrastructure Business in 2022 has been restated to reflect such merger as if it had occurred on January 1, 2022.
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(2)	Including POSCO DX and POSCO FLOW.
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(3)	Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of our Infrastructure Business in connection with the development and sale of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.
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Environmental, Social and Governance

Our Environmental, Social and Governance (“ESG”) management focuses on sustainable social communities and governance enhancements that promote tangible value. These principles drive our five comprehensive ESG strategies covering the following key areas.

Green Competency

We strive to respond to global climate change through development of low-carbon processes, energy efficiency and low-carbon products and services, thereby reducing our environmental impact to create a future in which people and nature co-exist and thrive together. POSCO declared the 2050 Carbon Neutrality Roadmap by setting targets for a 30% carbon emissions reduction by 2035, 50% by 2040, and Net Zero emissions by 2050. Initiatives such as low carbon technology and hydrogen reduction are underway to support these goals.

Responsible Value Chain

We are committed to empowering our business partners to obtain the highest standards in various domains, including low carbon technology, human rights and safety, while promoting sustainability across the value chain.

POSCO procures all tin, tantalum, tungsten and gold minerals from refineries in conflict-affected and high-risk areas that have obtained Responsible Minerals Assurance Process (“RMAP”) certification. POSCO Future M procures tungsten and cobalt for its rechargeable battery business by ensuring sourcing from RMAP-compliant smelters.

Employee Happiness

We prioritize establishing a secure and inclusive work environment that upholds human rights, embraces diversity and empowers creative talents to lead a period of transformation. As United Nations Global Compact members, POSCO HOLDINGS INC., POSCO, POSCO International and POSCO E&C, advocate for management based on human rights, diversity and inclusion policies. In addition, POSCO Group proclaimed a “Group Human Rights Commitment” to implement human rights management in line with global standards and to establish a more structured human rights management system at the group level. Our human rights policy covers protections for POSCO Group employees and staffs of our suppliers and labor union rights, encompassing human rights, grievance handling and victim relief. Our diversity, equality and inclusion policies prohibit all forms of discrimination, workplace harassment and sexual harassment, with training, reporting, consultation and investigation processes, as well as whistleblower protection measures that are clearly outlined.

Ethics & Integrity

We are committed to making our business decisions based on unwavering ethical principles by upholding the highest standards of ethics and compliance. Our efforts to enhance ethics and compliance levels are complemented by our commitment to promoting fair trade practices. For example, we established a “Clean Committee,” which is an advisory body involving external experts, to strengthen our commitment to ethical management. We conduct annual questionnaire surveys targeting employees of our suppliers and our domestic and overseas subsidiaries to assess the risk of unethical behavior, workplace harassment and human rights violations. Additional monitoring and investigation are conducted when risks are identified.

New Governance for Real Value

We enhance independence, expertise and diversity of the board of directors to promote real value management by safeguarding shareholder rights and ensuring transparent disclosures, with the aim of enhancing the value of the POSCO Group. A group-level ESG risk response system has been established to address internal and external risks effectively, with significant ESG-related decisions made through the board of directors, discussions on key ESG issues by the POSCO Group’s ESG Council led by top management and the ESG Session involving all directors who are our executive officers (“Inside Directors”) and directors who are outside directors (“Outside Directors”).

Steel Segment

POSCO is the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world, based on annual crude steel production. We, through POSCO and our other steel-producing subsidiaries, produced approximately 39.2 million tons of crude steel and stainless steel in 2024, a significant majority of which was produced at Pohang Works and Gwangyang Works. As of December 31, 2024, we had approximately 45.1 million tons of annual crude steel and stainless steel production capacity, including 40.5 million tons of production capacity in Korea. We believe Pohang Works and Gwangyang Works are two of the most technologically-advanced integrated steel facilities in the world. We manufacture and sell a diversified line of steel products, including cold rolled and hot rolled products, stainless steel products, plates, wire rods and silicon steel sheets, and we are able to meet a broad range of customer needs from manufacturing industries that consume steel, including automotive, shipbuilding, home appliance, engineering and machinery industries.

POSCO M-TECH Co., Ltd., which is also included in the Steel Segment, produces aluminum deoxidizers used to remove excess oxygen during the steel manufacturing process to improve durability of steel products, and it also provides integrated steel product packaging solutions for steel production facilities.

Korea is our most important market. Domestic sales accounted for 37.2% of the Steel Segment’s total revenue in 2024 and 39.6% in 2023. We believe that POSCO’s steel products constituted approximately 46.0% of the total sales volume of such steel products sold in Korea in 2024 and approximately 45.5% in 2023. The Steel Segment’s export sales and overseas sales to customers abroad accounted for 62.8% of the Steel Segment’s total revenue in 2024 and 60.4% in 2023. The Steel Segment’s major export market is Asia, with Asia other than China and Japan accounting for 23.2%, China accounting for 20.7% and Japan accounting for 11.2% of the Steel Segment’s total steel export revenue in 2024, and Asia other than China and Japan accounting for 24.6%, China accounting for 21.7% and Japan accounting for 10.6% of the Steel Segment’s total steel export revenue in 2023.

Major Products

We, through POSCO and our other steel-producing subsidiaries, manufacture and sell a broad line of steel products, including the following:

•	cold rolled products;
•	hot rolled products;
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•	stainless steel products;
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•	plates;
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•	wire rods; and
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•	silicon steel sheets.
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The table below sets out our revenue of steel products produced by us and directly sold to external customers which are recognized as external revenue of the Steel Segment, by major steel product category for the periods indicated. Such amounts do not include steel products produced by us and sold to our consolidated sales subsidiaries (including POSCO International).

	For the Year Ended December 31,
	2022						2023						2024
Steel Products	Billions of<br> Won			%			Billions of<br> Won			%			Billions of<br> Won			%
Cold rolled products		W	12,781		28.7	%		W	11,908		29.5	%		W	12,194		31.2	%
Hot rolled products			8,948		20.1				9,149		22.6				8,525		21.8
Stainless steel products			9,602		21.6				7,848		19.4				7,485		19.1
Plates			5,479		12.3				4,930		12.2				4,472		11.4
Wire rods			1,785		4.0				1,804		4.5				1,676		4.3
Silicon steel sheets			1,175		2.6				1,063		2.6				1,158		3.0
Sub-total			39,769		89.3				36,701		90.9				35,511		90.8
Others			4,778		10.7				3,692		9.1				3,593		9.2
Total		W	44,547		100.0	%		W	40,393		100.0	%		W	39,104		100.0	%

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

	For the Year Ended December 31,
	2022					2023					2024
Steel Products	Thousands<br>of Tons		%			Thousands<br>of Tons		%			Thousands<br>of Tons		%
Cold rolled products		10,191		36.8	%		9,780		33.9	%		10,334		35.4	%
Hot rolled products		8,461		30.5			9,784		33.9			9,473		32.5
Stainless steel products		2,605		9.4			2,459		8.5			2,508		8.6
Plates		4,477		16.2			4,667		16.2			4,694		16.1
Wire rods		1,408		5.1			1,623		5.6			1,527		5.2
Silicon steel sheets		560		2.0			524		1.8			627		2.1
Total ^(1)^		27,701		100.0	%		28,837		100.0	%		29,162		100.0	%
(1)	Not including sales volume of steel products categorized under “others.”
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In addition to steel products produced by us and directly sold to external customers, we engage our consolidated sales subsidiaries (including POSCO International) to sell our steel products produced by us. Our revenue from steel products produced by us and sold to our consolidated sales subsidiaries that in turn sold them to their external customers amounted to Won 10,429 billion in 2022, Won 9,414 billion in 2023 and Won 9,452 billion in 2024. Sales of such steel products by our consolidated sales subsidiaries to external customers are recognized as external revenue of the Trading Segment of our Infrastructure Business.

Cold Rolled Products

Cold rolled coils and further refined galvanized cold rolled products are used mainly in the automotive industry to produce car body panels. Other users include the household goods, electrical appliances, engineering and metal goods industries.

Our deliveries of cold rolled products produced by us and directly sold to external customers amounted to 10,334 thousand tons in 2024, representing 35.4% of our total sales volume of principal

steel products produced by us and directly sold to external customers. Cold rolled products constitute our largest product category in terms of sales volume and revenue from steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for cold rolled products of approximately 56% in 2024.

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 thicknesses as the feedstock for higher value-added products such as cold rolled products and silicon steel sheets. The largest customers of our hot rolled products are downstream steelmakers in Korea which use the products to manufacture pipes and cold rolled products.

Our deliveries of hot rolled products produced by us and directly sold to external customers amounted to 9,473 thousand tons in 2024, representing 32.5% of our total sales volume of principal steel products produced by us and directly sold to external customers. Hot rolled products constitute our second largest product category in terms of sales volume and revenue from steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for hot rolled products of approximately 52% in 2024.

Stainless Steel Products

Stainless steel products are used to manufacture household goods and are also used by the chemical industry, paper mills, the aviation industry, the automotive industry, the construction industry and the food processing industry.

Our deliveries of stainless steel products produced by us and directly sold to external customers amounted to 2,508 thousand tons in 2024, representing 8.6% of our total sales volume of principal steel products produced by us and directly sold to external customers. Stainless steel products constitute our third largest product category in terms of revenue from steel products produced by us and directly sold to external customers. Although sales of stainless steel products accounted for only 8.6% of total sales volume of the principal steel products produced by us and directly sold to external customers in 2024, they represented 19.1% of our total revenue from such steel products in 2024.

We believe POSCO had a domestic market share for stainless steel products of approximately 49% in 2024.

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. 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.

Our deliveries of plates produced by us and directly sold to external customers amounted to 4,694 thousand tons in 2024, representing 16.1% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for plates of approximately 43% in 2024.

Wire Rods

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

Our deliveries of wire rods produced by us and directly sold to external customers amounted to 1,527 thousand tons in 2024, representing 5.2% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for wire rods of approximately 51% in 2024.

Silicon Steel Sheets

Silicon steel sheets are used mainly in the manufacture of power transformers and generators, rotating machines and electric motors.

Our deliveries of silicon steel sheets produced by us and directly sold to external customers amounted to 627 thousand tons in 2024, representing 2.1% of our total sales volume of principal steel products produced by us and directly sold to external customers.

We believe POSCO had a domestic market share for silicon steel sheets of approximately 70% in 2024.

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 37.2% of the Steel Segment’s total revenue in 2024. The Steel Segment’s export sales and overseas sales to customers abroad represented 62.8% of the Steel Segment’s total revenue in 2024. Our sales strategy has been to devote our production primarily to satisfy domestic demand, while seeking export sales to utilize capacity to the full extent and to expand our international market presence.

Domestic Market

We primarily 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.

The table below sets out our estimate of the market share of our steel products in Korea for the periods indicated based on sales volume.

	For the Year Ended December 31,
Source	2022			2023			2024
POSCO’s sales ^(1)^		48.5	%		45.5	%		46.0	%
Other domestic steel companies’ sales		28.4			28.2			28.4
Imports		23.0			26.3			25.6
Total		100.0	%		100.0	%		100.0	%
(1)	POSCO’s sales volume includes steel products produced by POSCO (but not by our other subsidiaries) and sold through our consolidated sales subsidiaries as well as steel products produced by POSCO (but not by our other subsidiaries) and directly sold to external customers.
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Exports

The Steel Segment’s export sales and overseas sales to customers abroad represented 62.8% of the Steel Segment’s total revenue in 2024, 55.1% of which was generated from exports sales and overseas sales to customers in Asian countries. The Steel Segment’s export sales and overseas sales to customers abroad in terms of such revenue increased by 0.5% from Won 31,658 billion in 2023 to Won 31,829 billion in 2024.

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

	For the Year Ended December 31,
	2022						2023						2024
Region	Billions of<br>Won			%			Billions of<br>Won			%			Billions of<br>Won			%
Asia (other than China and Japan)		W	8,341		24.1	%		W	7,787		24.6	%		W	7,382		23.2	%
China			8,625		24.9				6,859		21.7				6,576		20.7
Europe			4,705		13.6				4,099		12.9				4,638		14.6
Japan			3,431		9.9				3,345		10.6				3,578		11.2
North America			2,667		7.7				2,673		8.4				2,861		9.0
Middle East			87		0.3				57		0.2				3		0.0
Others			6,797		19.6				6,838		21.6				6,792		21.3
Total		W	34,653		100.0	%		W	31,658		100.0	%		W	31,829		100.0	%
	For the Year Ended December 31,
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	2022						2023						2024
Steel Products	Billions of<br>Won			%			Billions of<br>Won			%			Billions of<br>Won			%
Cold rolled products		W	12,771		36.9	%		W	11,505		36.3	%		W	12,177		38.3	%
Hot rolled products			5,350		15.4				6,305		19.9				6,061		19.0
Stainless steel products			7,250		20.9				6,055		19.1				5,827		18.3
Plates			3,598		10.4				3,374		10.7				3,191		10.0
Silicon steel sheets			1,262		3.6				1,066		3.4				1,316		4.1
Wire rods			856		2.5				879		2.8				834		2.6
Others			3,567		10.3				2,475		7.8				2,423		7.6
Total		W	34,653		100.0	%		W	31,658		100.0	%		W	31,829		100.0	%

We distribute our export products mostly through Korean trading companies, including POSCO International, and our overseas sales subsidiaries. Our largest export market in 2024 was Asia (other than China and Japan), which accounted for 23.2% of our export revenue from steel products produced and sold by us. The principal products exported to Asia (other than China and Japan) were cold rolled products, including continuous galvanized products. Our exports to Asia (other than China and Japan) decreased by 5.2% from Won 7,787 billion in 2023 to Won 7,382 billion in 2024 primarily reflecting a general decline in demand from the region.

Our second largest export market in 2024 was China, which accounted for 20.7% of our export revenue from steel products produced and sold by us. The principal products exported to China were stainless steel products. Our exports to China decreased by 4.1% from Won 6,859 billion in 2023 to Won 6,576 billion in 2024 primarily due to a slowdown in economic activity in China.

Anti-Dumping, Safeguard and Countervailing Duty Proceedings

has been an increase in the number of trade cases in recent years, and an increased focus on trade issues by government officials, such cases had been limited in scope relative to our global sales and operations. Through our trade affairs office, we continue to carefully monitor developments with respect to trade remedy policies, including anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs in all major markets in which we sell our products and seek to mitigate the related risks by adjusting supply and export arrangements as necessary and, where necessary, vigorously defend our rights. However, there can be no assurance that the free trade agreements between Korea and its major trading partners will not be amended or anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs will not be imposed on our sales of products abroad in the future. The occurrence of any such events, including those described below, may have a material adverse impact on our business, financial condition and results of operations.

In early 2025, the U.S. government took a number of measures to increase tariffs on imports, which measures initially targeted specific industries (including automobiles) and a small number of countries (including China, Mexico and Canada). In February 2025, the U.S. President signed proclamations to eliminate exemptions available to Korea and certain other countries and restore the 25% tariff on steel as well as elevate the tariff on aluminum to 25%, which measures became effective in March 2025. For a discussion of our export sales and overseas sales to customers in North America, which includes the United States and Canada, see “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment — Markets — Exports.” On April 4, 2025, the U.S. government additionally imposed a universal “reciprocal” tariff which applies to all imports from all of its trading partners (including those with free trade agreements with the United States), with a base rate of 10%. In addition, the U.S. government announced higher rates to be imposed on imports from certain enumerated countries (including Korea at 25%, Indonesia at 32% and Vietnam at 46%) on a country-by-country basis starting on April 9, 2025, subject to certain exceptions, which implementation has been paused for 90 days except on China. Between February 1, 2025 and April 9, 2025, the U.S. government also incrementally increased tariffs on goods from China to 145%. In response to such actions of the U.S. government, certain countries have announced plans to implement, or have already implemented, retaliatory tariffs on U.S. goods, including China’s tariff of 125%. While our direct exports to customers in the United States are relatively small, such tariffs may have a material adverse effect on our downstream customers that manufacture finished products using our products in countries subject to such tariffs and export those products to the United States. If tariffs on the products manufactured by our downstream customers increase, the resulting price increases may reduce consumer demand for such products in the United States, which may in turn adversely affect the demand for our products.

Pricing Policy

We determine the pricing of our products based on market conditions, taking into consideration production outlook of the global steel industry and global economic conditions in general. 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 prices can

fluctuate considerably over time, depending on market conditions and other factors. The prices of our higher value-added steel products in the largest markets are determined considering the prices of similar products charged by our competitors.

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 2024, POSCO imported approximately 49 million dry metric tons of iron ore and 26 million wet metric tons of coal. Iron ore is imported primarily from Australia, Brazil and Canada. Coal is imported primarily from Australia, Canada and Indonesia.

We purchase a substantial portion of our iron ore and coal imports pursuant to long-term contracts. Our long-term supply contracts generally have terms of three to ten years and provide for periodic price adjustments to the then-market prices. We typically adjust the prices on a quarterly basis and maintain approximately one month of inventory of raw materials. Such price adjustments are driven by various factors, including the global economic outlook, global market prices of raw materials and steel products, supply and demand outlook of raw materials and production costs of raw materials. For both coal and iron ore, we typically agree on the purchase price with the suppliers primarily based on the spot market price periodically announced by Platts (Premium Low Vol Coking Coal, FOB Australia Index and Iron Ore 62% Fe, CFR China Index). We or the suppliers may cancel the long-term contracts only if performance under the contracts is prevented by causes beyond our or their control and these causes continue for a specified period.

We also engage in exploration and production projects abroad to enhance our ability to meet the requirements for high-quality raw materials, by acquiring mining rights of raw materials or by investing in projects either as part of a consortium or through an acquisition of a minority interest. In 2024, we purchased approximately 30% of our iron ore imports and 24% of our coal imports from foreign mines in which we have made investments. Our major investments to procure supplies of coal, iron ore and nickel are primarily located in Australia, Canada, Brazil and New Caledonia. We will continue to selectively seek opportunities to enter into additional strategic relationships that would enhance our ability to meet the requirements for principal raw materials.

The average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) was US$120 in 2022, US$120 in 2023 and US$109 in 2024. The average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) was US$364 in 2022, US$296 in 2023 and US$240 in 2024. We currently do not depend on any single country or supplier for our coal or iron ore.

Stainless Steel Production

The principal raw materials for the production of stainless steel are ferronickel, ferrochrome and stainless steel scrap. We purchase a majority of our ferronickel primarily from suppliers in Korea that procure nickel ore from New Caledonia, and the remainder primarily from leading suppliers in Indonesia and Brazil. Our primary suppliers of ferrochrome are located in South Africa, India and Kazakhstan. Our stainless steel scraps are primarily supplied by domestic and overseas suppliers in Japan and Southeast Asia. Revert scraps from the Pohang Steelworks and our overseas subsidiaries are also used for our stainless steel production. The average market price of nickel per ton on the London Metal Exchange was US$25,605 in 2022, US$21,474 in 2023 and US$16,812 in 2024.

Transportation

In order to meet our transportation needs for iron ore and coal, we have entered into long-term contracts with shipping companies. Such contracts are performed by a fleet of dedicated vessels on a consecutive voyage basis with fully loaded cargo for each voyage. These vessels under long-term contracts transported approximately 59% of the total requirements in 2024, and the remaining approximately 41% was transported by vessels sourced through short- to medium-term contracts, depending on market conditions. We plan to continue to optimize the fleet of dedicated vessels that we use in order to cope with changes in the global shipping environment, as well as upgrade some of the existing vessels with energy-saving and eco-friendly technologies.

The Steelmaking Process

POSCO’s major production facilities, Pohang Works and Gwangyang Works, produce steel by the basic oxygen steelmaking method. The stainless steel plant at Pohang Works produces stainless steel by the electric arc furnace method. Continuous casting improves product quality by imparting a homogenous structure to the steel. Pohang Works and Gwangyang Works produce all of their products through the continuous casting.

Steel — Basic Oxygen Steelmaking Method

First, molten pig iron is produced in a blast furnace from iron ore, which is the basic raw material used in steelmaking. Molten pig iron is then refined into molten steel in converters by blowing pure oxygen at high pressure to remove impurities. Different desired steel properties may also be obtained by regulating the chemical contents.

At this point, molten steel is made into semi-finished products such as slabs, blooms or billets at the continuous casting machine. Slabs, blooms and billets are produced at different standardized sizes and shapes. Slabs, blooms and billets are semi-finished lower-margin products that we either use to produce our further processed products or sell to other steelmakers that produce further processed steel products.

Slabs are processed to produce hot rolled coil products at hot strip mills or to produce plates at plate mills. Hot rolled coils are an intermediate-stage product that may either be sold to our customers as various finished products or be further processed by us or our customers into higher value-added products, such as cold rolled sheets and silicon steel sheets. Blooms and billets are processed into wire rods at wire rod mills.

Stainless Steel — Electric Arc Furnace Method

Stainless steel is produced from stainless steel scrap, chrome, nickel and steel scrap using an electric arc furnace. Stainless steel is then processed into higher value-added products by methods similar to those used for steel production. Stainless steel slabs are produced at a continuous casting mill. The slabs are processed at hot rolling mills into stainless steel hot coil, which can be further processed at cold strip mills to produce stainless cold rolled steel products.

Steel Making Operations Located Outside Korea

In order to effectively implement our strategic initiatives and to solidify our leadership position in the global steel industry, we have established various subsidiaries and joint ventures in Korea and elsewhere around the world that engage in steel production activities.

China. We entered into an agreement with Shagang Group Co. to establish POSCO (Zhangjiagang) Stainless Steel Co., Ltd. (“POSCO (Zhangjiagang)”), a joint venture company in China for

the manufacture and sale of stainless cold rolled steel products. POSCO HOLDINGS INC. has an 82.5% interest in the joint venture (including 23.9% interest held by POSCO China Holding Corporation). POSCO (Zhangjiagang) commenced production of stainless cold rolled steel products in December 1998. In 2024, POSCO (Zhangjiagang) had an annual production capacity of 1,100 thousand tons of stainless steel products. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — POSCO (Zhangjiagang).”

Indonesia. We entered into an agreement with PT. Krakatau Steel (Persero) Tbk. to establish PT. Krakatau POSCO Co., Ltd. (“PT. Krakatau POSCO”), a joint venture company in Indonesia for the manufacture and sale of plates and slabs. POSCO holds a 50.0% interest in the joint venture. We completed the construction of a steel manufacturing plant in December 2013. In 2024, PT. Krakatau POSCO had an annual production capacity of 2,971 thousand tons of slabs, plates and hot rolled coils. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — PT. Krakatau POSCO.”

Vietnam. We established POSCO YAMATO VINA STEEL JOINT STOCK COMPANY (“POSCO YAMATO VINA” and formerly known as POSCO SS VINA JOINT STOCK COMPANY), a subsidiary engaged in the manufacture and sale of shape steel and steel reinforcement products. POSCO holds a 51.0% interest in POSCO YAMATO VINA, and the plant became operational in June 2015. In 2024, POSCO YAMATO VINA had an annual production capacity of 550 thousand tons of shape steel products. See “Item 4.D. Property, Plants and Equipment — Steel Production Facilities Abroad — POSCO YAMATO VINA.”

Competition

Domestic Market

POSCO is the largest fully integrated steel producer in Korea. In hot rolled products, where we believe POSCO had a domestic market share of approximately 52% in 2024, we face competition from Hyundai Steel Co., Ltd. and from various foreign producers, primarily from China and Japan. In cold rolled products and stainless steel products, where we believe POSCO had domestic market shares of approximately 56% and 49%, respectively, in 2024, we compete with Hyundai Steel Co., Ltd., smaller specialized domestic manufacturers and various foreign producers, primarily from China and Japan. For a discussion of domestic market shares, see “— Markets — Domestic Market.”

The 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 the past decade, 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. In recent years, a slowdown in domestic demand for steel products in China resulting from slowed economic growth, combined with an expansion in steel production capacity, has led to production over-capacity in the Chinese steel industry, which in turn has led the Chinese government to pursue aggressive consolidation in the Chinese steel industry that has resulted in fewer but larger steel manufacturers that are able to compete more effectively in the global steel industry. Competition from global steel manufacturers with significant production capacity such as ArcelorMittal S.A. and Nippon Steel & Sumitomo Metal Corporation, as well as competitors from emerging markets, 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.

Infrastructure Business

Trading Segment

Our trading activities consist primarily of trading activities of POSCO International. POSCO International is a global trading company that primarily engages in trading of steel and raw materials, investing in energy and mineral development projects and operating power generation facilities. It also trades textiles, agricultural commodities and other goods. POSCO International’s sales consist of third-country trading sales, export trading sales and domestic trading sales. On January 1, 2023, POSCO Energy, Korea’s largest domestic private power utility company and a provider of alternative environmentally-friendly energy solutions, merged into POSCO International.

The following table sets forth a breakdown of POSCO International’s total consolidated sales by export sales, domestic sales and third-country trades for the periods indicated:

	For the Year Ended December 31,
Sales Category	2022						2023^(1)^						2024^(1)^
	(in billions of Won, except percentages)
Export trading sales		W	14,143		37.2	%		W	12,577		38.0	%		W	12,416		38.4	%
Domestic trading sales			5,632		14.8				7,287		22.0				5,983		18.5
Third-country trades			30,010		79.0				23,393		70.6				24,691		76.4
Total sales prior to consolidation adjustments			49,784		131.1				43,256		130.6				43,090		133.3
Consolidation adjustments			(11,806	)	(31.1	)			(10,136	)	(30.6	)			(10,761	)	(33.3	)
Total sales		W	37,979		100.0	%		W	33,121		100.0	%		W	32,329		100.0	%
(1)	Including sales from the power generation business of POSCO Energy, which merged into POSCO International on January 1, 2023.
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Trading Activities.

POSCO International’s trading activities consist of exporting and importing a wide variety of products and commodities, including iron and steel, raw materials for steel production, non-ferrous metals, chemicals, automotive parts (including motor cores), machinery and plant equipment, electronics products, agricultural commodities and textiles. POSCO International is also engaged in third-country trade that does not involve exports from or imports to Korea. The products are obtained from and supplied to numerous suppliers and purchasers in Korea and overseas, which are procured through a global trading network comprised of overseas trading subsidiaries, branches and representative offices. Such subsidiaries and offices support POSCO International’s trading activities by locating suitable local suppliers and purchasers on behalf of customers, identifying business opportunities and providing information regarding local market conditions.
In most cases, POSCO International enters into trading transactions after the underlying sale and purchase contracts have been matched, which mitigates inventory and price risks to POSCO International. POSCO International typically enters into trading transactions as a principal, and in limited cases as an import or export agent. When acting as a principal or an agent, POSCO International derives its gross trading profit from the margin between the selling price of the products and the purchase price it pays for such products. In the case of principal transactions, the selling price is recognized as sales and the purchase price is recognized as cost of sales, while only the margin is recognized as sales in the case of agency transactions in which POSCO International does not control each good or service prior to providing the goods or services to the customer (indicators of such control include (1) primary responsibility for fulfilling the promise to provide the specified good or service, (2) inventory risk and (3) discretion in establishing the price of the specified good or service). In the instances in which it acts as an arranger for a third country transaction, POSCO International

derives its gross trading profit from, and recognizes as sales, the commission paid to it by the customer. The sizes of margins and commissions for POSCO International’s trading activities vary depending on a number of factors, including prevailing supply and demand conditions for the product involved, the cost of financing, insurance, storage and transport and the creditworthiness of the customer, and tends to decline as the product or market matures.

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

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

Natural Resources Development Activities. POSCO International also invests in energy and mineral development projects throughout the world. In particular, POSCO International holds a 51.0% interest in a gas field project in Myanmar, where production of gas commenced in July 2013. POSCO International recognized revenues of Won 634 billion in 2022, Won 615 billion in 2023 and Won 605 billion in 2024 from the Myanmar gas field project. Natural resources development projects, while entailing higher risks than the traditional trading business, offer higher potential returns. POSCO International intends to continue to expand its operations by carefully seeking out promising energy development projects abroad.

Power Generation Activities. POSCO International acquired the power generation business of POSCO Energy through its merger into POSCO International on January 1, 2023. POSCO International operates power generation facilities in Korea and Southeast Asia, including LNG combined cycle power plants. As of December 31, 2024, POSCO International’s total power generation capacity of its LNG combined cycle power plants was approximately 3,414 megawatts. As of such date, POSCO International’s total power generation capacity of its renewable solar energy facilities was approximately 15 megawatts and its onshore wind power energy facilities was approximately 63 megawatts.

POSCO International also operates an LNG receiving terminal with an aggregate capacity to process approximately 6.0 million tons of LNG annually in Gwangyang as of December 31, 2024. In addition, POSCO International participates in LNG trading, LNG tank rental services and LNG ship trial operations in order to achieve maximum operational efficiency of our LNG terminal.

POSCO International also engages in fuel cell facility installation and operation services, as well as selectively seeks opportunities to expand into solar, wind and other renewable energy businesses in order to become an integrated provider of energy solutions.

Competition

POSCO International competes principally with other Korean general trading companies that are affiliated with major domestic business groups, as well as global trading companies based in other countries. In the domestic market, competition for export transactions on behalf of domestic suppliers

and import transactions on behalf of domestic purchasers was limited, as most affiliated general trading companies of large Korean business groups generally relied on affiliate transactions for the bulk of their trading business. However, in recent years, many of these Korean general trading companies have reduced their reliance on their affiliated business group and transactions carried out on behalf of their member companies and instead have generally evolved to focus on segments of the import and export markets in which they have a competitive advantage. As a result, competition among Korean general trading companies in the area of traditional trade has become more intense. POSCO International’s principal competitors in the overseas trading markets include Korean trading companies that operate in various international markets, as well as foreign trading companies, particularly those based in Japan. As POSCO International diversifies into businesses other than traditional trading such as natural resources development, it also increasingly competes with other Korean and international companies involved in these businesses. POSCO International’s power generation business competes principally with private-sector power generation companies in Korea that are affiliated with major domestic business groups, including SK Innovation Co., Ltd. and GS EPS Co., Ltd.

Construction Segment

POSCO E&C is one of the leading engineering and construction companies in Korea, primarily engaged in the planning, design and construction of industrial plants and architectural works and civil engineering projects. In particular, POSCO E&C has established itself as one of the premier engineering and construction companies in Korea through:

•	its strong and stable customer base; and
•	its cutting-edge technological expertise obtained from construction of advanced integrated steel plants, as well as participation in numerous modernization and rationalization projects at our Pohang Works and Gwangyang Works.
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Leveraging its technical know-how and track record of building some of the leading industrial complexes in Korea, POSCO E&C has also focused on diversifying its operations into construction of high-end apartment complexes and participating in a wider range of architectural works and civil engineering projects, as well as engaging in urban planning and development projects and expanding its operations abroad. In September 2015, we completed the sale of a 38.0% interest in POSCO E&C to Public Investment Fund, a sovereign wealth fund in Saudi Arabia, for US$1.05 billion. In connection with the sale, POSCO E&C and PIF agreed to jointly explore additional business opportunities in Saudi Arabia, including participating in various infrastructure projects sponsored by the Saudi Arabian government.

POSCO E&C also has substantial experience in the energy field obtained from the construction of various power plants for member companies of the POSCO Group, specializing primarily in engineering and construction of LNG-fired thermal power plants. In response to increasing demand from the energy industry, POSCO E&C plans to continue to target opportunities in power plant construction, especially in Asia and Africa, which it believes offers significant growth potential.

Competition

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

years. In the overseas markets, POSCO E&C faces competition from local construction companies and other major Korean construction companies with overseas operations, as well as international construction companies from other countries.

Logistics and Others Segment

POSCO DX. POSCO DX provides a wide range of information technology and operational technology services. In particular, POSCO DX has expertise in providing services to address the evolving needs of manufacturing companies arising from the convergence of information technology and operational technology.

POSCO DX’s information technology services primarily consist of buildout and management of information technology infrastructure, including manufacturing execution systems, supply chain management systems, and enterprise resource planning systems. POSCO DX also serves as a managed service provider for the operation of cloud data centers on behalf of its clients, and provides other smart technology services including smart CCTV and smart home solutions.

POSCO DX’s operational technology services primarily relate to automation of factory equipment and manufacturing processes and provision of energy efficiency solutions. POSCO DX also provides system engineering services targeting specific areas of operational processes, including automation of logistical operations and buildout and management of pollutant monitoring systems and intelligent transportation systems. For example, POSCO DX implemented a baggage handling system that is a comprehensive logistics system that automatically classifies and transports passenger baggage to the boarding aircraft at Incheon International Airport. In addition, POSCO DX utilizes digital twin, a convergence technology that replicates a real-world object in a virtual environment, to improve decision-making and optimize processes. POSCO DX also provides industrial robot automation services ranging from consulting, design, construction and operation relating to robot applications based on software technology.

POSCO FLOW. POSCO FLOW provides a wide range of integrated logistics services. It engages in the operation of central terminal systems for transportation, storage and processing of raw materials. POSCO FLOW also offers optimized logistics solutions for a wide range of products including steel products, industrial parts, grains, natural gas and construction equipment and materials.

Competition. POSCO DX competes principally with system integration service providers in Korea that are affiliated with major domestic business groups, including Samsung SDS Co., Ltd., LG CNS Co., Ltd. and SK Inc. C&C. POSCO FLOW competes principally with logistics service providers in Korea that are affiliated with major domestic business groups, including Hyundai Glovis Co., Ltd., Samsung SDS Co., Ltd. and LX Pantos Co., Ltd.

Secondary Battery Materials Segment

POSCO Future M

POSCO Future M manufactures anode and cathode materials, which are two of the main components of rechargeable batteries. POSCO Future M sells such materials primarily to Korea’s leading electric vehicle battery manufacturers such as LG Energy Solution, Ltd., Samsung SDI Co., Ltd. and SK On Co., Ltd., as well as to their joint ventures with global automotive manufacturers.

POSCO Future M also manufactures quicklime and refractories used in steel manufacturing processes and other industrial applications as well as a wide range of chemical products such as coal tar and light oil. Quicklime is a widely used chemical component in a variety of industries. In the steel industry, a major use of quicklime is to remove impurities in the basic oxygen steelmaking process. Refractories are materials that are resistant to high temperature, used predominantly as furnace linings for elevated temperature materials processing and other applications in which thermomechanical properties are critical.

The following table sets forth a breakdown of POSCO Future M’s total consolidated sales by major product categories for the periods indicated:

	For the Year Ended December 31,
Products	2022					2023					2024
	(in billions of Won, except percentages)
Energy materials (including battery materials)		W	1,938	58.7	%		W	3,362	70.6	%		W	2,340	63.2	%
Quicklime and other chemical products			812	24.6				857	18.0				853	23.0
Refractories			552	16.7				541	11.4				507	13.7
Total sales		W	3,302	100.0	%		W	4,760	100.0	%		W	3,700	100.0	%

Competition. In the energy materials market, POSCO Future M competes with other global leading manufacturers of cathode and anode materials, including LG Chemical Co., Ltd. and Ecopro BM Co., Ltd. In its legacy business areas of refractories and lime chemicals, POSCO Future M competes principally with Chosun Refractories ENG Co., Ltd. and Korea Refractories Co., Ltd.

Investments in Lithium Hydroxide and Lithium Carbonate Production Projects

Through investments made by POSCO HOLDINGS INC., we engage in natural resources development and production projects for lithium hydroxide and lithium carbonate, which are key materials for the production of cathode materials.

POSCO Argentina. In 2018, POSCO Argentina, a wholly owned subsidiary of POSCO HOLDINGS INC., acquired a salt lake located in Salta and Catamarca provinces of Argentina. In August 2024, POSCO Argentina completed stage one of its construction of a commercialization plant adjacent to the lake for the production of lithium hydroxide.

As of December 31, 2024, the construction schedule and related costs of the project were as follows:

Project	Expected<br>Completion<br>Date		Total Cost<br>of<br>Project		Estimated<br>Remaining Cost<br>of Completion<br>as of<br>December 31,<br>2024
			(In billions of Won)
Construction of salt water lithium commercialization plant – stage two		August 2025		1,246		401

Upon completion of both stages, the commercialization plant is expected to have an annual production capacity of 25 thousand tons of lithium hydroxide and 23 thousand tons of lithium carbonate.

POSCO Pilbara Lithium Solution.

In 2018, we acquired a 2.74% stake in Pilbara Minerals Limited (“Pilbara Minerals”) and secured off-taking of spodumene mineral from the Pilgangoora Project, which is located 120 kilometers from Port Hedland in Western Australia’s resource-rich Pilbara region. POSCO Pilbara Lithium Solution, a joint venture with Pilbara Minerals in which POSCO HOLDINGS INC. holds a 82% interest, completed construction of a commercialization plant in Yulchon industrial complex in Gwangyang for the production of lithium hydroxide in November 2024. We are currently in the process of ramping up production at such plant, which currently has an annual production capacity of 43 thousand tons of lithium hydroxide.
Others Segment

Our Others Segment includes POSCO HOLDINGS INC. and all other entities which fall below the reporting thresholds. POSCO HOLDINGS INC. actively explores diversification opportunities in promising business areas.

Insurance

We maintain property insurance for our property, plant and equipment that we believe to be consistent with market practice in Korea.

Government Regulations

Pursuant to the Monopoly Regulation and Fair Trade Act of Korea, we, as a non-financial holding company, are required to maintain the shareholding ratio of our subsidiaries above a certain threshold (i.e., 30% in case of a public company and 50% in case of a private company) and are also required to maintain our liabilities-to-equity ratio below 200%. In addition, we may not own the shares of any Korean companies that are not our affiliates in excess of 5% of the total outstanding shares of such company (except under certain exempted cases) nor control any Korean financial institutions or insurance companies. We are also required to annually report to the Korea Fair Trade Commission whether we have complied with such restrictive requirements. In the event we breach such obligations, we will be subject to administrative penalty.

Item 4.C.

Organizational Structure

The following table sets out the jurisdiction of incorporation and our ownership interests of our significant subsidiaries as of December 31, 2024:

Name	Jurisdiction of<br>Incorporation
POSCO		Korea	100.0	%
POSCO International Corporation		Korea	73.0	%
POSCO Eco & Challenge Co., Ltd		Korea	52.8	%
POSCO DX Co, Ltd.		Korea	65.5	%
POSCO Future M Co., Ltd.		Korea	59.7	%
POSCO (Zhangjiagang) Stainless Steel Co., Ltd. ^(1)^		China	82.5	%
(1)	POSCO HOLDINGS INC. holds a 58.6% interest and POSCO-China holds a 23.9% interest.
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Item 4.D.

Property, Plants and Equipment

Overview

Our consolidated subsidiaries operate various production facilities in Korea and abroad. We may 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.”

We are vigorous in our efforts to engage in environmentally responsible management of, and to protect the environment from damage resulting from, our operations. Our levels of pollution control are higher than those mandated by Government standards. We established an online 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 inspections by both internal and external inspectors in accordance with ISO 14001 standards to monitor execution and maintenance of our environmental management plan. We also operate a certification program targeting our suppliers and outsourcing partners, pursuant to which they are encouraged to establish environmental management systems of their own.

Steel Segment

POSCO’s 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 in the

southwestern region of Korea. POSCO also maintains and operates production properties abroad, including plants operated by PT. Krakatau POSCO in Indonesia and POSCO YAMATO VINA in Vietnam. POSCO (Zhangjiagang), our consolidated subsidiary, also operates production properties in Zhangjiagang, China for the production of stainless steel products. For a discussion of such operations, see “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment — Steel Making Operations Located Outside Korea.”

Infrastructure Business

POSCO International’s principal properties are LNG combined cycle power generation facilities located in Incheon and LNG terminal facilities located in Gwangyang.

Secondary Battery Materials Segment

POSCO Future M’s principal properties are (i) plants for the production of cathode materials located in Korea (Gwangyang and Pohang), Quebec, Canada and Tongxiang, China, (ii) plants for the production of anode materials located in Sejong and Pohang, (iii) plants for the production of quicklime located in Korea (Gwangyang and Pohang) and Banten, Indonesia, and (iv) plants for the production of refractories located in Pohang, Korea and Jiangsu Province, China.

Steel Production Facilities in Korea

Pohang Works

Construction of Pohang Works began in 1970 and ended in 1983. 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 iron-making, crude steelmaking and continuous casting and other rolling facilities. Pohang Works also has docking facilities capable of accommodating large ships for unloading raw materials, storage areas for raw materials and separate docking facilities for ships carrying products for export. Pohang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.

Gwangyang Works

Construction of Gwangyang Works began in 1985 and ended in 1992. 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.

Situated on a site of 13.7 million square meters reclaimed from the sea in Gwangyang in the southwestern region of Korea, Gwangyang Works is comprised of 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 large ships for unloading raw materials, storage areas for raw materials and separate docking facilities for ships carrying products for export.

We believe Gwangyang Works is one of the most technologically-advanced integrated steel facilities in the world. Gwangyang Works has a completely automated, linear production system that enables the whole production process, from iron-making to finished products, to take place without interruption. This advanced system reduces the production time for hot rolled products to only four hours. Like Pohang Works, Gwangyang Works is equipped with a highly advanced computerized production-management system allowing constant monitoring and control of the production process.

Capacity Utilization Rates

The following table sets out the aggregate capacity utilization rates of Pohang Works and Gwangyang Works for the periods indicated.

	As of or for the Year Ended December 31,
	2022	2023	2024
Crude steel and stainless steel production capacity for the year (million tons per year)	40.68	40.68	40.46
Actual crude steel and stainless steel output (million tons)	34.22	35.68	35.05
Capacity utilization rate (%) ^(1)^	84.1%	87.7%	86.6%
(1)	Calculated by dividing actual crude steel and stainless steel output by the actual crude steel and stainless steel production capacity for the relevant period as determined by us.
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Steel Production Facilities Abroad

PT. Krakatau POSCO

The following table sets out PT. Krakatau POSCO’s capacity utilization rates for the periods indicated.

	As of or for the Year Ended December 31,
	2022	2023	2024
Crude steel production capacity for the year (million tons per year)	3.00	3.00	2.97
Actual crude steel output (million tons)	3.03	3.01	2.98
Capacity utilization rate (%) ^(1)^	101.0%	100.5%	100.3%
(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.
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POSCO (Zhangjiagang)

The following table sets out POSCO (Zhangjiagang)’s capacity utilization rates for the periods indicated.

	As of or for the Year Ended December 31,
	2022	2023	2024
Crude steel and stainless steel production capacity for the year (million tons per year)	1.10	1.10	1.10
Actual crude steel and stainless steel output (million tons)	0.99	0.84	0.77
Capacity utilization rate (%) ^(1)^	89.9%	76.3%	69.8%
(1)	Calculated by dividing actual crude steel and stainless steel output by the actual crude steel and stainless steel production capacity for the relevant period as determined by us.
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POSCO YAMATO VINA

The following table sets out POSCO YAMATO VINA’s capacity utilization rates for the periods indicated.

	As of or for the Year Ended December 31,
	2022	2023	2024
Crude steel production capacity for the year (million tons per year)	0.55	0.55	0.55
Actual crude steel output (million tons)	0.40	0.42	0.49
Capacity utilization rate (%) ^(1)^	72.2%	75.5%	88.2%
(1)	Calculated by dividing actual crude steel output by the actual crude steel production capacity for the relevant period as determined by us.
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Item 4A.

Unresolved Staff Comments

We do not have any unresolved comments from the Securities and Exchange Commission staff regarding our periodic reports under the Exchange Act of 1934.

Item 5.

Operating and Financial Review and Prospects

Item 5.A.

Operating Results

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

Overview

We have six reportable segments as follows:

•	Steel Segment. Our Steel Segment includes the production and sale of steel products.
•	Infrastructure Business. Our Infrastructure Business includes our businesses related to provision of infrastructure and related services. Such segment is divided into three operations as follows:
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Ø	Trading Segment. The Trading Segment of our Infrastructure Business consists primarily of the global trading activities, natural resources development activities and power generation activities of POSCO International. POSCO International exports and imports a wide range of steel products that are both obtained from and supplied to POSCO, as well as steel and other products from and to other suppliers and purchasers in Korea and overseas. On January 1, 2023, POSCO Energy, Korea’s largest domestic private power utility company and a provider of alternative low-carbon energy solutions, merged into POSCO International.
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Ø	Construction Segment. The Construction Segment of our Infrastructure Business consists primarily of POSCO E&C’s planning, designing and construction of industrial plants, civil engineering projects and commercial and residential buildings, both in Korea and overseas.
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Ø	Logistics and Others Segment. The Logistics and Others Segment of our Infrastructure Business consists primarily of the information technology and operational technology services of POSCO DX and the integrated logistics services of POSCO FLOW.
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•	Secondary Battery Materials Segment. Our Secondary Battery Materials Segment includes (i) the manufacturing and sale of various energy-related and other industrial materials by POSCO Future M, including anode and cathode materials for rechargeable batteries and (ii) investments made by us in production projects relating to other materials such as lithium.
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•	Others Segment. Our Others Segment includes POSCO HOLDINGS INC. and all other entities which fall below the reporting thresholds. POSCO HOLDINGS INC. actively explores diversification opportunities in promising business areas.

Factors Affecting Our Results of Operations and Financial Condition

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

•	our sales volume, unit prices and product mix for steel products;
•	costs and production efficiency; and
---	---
•	exchange rate fluctuations.
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As a result of these factors, our financial results in the past may not be indicative of future results or trends in those results.

Sales Volume, Unit Prices and Product Mix for Steel Products

In recent years, our net sales have been affected by the following factors relating to our steel business:

•	the demand for our products in the Korean market and our capacity to meet that demand;
•	our ability to compete for sales in the export market;
---	---
•	price levels; and
---	---
•	our ability to improve our product mix.
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Domestic demand for our products is affected by the condition of major steel-consuming industries, such as construction, shipbuilding, automotive, electrical appliances and downstream steel processors, and the Korean economy in general.

In 2023, the unit sales price in Won for each of our principal product lines of steel products decreased compared to 2022 primarily due to continued weakness in global economic conditions. The weighted average unit price for our principal product lines of steel products decreased by 11.3% from 2022 to 2023, the impact of which was offset in part by the depreciation in the average value of the Won against the U.S. dollar in 2023 compared to 2022 that increased our export prices in Won terms. The Market Average Exchange Rate depreciated from an average of Won 1,292.0 to US$1.00 in 2022 to an average of Won 1,305.4 to US$1.00 in 2023.

The unit sales price of plates, which accounted for 16.2% of total sales volume of our principal steel products, decreased by 13.7% in 2023 compared to 2022. The unit sales price of stainless steel products, which accounted for 8.5% of total sales volume of such products, decreased by 13.4% in 2023 compared to 2022. The unit sales price of wire rods, which accounted for 5.6% of total sales volume of such products, decreased by 12.3% in 2023 compared to 2022. The unit sales price of hot rolled products, which accounted for 33.9% of total sales volume of such products, decreased by 11.6% in 2023 compared to 2022. The unit sales price of silicon steel sheets, which accounted for 1.8% of total sales volume of such products, decreased by 3.3% in 2023 compared to 2022. The unit sales price of cold rolled products, which accounted for 33.9% of total sales volume of such products, decreased by 2.9% in 2023 compared to 2022.

In 2024, the unit sales price in Won for each of our principal product lines of steel products decreased compared to 2023 primarily due to continued weakness in global economic conditions. The weighted average unit price for our principal product lines of steel products decreased by 4.3% from 2023 to 2024, the impact of which was offset in part by the depreciation in the average value of the Won against the U.S. dollar in 2024 compared to 2023 that increased our export prices in Won terms. The Market Average Exchange Rate depreciated from an average of Won 1,305.4 to US$1.00 in 2023 to an average of Won 1,364.0 to US$1.00 in 2024.

The unit sales price of plates, which accounted for 16.1% of total sales volume of our principal steel products, decreased by 9.8% in 2024 compared to 2023. The unit sales price of silicon steel sheets, which accounted for 2.1% of total sales volume of such products, decreased by 8.9% in 2024 compared to 2023. The unit sales price of stainless steel products, which accounted for 8.6% of total sales volume of such products, decreased by 6.5% in 2024 compared to 2023. The unit sales price of hot rolled products, which accounted for 32.5% of total sales volume of such products, decreased by 3.8% in 2024 compared to 2023. The unit sales price of cold rolled products, which accounted for 35.4% of total sales volume of such products, decreased by 3.1% in 2024 compared to 2023. The unit sales price of wire rods, which accounted for 5.2% of total sales volume of such products, decreased by 1.2% in 2024 compared to 2023.

The table below sets out the average unit sales prices for our semi-finished and finished steel products produced by us and directly sold to external customers for the periods indicated.

	For the Year Ended December 31,
Products	2022			2023			2024
	(In thousands of Won per ton)
Cold rolled products		W	1,254		W	1,218		W	1,180
Hot rolled products			1,058			935			900
Stainless steel products			3,686			3,192			2,985
Plates			1,224			1,056			953
Wire rods			1,267			1,112			1,098
Silicon steel sheets			2,099			2,030			1,848
Average ^(1)^		W	1,436		W	1,273		W	1,218
(1)	“Average” prices are based on the weighted average, by sales volume, of our sales for the listed principal products produced by us and directly sold to external customers. See “Item 4. Information on the Company — Item 4.B. Business Overview — Steel Segment — Major Products.” The average unit sales price calculation does not include sales results of steel products categorized as “others.”
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Costs and Production Efficiency

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

	For the Year Ended December 31,
	2022			2023			2024
	(Percentage of revenue)
Cost of sales		91.0	%		91.7	%		92.5	%
Selling and administrative expenses		3.3			3.7			4.4
Gross profit margin^(1)^		9.0			8.3			7.5
Operating profit margin^(2)^		5.1			3.6			2.0
(1)	Ratio of gross profit to revenue.
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(2)	Ratio of operating profit to revenue.
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We are closely monitoring changes in market conditions and we implemented the following measures in recent years to improve our profit margins:

•	pursuing cost reduction through enhancing product designs, improving productivity and reducing fixed costs;
•	focusing on marketing activities to increase the sales of higher margin, higher value-added products and to strengthen our domestic market position;
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•	pursuing synergies among member companies of the POSCO Group through corporate restructurings; and
---	---
•	establishing a special sales committee to more effectively respond to changes in market trends and preparing responses to various scenarios of future sales.
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Production capacity represents our maximum production capacity that can be achieved with an optimal level of operations of our facilities. The table below sets out certain information regarding our production capacity and efficiency in the production of steel products for the periods indicated.

	For the Year Ended<br>December 31,
	2022			2023			2024
Crude steel and stainless steel production capacity (million tons per year)		45.3			45.3			45.1
POSCO		40.7			40.7			40.5
PT. Krakatau POSCO		3.0			3.0			3.0
POSCO (Zhangjiagang)		1.1			1.1			1.1
POSCO YAMATO VINA		0.6			0.6			0.6
Actual crude steel and stainless steel output (million tons)^^		38.6			39.9			39.2
POSCO		34.2			35.7			35.0
PT. Krakatau POSCO		3.0			3.0			3.0
POSCO (Zhangjiagang)		1.0			0.8			0.8
POSCO YAMATO VINA		0.4			0.4			0.5
Capacity utilization rate (%)		85.2	%		88.1	%		87.1	%
POSCO		84.1	%		87.7	%		86.6	%
PT. Krakatau POSCO		101.0	%		100.5	%		100.3	%
POSCO (Zhangjiagang)		89.9	%		76.3	%		69.8	%
POSCO YAMATO VINA		72.2	%		75.5	%		88.2	%

Exchange Rate Fluctuations

Our consolidated financial statements are prepared from our local currency denominated financial results, assets and liabilities and our subsidiaries around the world, which are then translated into Won. A substantial proportion of our consolidated financial results is accounted for in currencies other than the Won. Accordingly, our consolidated financial results and assets and liabilities may be materially affected by changes in the exchange rates of foreign currencies. In 2024, 62.8% of the Steel Segment’s total revenue was in overseas markets outside of Korea. To the extent that we incur costs in one currency and make sales in another, our profit margins may be affected by changes in the exchange rates between the two currencies. Since the currency in which sales are recognized may not be the same as the currency in which expenses are incurred, foreign exchange rate fluctuations may materially affect our results of operations. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes:

•	an increase in the amount of Won required for us to make interest and principal payments on our foreign currency-denominated debt;
•	an increase in Won terms in the costs of raw materials and equipment that we purchase from overseas sources and a substantial portion of our freight costs, which are denominated primarily in U.S. dollars; and
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•	foreign exchange translation losses on foreign currency-denominated liabilities, which lower our earnings for accounting purposes.

Appreciation of the Won against major currencies, on the other hand, causes:

•	our export products to be less competitive by raising our prices in U.S. dollar, Yen and Yuan terms; and
•	a reduction in net sales and trade accounts and notes receivables in Won from export sales, which are primarily denominated in U.S. dollars and to a lesser extent in Yen and Yuan.
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The overall net impact from fluctuations of the Won against major currencies is difficult to estimate and varies from year to year. We strive to naturally offset our foreign exchange risk by matching foreign currency receivables with our foreign currency payables and our overseas subsidiaries have sought to further mitigate the adverse impact of exchange rate fluctuations by conducting business transactions in the local currency of the respective market in which the transactions occur. In particular, POSCO International’s exposure to fluctuations in exchange rates, including the Won/U.S. dollar exchange rate, is limited because trading transactions typically involve matched purchase and sale contracts, which result in limited settlement exposure, and because POSCO International’s contracts with domestic suppliers of products for export and with domestic purchasers of imported products are generally denominated in U.S. dollars. Although the impact of exchange rate fluctuations is partially mitigated by such strategies, we and our subsidiaries, particularly POSCO International and POSCO E&C, also periodically enter into derivative contracts, primarily foreign currency swaps and forward exchange contracts, to further hedge some of our foreign exchange risks. However, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future.

Recent Accounting Changes

For a discussion of new standards, interpretations and amendments to existing standards that have been published, see Note 2 to the Consolidated Financial Statements.

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

In addition to preparing consolidated financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare consolidated financial statements in accordance with K-IFRS as adopted by the Korea Accounting Standards Board, which we are required to file with the Financial Services Commission and the Korea Exchange under the FSCMA.

K-IFRS differs in certain respects from IFRS as issued by the IASB in the presentation of operating profit. In addition, under K-IFRS, revenue from the development and sale of real estate is recognized using the percentage of completion method. However, under IFRS as issued by the IASB, revenue from the development and sale of certain real estate is recognized when an individual unit of residential real estate is delivered to the buyer. As a result, our consolidated statements of comprehensive income and our consolidated statements of financial position prepared in accordance with IFRS as issued by the IASB included in this annual report differ from our consolidated statements of comprehensive income and consolidated statements of financial position prepared in accordance with K-IFRS.

The table below sets forth a reconciliation of our operating profit and net income or loss as presented in our consolidated statements of comprehensive income prepared in accordance with IFRS as issued by the IASB for each of the years ended December 31, 2022, 2023 and 2024 to our operating profit and net income or loss in our consolidated statements of comprehensive income prepared in accordance with K-IFRS, for each of the corresponding years, taking into account such differences:

	For the Year Ended December 31,
	2022				2023				2024
	(In billions of Won)
Operating profit under IFRS as issued by the IASB		W	4,342			W	2,738			W	1,452
Additions:
Other bad debt expenses			15				291				69
Loss on disposals of assets held for sale			4				103				34
Loss on disposals of investments in subsidiaries, associates and joint ventures			12				18				73
Loss on disposals of property, plant and equipment			111				126				85
Impairment loss on property, plant and equipment			213				276				608
Impairment loss on intangible assets			371				130				48
Loss on valuation of firm commitment			156				47				40
Idle tangible asset expenses			18				4				3
Increase to provisions			89				38				85
Donations			81				67				75
Others			69				94				63
Total			1,138				1,196				1,184
Deductions:
Recovery of allowance for other bad debt accounts			(5	)			(8	)			(18	)
Gain on disposals of investment in subsidiaries, associates and joint ventures			(14	)			(197	)			(14	)
Gain on disposals of property, plant and equipment			(19	)			(9	)			(27	)
Gain on valuation of firm commitment			(182	)			(11	)			(47	)
Reversal of other provisions			(5	)			(9	)			(16	)
Gain on insurance claim			(238	)			(13	)			(158	)
Gain on bargain purchases			—				(41	)			—
Gain on disposal of emission rights			(5	)			(26	)			(0	)
Others			(129	)			(88	)			(108	)
Total			(597	)			(402	)			(387	)
Revenue recognition related to development and sale of real estate			(253	)			71				(771	)
Cost of sales recognition related to development and sale of real estate			220				(71	)			696
Operating profit under K-IFRS		W	4,850			W	3,531			W	2,174
Profit under IFRS as issued by the IASB		W	3,586			W	1,846			W	1,005
Adjustments related to development and sale of real estate:
Revenue			(253	)			71				(771	)
Cost of sales			220				(71	)			696
Income tax expense			8				0				17
Profit under K-IFRS		W	3,560			W	1,846			W	948

Operating Results – 2023 Compared to 2024

The following table presents our consolidated statement of comprehensive income information and changes therein for 2023 and 2024.

								Changes
	For the Year Ended December 31,							2023 versus 2024
	2023			2024				Amount				%
	(In billions of Won)
Revenue		W	77,057		W	73,459			W	(3,597	)		(4.7	)
Cost of sales			70,639			67,971				(2,668	)		(3.8	)
Gross profit			6,417			5,488				(929	)		(14.5	)
Selling and administrative expenses:
Other administrative expenses^(1)^			2,652			3,004				353			13.3
Selling expenses			234			235				1			0.6
Other operating income and expenses:
Other operating income^(2)^			402			387				(15	)		(3.7	)
Other operating expenses^(3)^			1,196			1,184				(12	)		(1.0	)
Operating profit			2,738			1,452				(1,286	)		(47.0	)
Share of profit (loss) of equity-accounted investees, net			270			(256	)			(526	)		N.A.	^(4)^
Finance income			3,831			5,212				1,381			36.0
Finance costs			4,203			5,081				878			20.9
Profit before income taxes			2,635			1,326				(1,309	)		(49.7	)
Income tax expense			789			321				(468	)		(59.3	)
Profit			1,846			1,005				(841	)		(45.6	)
Profit attributable to owners of the controlling company			1,698			1,125				(573	)		(33.7	)
Profit attributable to non-controlling interests			148			(120	)			(268	)		N.A.	^(4)^
(1)	In 2023, includes reversal of impairment loss on trade accounts and notes receivable of Won 18 billion.
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(2)	In 2023, includes recovery of allowance for other bad debt accounts of Won 8 billion.
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(3)	In 2023, includes other bad debt expenses of Won 291 billion (including impairment loss on other receivables of Won 284 billion).
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(4)	N.A. means not applicable.
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Revenue

The following table presents our revenue by segment and changes therein for 2023 and 2024.

									Changes
	For the Year Ended December 31,								2023 versus 2024
	2023				2024				Amount				%
	(In billions of Won)
Steel Segment:
External revenue		W	40,393			W	39,104			W	(1,289	)		(3.2	)
Internal revenue			23,145				23,097				(49	)		(0.2	)
Sub-total			63,539				62,201				(1,338	)		(2.1	)
Infrastructure Business — Trading Segment
External revenue			24,034				22,804				(1,230	)		(5.1	)
Internal revenue			18,910				20,099				1,189			6.3
Sub-total			42,944				42,903				(40	)		(0.1	)
Infrastructure Business — Construction Segment
External revenue			8,301				7,473				(828	)		(10.0	)
Internal revenue			1,966				2,357				390			19.8
Sub-total			10,268				9,830				(438	)		(4.3	)
Infrastructure Business — Logistics and Others Segment
External revenue			471				422				(49)			(10.4	)
Internal revenue			3,475				3,717				242			7.0
Sub-total			3,946				4,139				193			4.9
Secondary Battery Materials Segment
External revenue			3,816				2,813				(1,003	)		(26.3	)
Internal revenue			1,006				1,017				11			1.1
Sub-total			4,822				3,830				(992	)		(20.6	)
Others Segment:
External revenue			113				73				(40	)		(35.2	)
Internal revenue			1,450				2,038				589			40.6
Sub-total			1,562				2,111				549			35.1
Total revenue prior to consolidation adjustments			127,080				125,014				(2,066	)		(1.6	)
Consolidation adjustments			(49,953	)			(52,326	)			2,373			4.8
Basis difference adjustments^(1)^			(71	)			771				842			N.A.	^(2)^
Revenue		W	77,057			W	73,459				(3,597	)		(4.7	)
(1)	Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of the Infrastructure Business in connection with the development and sales of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.
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(2)	N.A. means not applicable.
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Our revenue decreased by 4.7%, or Won 3,597 billion, from Won 77,057 billion in 2023 to Won 73,459 billion in 2024 due to decreases in external revenues of each of our segments, particularly external revenues of the Steel Segment, the Trading Segment of the Infrastructure Business, the Secondary Battery Materials Segment and the Construction Segment of the Infrastructure Business. Specifically:

Steel Segment.

External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 3.2%, or Won 1,289 billion, from Won 40,393 billion in 2023 to Won 39,104 billion in 2024 due to a decrease in the average unit sales price per ton of our principal steel products, which was offset in part by an increase in the sales volume of our principal steel products. The weighted average unit sales price per

ton of the principal steel products produced by us and directly sold to external customers decreased by 4.3% from Won 1,272,754 per ton in 2023 to Won 1,217,705 per ton in 2024 primarily due to continued weakness in global economic conditions, which impact was offset in part by depreciation of the Won against the U.S. dollar in 2024 that increased our export prices in Won terms during 2024. On the other hand, the overall sales volume of our principal steel products increased by 1.1%, from 28.8 million tons in 2023 to 29.2 million tons in 2024. Such factors were principally attributable to the following:

•

The unit sales price in Won of each of our principal product lines decreased from 2023 to 2024. The unit sales prices in Won of plates, silicon steel sheets, stainless steel products, hot rolled products, cold rolled products and wire rods decreased by 9.8%, 8.9%, 6.5%, 3.8%, 3.1% and 1.2%, respectively, from 2023 to 2024. For a discussion of changes in the unit sales prices of each of our principal product lines, see “— Overview — Sales Volume, Unit Prices and Product Mix” above.

•

The sales volume of silicon steel sheets, cold rolled products, stainless steel products and plates increased by 19.6%, 5.7%, 2.0% and 0.6%, respectively, from 2023 to 2024. On the other hand, the sales volume of wire rods and hot rolled products decreased by 5.9% and 3.2%, respectively, from 2023 to 2024. For a discussion of changes in the sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Steel Segment — Major Products.”

---

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, decreased by 2.1%, or Won 1,338 billion, from Won 63,539 billion in 2023 to Won 62,201 billion in 2024 as internal revenue from inter-company transactions decreased by 0.2%, or Won 49 billion, from Won 23,145 billion in 2023 to Won 23,097 billion in 2024 primarily due to a decrease in the sale prices of steel products sold through trading subsidiaries.

Trading Segment of the Infrastructure Business.

External revenue from the Trading Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 5.1%, or Won 1,230 billion, from Won 24,034 billion in 2023 to Won 22,804 billion in 2024 primarily due to decreases in the prices of steel products traded by POSCO International and the trading volume of non-steel products traded by POSCO International reflecting deterioration in global economic conditions, the aggregate impact of which was offset in part by (i) depreciation of the Won against the U.S. dollar in 2024 that increased our export prices in Won terms during 2024 and (ii) increase in the sales volume of steel products traded by POSCO International.
Total revenue from the Trading Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 0.1%, or Won 40 billion, from Won 42,944 billion in 2023 to Won 42,903 billion in 2024 as internal revenue from inter-company transactions increased by 6.3%, or Won 1,189 billion, from Won 18,910 billion in 2023 to Won 20,099 billion in 2024 primarily due to increases in the volume of steel products traded as inter-company transactions.

Construction Segment of the Infrastructure Business.

External revenue from the Construction Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation and basis difference adjustments, decreased by 10.0%, or Won 828 billion, from Won 8,301 billion in 2023 to Won 7,473 billion in 2024 primarily due to decreases in external revenues from plant construction projects and infrastructure projects.
Total revenue from the Construction Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 4.3%, or Won 438 billion, from Won 10,268 billion in 2023 to Won 9,830 billion in 2024 as internal revenue from inter-company transactions increased by 19.8%, or Won 390 billion, from Won 1,966 billion in 2023 to Won

2,357 billion in 2024 primarily due to an increase in the construction activities for member companies of the POSCO Group from 2023 to 2024.

Logistics and Others Segment of the Infrastructure Business.

External revenue from the Logistics and Others Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 10.4%, or Won 49 billion, from Won 471 billion in 2023 to Won 422 billion in 2024, primarily due to a decrease in revenue from automation of logistical operation services provided by POSCO DX to its external customers following general slowdowns in economic activity.
Total revenue from the Logistics and Others Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, increased by 4.9%, or Won 193 billion, from Won 3,946 billion in 2023 to Won 4,139 billion in 2024 as internal revenue from inter-company transactions increased by 7.0%, or Won 242 billion, from Won 3,475 billion in 2023 to Won 3,717 billion in 2024 primarily due to an increase in inter-company transactions as a result of the integration of the secondary battery related logistics activities.

Secondary Battery Materials Segment.

External revenue from the Secondary Battery Materials Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 26.3%, or Won 1,003 billion, from Won 3,816 billion in 2023 to Won 2,813 billion in 2024, primarily due to a decrease in sales of anode and cathode materials used, among others, in the production of electric batteries. Global demand for electric vehicles has decreased in recent years, which in turn decreased demand for anode and cathode materials from our key customers in 2024 compared to 2023.
Total revenue from the Secondary Battery Materials Segment, which includes internal revenue from inter-company transactions, decreased by 20.6%, or Won 992 billion, from Won 4,822 billion in 2023 to Won 3,830 billion in 2024 as internal revenue from inter-company transactions increased by 1.1%, or Won 11 billion, from Won 1,006 billion in 2023 to Won 1,017 billion in 2024 primarily due to an increase in POSCO Future M’s revenue from sales of scrap, refractory drying and repair services to member companies of the POSCO group from 2023 to 2024.

Others Segment.

External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 35.2%, or Won 40 billion, from Won 113 billion in 2023 to Won 73 billion in 2024, primarily due to a decrease in dividend income following disposals of certain of our investments in financial companies.
Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, increased by 35.1%, or Won 549 billion, from Won 1,562 billion in 2023 to Won 2,111 billion in 2024 as internal revenue from inter-company transactions increased by 40.6%, or Won 589 billion, from Won 1,450 billion in 2023 to Won 2,038 billion in 2024 primarily due to an increase in dividend payments from our subsidiaries.

Cost of Sales

Our cost of sales decreased by 3.8%, or Won 2,668 billion, from Won 70,639 billion in 2023 to Won 67,971 billion in 2024 primarily due to decreases in the average prices in Won terms of some of our key raw materials for POSCO, the impact of which was partially offset by (i) depreciation of the Won against the U.S. dollar, which increased the price of our imported raw materials in Won terms and (ii) an increase in the production volume of finished steel products sold by us. With respect to the principal raw materials for our steel products, the average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts) decreased from US$296 in 2023 to US$240 in 2024. In addition, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) decreased from US$120 in 2023 to US$109 in 2024.

Gross Profit

Our gross profit decreased by 14.5%, or Won 929 billion, from Won 6,417 billion in 2023 to Won 5,488 billion in 2024 primarily due to (i) a decrease in the average unit sales price in Won terms of the steel products sold by us that outpaced a decrease in the average prices in Won terms of the principal raw materials used to manufacture such products, (ii) a decrease in gross profit from POSCO Future M reflecting a slowdown in demand for anode materials, (iii) a decrease in POSCO E&C’s participation in higher margin plant and architectural works construction projects in 2024, and (iv) a decrease in gross profit from POSCO International’s trading activities. Our gross profit margin, which is gross profit as a percentage of revenue, decreased from 8.3% in 2023 to 7.5% in 2024.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2023 and 2024.

								Changes
	For the Year Ended December 31,							2023 versus 2024
	2023				2024			Amount				%
	(In billions of Won)
Freight and custody expenses		W	56			W	35			(21	)		(37.8	)
Sales commissions			68				102			34			49.9
Sales promotion			10				10			0			4.0
Sales insurance premium			32				32			1			1.6
Contract cost			46				35			(11	)		(23.9	)
Others			23				21			(2	)		(7.0	)
Total selling expenses		W	234			W	235			1			0.6
Wages and salaries		W	1,156			W	1,212		W	56			4.8
Expenses related to post-employment benefits			93				136			44			47.0
Other employee benefits			273				300			27			9.9
Travel			48				48			(0	)		(0.6	)
Depreciation			160				174			14			8.6
Amortization			96				113			17			17.8
Taxes and public dues			101				95			(6	)		(5.9	)
Rental			48				45			(3	)		(5.8	)
Advertising			107				102			(5	)		(4.6	)
Research and development			175				208			32			18.5
Service fees			235				269			34			14.4
Bad debt expenses (reversal)			(18	)			134			152			N.A.	^(1)^
Others			177				169			(8	)		(4.8	)
Total other administrative expenses		W	2,652			W	3,004			353			13.3
Total selling and administrative expenses		W	2,885			W	3,239			354			12.3
(1)	N.A. means not applicable.
---	---

Our selling and administrative expenses increased by 12.3%, or Won 354 billion, from Won 2,885 billion in 2023 to Won 3,239 billion in 2024 primarily due to (i) recognition of reversal of impairment loss on trade accounts and notes receivable in 2023 compared to bad debt expenses recognized on trade accounts and notes receivable in 2024 and (ii) increases in wages and salaries and expenses related to post-employment benefits, the impact of which was partially offset by a decrease in freight and custody expenses. Such factors were principally attributable to the following:

•	In 2023, we recognized reversal of impairment loss on trade accounts and notes receivable of Won 18 billion that primarily related to trading activities of POSCO International. In 2024, we recognized bad debt expenses on trade accounts and notes receivable of Won 134 billion that primarily related to construction activities of POSCO E&C.

•	Our wages and salaries increased by 4.8%, or Won 56 billion, from Won 1,156 billion in 2023 to Won 1,212 billion in 2024 primarily due to increases in wage levels.
•	Our expenses related to post-employment benefits increased by 47.0%, or Won 44 billion, from Won 93 billion in 2023 to Won 136 billion in 2024 primarily due to the implementation of voluntary retirement programs at certain of our sales subsidiaries in 2024.
---	---
•	Our freight and custody expenses decreased by 37.8%, or Won 21 billion, from Won 56 billion in 2023 to Won 35 billion in 2024 primarily due to a general decrease in freight unit shipping prices.
---	---

Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and changes therein for 2023 and 2024.

							Changes
	For the Year Ended December 31,						2023 versus 2024
	2023			2024			Amount				%
	(In billions of Won)
Recovery of allowance for other bad debt accounts		W	8		W	18		W	10			136.6
Gain on disposals of investments in subsidiaries, <br>associates and joint ventures			197			14			(183)			(92.8	)
Gain on disposals of property, plant and equipment			9			27			17			182.7
Gain on valuation of firm commitment			11			47			35			308.0
Reversal of other provisions			9			16			7			84.6
Gain on insurance claim			13			158			144			1,101.1
Gain on bargain purchase			41			—			(41)			(100.0	)
Gain on disposal of emission rights			26			0			(26)			(100.0	)
Others			88			108			20			23.2
Total other operating income		W	402		W	387			(15	)		(3.7	)

Our other operating income decreased by 3.7%, or Won 15 billion, from Won 402 billion in 2023 to Won 387 billion in 2024 primarily due to decreases in gain on disposals of investments in subsidiaries, associates and joint ventures and gain on bargain purchase, the impact of which was partially offset by increases in gain on insurance claim and gain on valuation of firm commitment. Such factors were principally attributable to the following:

•	Our gain on disposals of investments in subsidiaries, associates and joint ventures decreased significantly by 92.8%, or Won 183 billion, from Won 197 billion in 2023 to Won 14 billion in 2024. In 2023, such gain related primarily to our recognition of Won 185 billion of gain on disposal of investments in associates related to reclassification of QSONE Co., Ltd. as a consolidated subsidiary following our acquisition of the remaining 50% of its shares, which had been previously classified as an investment in associates.
•	We recognized gain on bargain purchase of Won 41 billion in 2023 related to our acquisition of additional shares of QSONE Co., Ltd. as described above, compared to no such gain in 2024.
---	---
•	Our gain on insurance claim increased by 1,101.1%, or Won 144 billion, from Won 13 billion in 2023 to Won 158 billion in 2024 primarily due to significant insurance payments received in 2024 in relation to the flooding caused by Typhoon Hinnamnor at Pohang Works’ facilities in September 2022 compared to no such payments in 2023.
---	---
•	Our gain on valuation of firm commitment increased by 308.0%, or Won 35 billion, from Won 11 billion in 2023 to Won 47 billion in 2024 primarily due to increases in the prices of non-ferrous metals relating to certain of our firm commitments.
---	---

The following table presents a breakdown of our other operating expenses and changes therein for 2023 and 2024.

							Changes
	For the Year Ended December 31,						2023 versus 2024
	2023			2024			Amount				%
	(In billions of Won)
Other bad debt expenses^(1)^		W	291		W	69		W	(222	)		(76.3	)
Loss on disposals of assets held for sale			103			34			(69	)		(67.2	)
Loss on disposals of investments in subsidiaries, associates and joint ventures			19			73			55			289.7
Loss on disposals of property, plant and equipment			126			85			(41	)		(32.3	)
Impairment loss on property, plant and equipment			276			608			332			120.5
Impairment loss on intangible assets			130			48			(82	)		(63.1	)
Loss on valuation of firm commitment			47			40			(7	)		(14.9	)
Idle tangible asset expenses			4			3			(1	)		(17.7	)
Increase to provisions			38			85			46			120.6
Donations			67			75			8			11.7
Others			94			63			(31	)		(32.8	)
Total other operating expenses		W	1,196		W	1,184			(12	)		(1.0	)
(1)	In 2023, includes impairment loss on other receivables of Won 284 billion.
---	---

Our other operating expenses decreased by 1.0%, or Won 12 billion, from Won 1,196 billion in 2023 to Won 1,184 billion in 2024 primarily due to decreases in other bad debt expenses, impairment loss on intangible assets and loss on disposals of assets held for sale, the impact of which was substantially offset by an increase in impairment loss on property, plant and equipment. Such factors were principally attributable to the following:

•	Our other bad debt expenses decreased by 76.3%, or Won 222 billion, from Won 291 billion in 2023 to Won 69 billion in 2024. In 2023, such impairment loss related primarily to projects of FQM Australia Nickel. In 2024, such impairment loss related primarily to loans and other accounts receivables of POSCO International, POSCO E&C and POSCO Canada Ltd.
•	Our impairment loss on intangible assets decreased by 63.1%, or Won 82 billion, from Won 130 billion in 2023 to Won 48 billion in 2024. In 2023, POSCO Canada Ltd. recognized impairment loss on intellectual property rights of Won 89 billion related to its investment-in-kind of the assets and liabilities of Greenhills Mine Unincorporated Joint Venture to a new partnership established by Teck Coal Partnership. In 2024, our impairment loss on intangible assets related primarily to impairment losses on goodwill relating to POSCO VST Co., Ltd.
---	---
•	Our loss on disposals of assets held for sale decreased by 67.2%, or Won 69 billion, from Won 103 billion in 2023 to Won 34 billion in 2024. In 2023, such loss on disposal of assets held for sale related primarily to our disposal of CSP – Compania Siderurgica do Pecem. In 2024, such loss on disposals of assets held for sale primarily related to the disposal of POSCO Canada Ltd.’s interest in the Greenhills Mine Unincorporated Joint Venture.
---	---
•	Our impairment loss on property, plant and equipment increased by 120.5%, or Won 332 billion, from Won 276 billion in 2023 to Won 608 billion in 2024. In 2023, such impairment loss primarily related to termination of operations of certain lithium production facilities located in Gwangyang and Argentina. In 2024, such impairment loss primarily related to impairment losses on certain anode and cathode materials facilities that were in long-term idle status or that did not meet anticipated economic performance.
---	---

Operating Profit

Due to the factors described above, our operating profit decreased by 47.0%, or Won 1,286 billion, from Won 2,738 billion in 2023 to Won 1,452 billion in 2024. Our operating profit margin, which is operating profit as a percentage of revenue, decreased from 3.6% in 2023 to 2.0% in 2024.

Share of Profit (Loss) of Equity-Accounted Investees

We recorded share of profit of equity-accounted investees (net) of Won 270 billion in 2023 and share of loss of equity-accounted investees (net) of Won 256 billion in 2024.

In 2023, we recognized a net gain from our proportionate share of equity-accounted investees of Won 270 billion primarily due to our share of gains of Won 292 billion from Roy Hill Holdings Pty Ltd., Won 50 billion from South-East Asia Gas Pipeline Company Ltd., Won 39 billion from AES Mong Duong Power Company Limited and Won 35 billion from POSCO-NPS Niobium LLC, the aggregate impact of which was partially offset by our share of loss of Won 112 billion of FQM Australia Holdings Pty Ltd. and Won 82 billion of SNNC. See Note 11 to the Consolidated Financial Statements.

In 2024, we recognized a net loss from our proportionate share of equity-accounted investees of Won 256 billion primarily due to our share of losses of Won 266 billion from NCR LLC, Won 117 billion from Zhejiang Huayou-POSCO ESM Co., Ltd., Won 62 billion from SNNC and Won 49 billion from HBIS-POSCO Automotive Steel Co., Ltd., the aggregate impact of which was partially offset by our share of gain of Won 203 billion from Roy Hill Holdings Pty Ltd. See Note 11 to the Consolidated Financial Statements.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2023 and 2024.

							Changes
	For the Year Ended December 31,						2023 versus 2024
	2023			2024			Amount				%
	(In billions of Won)
Interest income		W	502		W	577		W	75			14.9
Dividend income			50			77			27			53.4
Gain on foreign currency transactions			1,661			1,420			(241	)		(14.5	)
Gain on foreign currency translations			293			1,188			895			305.9
Gain on derivatives transactions			333			438			105			31.5
Gain on valuations of derivatives			201			899			697			346.8
Gain on disposals of financial assets at fair value through profit or loss			204			165			(39	)		(19.3	)
Gain on valuations of financial assets at fair value through profit or loss			572			201			(371	)		(64.9	)
Gain on valuations of financial liabilities at fair value through profit or loss			—			239			239			N.A.	^(1)^
Others			15			9			(6	)		(38.5	)
Total finance income		W	3,831		W	5,212			1,381			36.0
Interest expenses		W	1,001		W	1,052		W	50			5.0
Loss on foreign currency transactions			1,595			1,448			(147	)		(9.2	)
Loss on foreign currency translations			706			1,900			1,195			169.2
Loss on derivatives transactions			320			318			(2	)		(0.8	)
Loss on valuations of derivatives			77			109			31			40.2
Loss on disposal of trade accounts and notes receivable			85			83			(2	)		(2.4	)
Loss on disposals of financial assets at fair value through profit or loss			13			28			15			110.0
Loss on valuations of financial assets at fair value through profit or loss			51			81			29			57.0
Loss on valuations of financial liabilities at fair value through profit or loss			306			—			306			(100.0	)
Others			48			63			15			31.9
Total finance costs		W	4,203		W	5,081			878			20.9
(1)	N.A. means not applicable.
---	---

Our net loss on foreign currency translations increased by 72.5%, or Won 300 billion, from Won 413 billion in 2023 to Won 713 billion in 2024, as the Won depreciated against the U.S. dollar at year-end in 2023 and further depreciated (to a much greater extent) at year-end in 2024. In terms of the Market Average Exchange Rate, the Won depreciated against the U.S. dollar from Won 1,267.3 to US$1.00 as of December 31, 2022 to Won 1,289.4 to US$1.00 as of December 31, 2023, and further depreciated to Won 1,470.0 to US$1.00 as of December 31, 2024. In addition, we recognized net gain on foreign currency transactions of Won 65 billion in 2023 compared to net loss on foreign currency transactions of Won 28 billion in 2024, as the average value of the Won against the U.S. dollar depreciated in 2023 and further depreciated (to a greater extent) in 2024. The Market Average Exchange Rate, which was Won 1,267.3 to US$1.00 as of December 31, 2022, depreciated during 2023 to an average of Won 1,305.4 to US$1.00 in 2023 and further depreciated during 2024 to an average of Won 1,364.0 to US$1.00 in 2024. Against such fluctuations, our net gain on valuations of derivatives increased by 538.7%, or Won 666 billion, from Won 124 billion in 2023 to Won 790 billion in 2024, and our net gain on derivatives transactions increased by 836.5%, or Won 107 billion, from Won 13 billion in 2023 to Won 120 billion in 2024.

Our net gain on valuations of financial assets at fair value through profit or loss decreased by 76.9%, or Won 400 billion, from Won 521 billion in 2023 to Won 121 billion in 2024. In 2023, we recognized such net gain as interest rates in Korea generally increased in the first half of the year before stabilizing in the second half of the year, which in turn resulted in a gain on valuation of financial assets. In 2024, such net gain decreased primarily due to a decrease in the volume of short-term financial products held.

We recognized net loss on valuations of financial liabilities at fair value through profit or loss of Won 306 billion in 2023 compared to net gain on valuations of financial liabilities at fair value through profit or loss of Won 239 billion in 2024. In 2023, we recognized such net loss as the market price of our shares into which the exchangeable bonds we had issued increased, which in turn resulted in a loss on valuation of financial liabilities. In 2024, we recognized a net gain as the market price of our shares decreased, which in turn resulted in a gain on valuation of financial liabilities.

Our interest income increased by 14.9%, or Won 75 billion, from Won 502 billion in 2023 to Won 577 billion in 2024 primarily due to an increase in our average balance of interest-earning financial assets, which impact was partially offset by a general decrease in interest rates in Korea and abroad.

Our interest expenses increased by 5.0%, or Won 50 billion, from Won 1,001 billion in 2023 to Won 1,052 billion in 2024 primarily due to re-financing of matured borrowings at higher interest rates than the original interest rates of such borrowings.

Profit before Income Taxes

Due to the factors described above, our profit before income taxes decreased by 49.7%, or Won 1,309 billion, from Won 2,635 billion in 2023 to Won 1,326 billion in 2024.

The following table presents our profit and loss by segment, prior to adjusting for goodwill and corporate fair value adjustments, elimination of inter-segment losses (profits), income tax expense and basis difference, and changes therein for 2023 and 2024.

									Changes
	For the Year Ended December 31,								2023 versus 2024
	2023				2024				Amount				%
	(In billions of Won)
Steel Segment		W	1,241			W	691			W	(550	)		(44.3	)
Infrastructure Business — Trading Segment			724				537				(187	)		(25.9	)
Infrastructure Business — Construction Segment			183				(194	)			(378	)		N.A.	^(1)^
Infrastructure Business — Logistics and Others Segment			171				104				(67	)		(39.2	)
Materials of Secondary Battery Segment			(236	)			(635	)			(399	)		169.5
Others Segment			827				1,596				769			92.9
Goodwill and corporate fair value adjustments			172				(65	)			(237	)		N.A.	^(1)^
Elimination of inter-segment profit			(1,238	)			(1,087	)			151			(12.2	)
Income tax expense			789				321				(468	)		(59.3	)
Basis difference adjustments^(1)^			0				75				75			27,483.1
Profit before income taxes		W	2,635			W	1,326				(1,309	)		(49.7	)
(1)	Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of the Infrastructure Business in connection with the development and sales of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.
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Income Tax Expense

Our income tax expense decreased by 59.3%, or Won 468 billion, from Won 789 billion in 2023 to Won 321 billion in 2024, primarily due to the decrease in profit before income tax. Our effective tax rate decreased from 30.0% in 2023 to 24.2% in 2024. See Note 35 to the Consolidated Financial Statements.

In 2023, our effective tax rate of 30.0% was higher than the statutory rate of 26.4% primarily due to Won 151 billion of income tax expense resulting from tax audits of us and our subsidiaries.

Profit

Due to the factors described above, our profit decreased by 45.6%, or Won 841 billion, from Won 1,846 billion in 2023 to Won 1,005 billion in 2024. Our profit margin, which is profit as a percentage of revenue, decreased from 2.4% in 2023 to 1.4% in 2024.

Operating Results – 2022 Compared to 2023

The following table presents our consolidated statement of comprehensive income information and changes therein for 2022 and 2023.

							Changes
	For the Year Ended December 31,						2022 versus 2023
	2022			2023			Amount				%
	(In billions of Won)
Revenue		W	85,004		W	77,057		W	(7,947	)		(9.3	)
Cost of sales			77,321			70,639			(6,682	)		(8.6	)
Gross profit			7,682			6,417			(1,265	)		(16.5	)
Selling and administrative expenses:
Other administrative expenses^(1)^			2,505			2,652			147			5.9
Selling expenses			294			234			(61	)		(20.7	)
Other operating income and expenses:
Other operating income^(2)^			597			402			(195	)		(32.7	)
Other operating expenses^(3)^			1,139			1,196			57			5.0
Operating profit			4,342			2,738			(1,604	)		(36.9	)
Share of profit of equity-accounted investees, net			676			270			(407	)		(60.1	)
Finance income			4,834			3,831			(1,003	)		(20.8	)
Finance costs			5,804			4,203			(1,601	)		(27.6	)
Profit before income tax			4,047			2,635			(1,412	)		(34.9	)
Income tax expense			462			789			328			71.0
Profit			3,586			1,846			(1,740	)		(48.5	)
Profit attributable to owners of the controlling company			3,158			1,698			(1,459	)		(46.2	)
Profit attributable to non-controlling interests			428			148			(281	)		(65.5	)
(1)	Includes impairment loss on trade accounts and notes receivable of Won 25 billion in 2022 and reversal of impairment loss on trade accounts and notes receivable of Won 18 billion in 2023.
---	---
(2)	Includes recovery of allowance for other bad debt accounts of Won 5 billion in 2022 and Won 8 billion in 2023.
---	---
(3)	Includes other bad debt expenses of Won 15 billion (including impairment loss on other receivables of Won 10 billion) in 2022 and other bad debt expenses of Won 291 billion (including impairment loss on other receivables of Won 284 billion) in 2023.
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Revenue

The following table presents our revenue by segment and changes therein for 2022 and 2023.

									Changes
	For the Year Ended December 31,								2022 versus 2023
	2022				2023				Amount				%
	(In billions of Won)
Steel Segment:
External revenue		W	44,547			W	40,393			W	(4,154	)		(9.3	)
Internal revenue			26,103				23,145				(2,957	)		(11.3	)
Sub-total			70,650				63,539				(7,111	)		(10.1	)
Infrastructure Business — Trading Segment
External revenue			29,518				24,034				(5,484	)		(18.6	)
Internal revenue			23,678				18,910				(4,768	)		(20.1	)
Sub-total			53,196				42,944				(10,252	)		(19.3	)
Infrastructure Business — Construction Segment
External revenue			7,668				8,301				633			8.3
Internal revenue			1,218				1,966				749			61.5
Sub-total			8,885				10,268				1,382			15.6
Infrastructure Business — Logistics and Others Segment
External revenue			436				471				35			8.0
Internal revenue			3,383				3,475				92			2.7
Sub-total			3,820				3,946				126			3.3
Secondary Battery Materials Segment
External revenue			2,452				3,816				1,364			55.6
Internal revenue			937				1,006				69			7.4
Sub-total			3,389				4,822				1,433			42.3
Others Segment:
External revenue			129				113				(16	)		(12.4	)
Internal revenue			1,040				1,450				409			39.4
Sub-total			1,170				1,562				393			33.6
Total revenue prior to consolidation adjustments			141,109				127,080				(14,029	)		(9.9	)
Consolidation adjustments			(56,358	)			(49,953	)			6,406			(11.4	)
Basis difference adjustments^(1)^			253				(71	)			(324	)		N.A.	^(2)^
Revenue		W	85,004			W	77,057				(7,947	)		(9.3	)
(1)	Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of the Infrastructure Business in connection with the development and sale of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.
---	---
(2)	N.A. means not applicable.
---	---

Our revenue decreased by 9.3%, or Won 7,947 billion, from Won 85,004 billion in 2022 to Won 77,057 billion in 2023 primarily due to decreases in external revenues of the Trading Segment of the Infrastructure Business and the Steel Segment, the impact of which was offset by increases in external revenue of the Secondary Battery Materials Segment, the Construction Segment of the Infrastructure Business and the Logistics and Others Segment of the Infrastructure Business. Specifically:

Steel Segment.

External revenue from the Steel Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 9.3%, or Won 4,154 billion, from Won 44,547 billion in 2022 to Won 40,393 billion in 2023 due to a decrease in the average unit sales price per ton of our principal steel products, which was offset in part by an

increase in the sales volume of our principal steel products. The weighted average unit sales price per ton of the principal steel products produced by us and directly sold to external customers decreased by 11.3% from Won 1,435,642 per ton in 2022 to Won 1,272,754 per ton in 2023 primarily due to a general decrease in global demand for steel products reflecting deterioration in global economic conditions, which impact was offset in part by depreciation of the Won against the U.S. dollar in 2023 that increased our export prices in Won terms during 2023. On the other hand, the overall sales volume of our principal steel products increased by 4.0%, from 27.7 million tons in 2022 to 28.8 million tons in 2023 following normalization of our production and sales operations in 2023 after recovery from the September 2022 Typhoon Hinnamnor that adversely impacted our sales in the fourth quarter of 2022. Such factors were principally attributable to the following:

•

The unit sales price in Won of each of our principal product lines decreased from 2022 to 2023. The unit sales prices in Won of plates, stainless steel products, wire rods, hot rolled products, silicon steel sheets and cold rolled products decreased by 13.7%, 13.4%, 12.3%, 11.6%, 3.3% and 2.9%, respectively, from 2022 to 2023. For a discussion of changes in the unit sales prices of each of our principal product lines, see “— Overview — Sales Volume, Unit Prices and Product Mix” above.

•

The sales volume of hot rolled products, wire rods and plates increased by 15.6%, 15.2% and 4.2%, respectively, from 2022 to 2023. On the other hand, the sales volume of silicon steel sheets, stainless steel products and cold rolled products decreased by 6.4%, 5.6% and 4.0%, respectively, from 2022 to 2023. For a discussion of changes in the sales volume of each of our principal product lines, see “Item 4.B. Business Overview — Steel Segment — Major Products.”

---

Total revenue from the Steel Segment, which includes internal revenue from inter-company transactions, decreased by 10.1%, or Won 7,111 billion, from Won 70,650 billion in 2022 to Won 63,539 billion in 2023 as internal revenue from inter-company transactions decreased by 11.3%, or Won 2,957 billion, from Won 26,103 billion in 2022 to Won 23,145 billion in 2023 primarily due to a decrease in the sale prices of steel products sold through trading subsidiaries, particularly POSCO International.

Trading Segment of the Infrastructure Business.

External revenue from the Trading Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 18.6%, or Won 5,484 billion, from Won 29,518 billion in 2022 to Won 24,034 billion in 2023 primarily due to decreases in the prices of steel products traded by POSCO International and the trading volume of non-steel products traded by POSCO International reflecting deterioration in global economic conditions, the aggregate impact of which was offset in part by (i) increase in the sales volume of steel products traded by POSCO International and (ii) depreciation of the Won against the U.S. dollar in 2023 that increased our export prices in Won terms during 2023.
Total revenue from the Trading Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, decreased by 19.3%, or Won 10,252 billion, from Won 53,196 billion in 2022 to Won 42,944 billion in 2023 as internal revenue from inter-company transactions decreased by 20.1%, or Won 4,768 billion, from Won 23,678 billion in 2022 to Won 18,910 billion in 2023 primarily due to decreases in prices of steel products and raw materials traded as inter-company transactions.

Construction Segment of the Infrastructure Business.

Total revenue from the Construction Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, increased by 15.6%, or Won 1,382 billion, from Won 8,885 billion in 2022 to Won 10,268 billion in 2023 as internal revenue from inter-company transactions increased by 61.5%, or Won 749 billion, from Won 1,218 billion in 2022 to Won 1,966 billion in 2023. Such increase in internal revenue reflected an increase in the construction activities for member companies of the POSCO Group from 2022 to 2023.

Logistics and Others Segment of the Infrastructure Business.

External revenue from the Logistics and Others Segment of the Infrastructure Business, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 8.0%, or Won 35 billion, from Won 436 billion in 2022 to Won 471 billion in 2023, primarily due to an increase in revenue from logistics services provided by POSCO FLOW to its external customers.
Total revenue from the Logistics and Others Segment of the Infrastructure Business, which includes internal revenue from inter-company transactions, increased by 3.3%, or Won 126 billion, from Won 3,820 billion in 2022 to Won 3,946 billion in 2023 as internal revenue from inter-company transactions increased by 2.7%, or Won 92 billion, from Won 3,383 billion in 2022 to Won 3,475 billion in 2023, primarily due to an increase in buildout of information technology infrastructure by POSCO DX for our subsidiaries in the Secondary Battery Materials Segment.

Secondary Battery

Materials Segment.

External revenue from the Secondary Battery Materials Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, increased by 55.6%, or Won 1,364 billion, from Won 2,452 billion in 2022 to Won 3,816 billion in 2023, primarily due to an increase in sales of anode and cathode materials used, among others, in the production of electric batteries.
Total revenue from the Secondary Battery Materials Segment, which includes internal revenue from inter-company transactions, increased by 42.3%, or Won 1,433 billion, from Won 3,389 billion in 2022 to Won 4,822 billion in 2023 as internal revenue from inter-company transactions increased by 7.4%, or Won 69 billion, from Won 937 billion in 2022 to Won 1,006 billion in 2023 primarily due to an increase in POSCO Future M’s revenue from sales of cathode materials to member companies of the POSCO group from 2022 to 2023.

Others Segment.

External revenue from the Others Segment, which does not include internal revenue from inter-company transactions that are eliminated during consolidation, decreased by 12.4%, or Won 16 billion, from Won 129 billion in 2022 to Won 113 billion in 2023, primarily due to a decrease in dividend income related to our investments in technology companies.
Total revenue from the Others Segment, which includes internal revenue from inter-company transactions, increased by 33.6%, or Won 393 billion, from Won 1,170 billion in 2022 to Won 1,562 billion in 2023 as internal revenue from inter-company transactions increased by 39.4%, or Won 409 billion, from Won 1,040 billion in 2022 to Won 1,450 billion in 2023 primarily due to an increase in dividend payments from our subsidiaries.

Cost of Sales

Our cost of sales decreased by 8.6%, or Won 6,682 billion, from Won 77,321 billion in 2022 to Won 70,639 billion in 2023 primarily due to decreases in the average prices in Won terms of some of our key raw materials for POSCO, the impact of which was partially offset by (i) an increase in the production volume of finished steel products sold by us, (ii) an increase in the cost of sales of POSCO Future M reflecting an increase in the volume of raw materials used for the production and sales of anode and cathode materials, among others, in the production of electric batteries and (iii) depreciation of the Won against the U.S. dollar, which increased the price of our imported raw materials in Won terms. With respect to the principal raw materials for our steel products, the average market price of coal per wet metric ton (Premium Low Vol Coking Coal, FOB Australia Index announced by Platts)

decreased from US$364 in 2022 to US$296 in 2023. In addition, the average market price of iron ore per dry metric ton (Iron Ore 62% Fe, CFR China Index announced by Platts) remained the same at US$120 in 2022 and 2023.

Gross Profit

Our gross profit decreased by 16.5%, or Won 1,265 billion, from Won 7,682 billion in 2022 to Won 6,417 billion in 2023 primarily due to (i) a decrease in the average unit sales price in Won terms of the steel products sold by us that outpaced a decrease in the average prices in Won terms of the principal raw materials used to manufacture such products, (ii) a decrease in POSCO E&C’s participation in higher margin plant and architectural works construction projects in 2023, (iii) a decrease in gross profit from POSCO Future M reflecting a slowdown in demand for anode materials and (iv) a decrease in gross profit from POSCO International’s steel products trading activities. Partially offsetting such impact, expenses related to flooding caused by Typhoon Hinnamnor in September 2022 included in cost of sales, which had negatively impacted gross profit in 2022, were not repeated in 2023. Our gross profit margin, which is gross profit as a percentage of revenue, decreased from 9.0% in 2022 to 8.3% in 2023.

Selling and Administrative Expenses

The following table presents a breakdown of our selling and administrative expenses and changes therein for 2022 and 2023.

								Changes
	For the Year Ended December 31,							2022 versus 2023
	2022			2023				Amount				%
	(In billions of Won)
Freight and custody expenses		W	77		W	56				(22	)		(28.3	)
Sales commissions			75			68				(7	)		(9.2	)
Sales promotion			19			10				(10	)		(51.0	)
Sales insurance premium			39			32				(7	)		(19.0	)
Contract cost			58			46				(12	)		(20.0	)
Others			26			23				(3	)		(12.8	)
Total selling expenses		W	294		W	234				(61	)		(20.7	)
Wages and salaries		W	1,076		W	1,156			W	81			7.5
Expenses related to post-employment benefits			85			93				8			9.6
Other employee benefits			231			273				43			18.4
Travel			40			48				8			20.9
Depreciation			149			160				11			7.5
Amortization			90			96				6			6.6
Taxes and public dues			96			101				5			4.9
Rental			37			48				12			31.3
Advertising			104			107				4			3.5
Research and development			180			175				(5	)		(2.5	)
Service fees			225			235				10			4.3
Bad debt expenses (reversal)			25			(18	)			(43	)		N.A.	^(1)^
Others			167			177				10			6.0
Total other administrative expenses		W	2,505		W	2,652				147			5.9
Total selling and administrative expenses		W	2,799		W	2,885				86			3.1
(1)	N.A. means not applicable.
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Our selling and administrative expenses increased by 3.1%, or Won 86 billion, from Won 2,799 billion in 2022 to Won 2,885 billion in 2023 primarily due to increases in wages and salaries, other employee benefits, rental expenses and depreciation expenses, the impact of which

was partially offset by recognition of reversal of impairment loss on trade accounts and notes receivable as well as decreases in freight and custody expenses. Such factors were principally attributable to the following:

•	Our wages and salaries increased by 7.5%, or Won 81 billion, from Won 1,076 billion in 2022 to Won 1,156 billion in 2023 primarily due to increases in bonus payments and wage levels.
•	Our other employee benefits increased by 18.4%, or Won 43 billion, from Won 231 billion in 2022 to Won 273 billion in 2023 primarily due to an expansion of our employee welfare program.
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•	Our rental expenses increased by 31.3%, or Won 12 billion, from Won 37 billion in 2022 to Won 48 billion in 2023 primarily due to an increase in our leased properties reflecting growth in our business areas.
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•	Depreciation expenses increased by 7.5%, or Won 11 billion, from Won 149 billion in 2022 to Won 160 billion in 2023 primarily reflecting an increase in depreciable assets.
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•	We recognized impairment loss on trade accounts and notes receivable of Won 25 billion in 2022 compared to reversal of impairment loss on trade accounts and notes receivable of Won 18 billion in 2023. In 2022, we recognized such impairment loss primarily related to trading activities of POSCO International. In 2023, we recognized reversal of a substantial portion of such impairment loss.
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•	Our freight and custody expenses decreased by 28.3%, or Won 22 billion, from Won 77 billion in 2022 to Won 56 billion in 2023 primarily due to a general decrease in freight unit shipping prices.
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Other Operating Income and Expenses

The following table presents a breakdown of our other operating income and changes therein for 2022 and 2023.

							Changes
	For the Year Ended December 31,						2022 versus 2023
	2022			2023			Amount				%
	(In billions of Won)
Gain on disposal of assets held for sale		W	55		W	1		W	(54	)		(97.6	)
Recovery of allowance for other bad debt accounts			5			8			2			48.5
Gain on disposal of investments in subsidiaries, <br>associates and joint ventures			14			197			183			1,317.5
Gain on disposal of property, plant and equipment			19			9			(9	)		(49.3	)
Gain on valuation of firm commitment			182			11			(170	)		(93.7	)
Reversal of other provisions			5			9			3			63.5
Premium income			238			13			(224	)		(94.5	)
Gain on bargain purchases			—			41			41			N.A.	^(1)^
Gain on disposal of emission rights			5			26			21			401.8
Miscellaneous income			64			78			14			21.3
Others			10			8			(2	)		(20.3	)
Total other operating income		W	597		W	402			(195	)		(32.7	)
(1)	N.A. means not applicable.
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Our other operating income decreased by 32.7%, or Won 195 billion, from Won 597 billion in 2022 to Won 402 billion in 2023 primarily due to decreases in premium income and gain on valuation of firm commitment, the impact of which was partially offset by an increase in gain on disposal of investments in subsidiaries, associates and joint ventures. Such factors were principally attributable to the following:

•	Our premium income decreased by 94.5%, or Won 224 billion, from Won 238 billion in 2022 to Won 13 billion in 2023 primarily due to significant insurance payments received in relation to damages caused by Typhoon Hinnamnor in September 2022 compared to no such payments in 2023.
•	Our gain on valuation of firm commitment decreased by 93.7%, or Won 170 billion, from Won 182 billion in 2022 to Won 11 billion in 2023 primarily due to a decrease in firm commitment contracts entered into by POSCO International.
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•	Our gain on disposal of investments in subsidiaries, associates and joint ventures increased significantly by Won 183 billion, from Won 14 billion in 2022 to Won 197 billion in 2023. In 2022, such gain related primarily to sales of certain steel-related subsidiaries and associates. In 2023, such gain related primarily to our recognition of Won 185 billion of gain on disposal of investments in associates related to reclassification of QSONE Co., Ltd. as a consolidated subsidiary following our acquisition of the remaining 50% of its shares, which had been previously classified as an investment in associates.
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The following table presents a breakdown of our other operating expenses and changes therein for 2022 and 2023.

							Changes
	For the Year Ended December 31,						2022 versus 2023
	2022			2023			Amount				%
	(In billions of Won)
Other bad debt expenses^(1)^		W	15		W	291		W	276			1,846.4
Loss on disposal of assets held for sale			4			103			99			2,507.6
Loss on disposals of investments in subsidiaries, associates and joint ventures			12			19			6			52.0
Loss on disposals of property, plant and equipment			111			126			15			13.3
Impairment loss on property, plant and equipment			213			276			63			29.4
Impairment loss on intangible assets			371			130			(241	)		(65.0	)
Loss on valuation of firm commitment			156			47			(109	)		(69.6	)
Idle tangible asset expenses			18			4			(14	)		(79.6	)
Increase to provisions			89			38			(50	)		(56.8	)
Donations			81			67			(13	)		(16.3	)
Others			69			94			25			36.4
Total other operating expenses		W	1,139		W	1,196			57			5.0
(1)	Includes impairment loss on other receivables of Won 10 billion in 2022 and Won 284 billion in 2023.
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Our other operating expenses increased by 5.0%, or Won 57 billion, Won 1,139 billion in 2022 to Won 1,196 billion in 2023, primarily due to increases in other bad debt expenses, loss on disposal of assets held for sale and impairment loss on property, plant and equipment, the impact of which was partially offset by decreases in impairment loss on intangible assets and loss on valuation of firm commitment. Such factors were principally attributable to the following:

•	Our other bad debt expenses increased significantly by Won 276 billion, from Won 15 billion in 2022 to Won 291 billion in 2023. In 2022, our other bad debt expenses of Won 10 billion related primarily to projects of POSCO E&C and its subsidiary in Vietnam and POSCO DX. In 2023, our other bad debt expenses of Won 291 billion related primarily to projects of FQM Australia Nickel.

•	Our loss on disposal of assets held for sale increased significantly by Won 99 billion, from Won 4 billion in 2022 to Won 103 billion in 2023 primarily due to our disposal of CSP – Compania Siderurgica do Pecem in 2023.
•	Our impairment loss on property, plant and equipment increased by 29.4%, or Won 63 billion, from Won 213 billion in 2022 to Won 276 billion in 2023. In 2022, we recognized impairment loss of Won 207 billion related to assets damaged from flooding caused by Typhoon Hinnamnor in September 2022. In 2023, we recognized impairment loss of Won 276 billion primarily related to termination of operations of certain lithium production facilities located in Gwangyang and Argentina.
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•	Our impairment loss on intangible assets decreased by 65.0%, or Won 241 billion, from Won 371 billion in 2022 to Won 130 billion in 2023. In 2022, we recognized impairment loss on goodwill of Won 369 billion, Won 338 billion of which related to the recoverable amount of POSCO International. In 2023, POSCO Canada Ltd. recognized impairment loss on intellectual property rights of Won 89 billion related to its investment-in-kind of the assets and liabilities of Greenhills Mine Unincorporated Joint Venture to a new partnership established by Teck Coal Partnership.
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•	Our loss on valuation of firm commitment decreased by 69.6%, or Won 109 billion, from Won 156 billion in 2022 to Won 47 billion in 2023 primarily reflecting relatively more stable market prices of key raw materials under our firm commitment contracts in 2023 compared to 2022.
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Operating Profit

Due to the factors described above, our operating profit decreased by 36.9%, or Won 1,604 billion, from Won 4,342 billion in 2022 to Won 2,738 billion in 2023. Our operating margin decreased from 5.1% in 2022 to 3.6% in 2023.

Share of Profit of Equity-Accounted Investees

Our share of profit of equity-accounted investees decreased by 60.1%, or Won 407 billion, from Won 676 billion in 2022 to Won 270 billion in 2023.

In 2022, we recognized a net gain from our proportionate share of equity-accounted investees of Won 676 billion primarily due to our share of gains of Won 273 billion from Roy Hill Holdings Pty Ltd., Won 146 billion from EQP POSCO Global No. 1 Natural Resources Private Equity Fund, Won 50 billion from South-East Asia Gas Pipeline Company Ltd., Won 48 billion from KOBRASCO, Won 45 billion from AES Mong Duong Power Company Limited and Won 42 billion from Nickel Mining Company SAS, the aggregate impact of which was partially offset by our share of loss of Won 90 billion of CSP — Compania Siderurgica do Pecem. See Note 11 to the Consolidated Financial Statements.

Finance Income and Finance Costs

The following table presents a breakdown of our finance income and costs and changes therein for 2022 and 2023.

							Changes
	For the Year Ended December 31,						2022 versus 2023
	2022			2023			Amount				%
	(In billions of Won)
Interest income		W	247		W	502		W	255			103.3
Dividend income			39			50			11			28.2
Gain on foreign currency transactions			2,284			1,661			(623	)		(27.3	)
Gain on foreign currency translations			704			293			(411	)		(58.4	)
Gain on derivatives transactions			840			333			(507	)		(60.3	)
Gain on valuations of derivatives			263			201			(62	)		(23.5	)
Gain on disposals of financial assets at fair value through profit or loss			256			204			(52	)		(20.3	)
Gain on valuations of financial assets at fair value through profit or loss			98			572			474			483.6
Gain on valuations of financial liabilities at fair value through profit or loss			86			—			(86	)		(100.0	)
Others			17			15			(2	)		(11.8	)
Total finance income		W	4,834		W	3,831			(1,003	)		(20.8	)
Interest expenses		W	607		W	1,001		W	394			64.9
Loss on foreign currency transactions			2,506			1,595			(911	)		(36.3	)
Loss on foreign currency translations			969			706			(263	)		(27.4	)
Loss on derivatives transactions			690			320			(370	)		(53.6	)
Loss on valuations of derivatives			193			77			(116	)		(60.1	)
Loss on disposal of trade accounts and notes receivable			64			85			21			32.8
Loss on disposals of financial assets at fair value through profit or loss			18			13			(5	)		(27.8	)
Loss on valuations of financial assets at fair value through profit or loss			698			51			(647	)		(92.7	)
Loss on valuations of financial liabilities at fair value through profit or loss			—			306			306			N.A.^^	^(1)^
Others			58			48			(10	)		(17.2	)
Total finance costs		W	5,804		W	4,203			(1,601	)		(27.6	)
(1)	N.A. means not applicable.
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We recognized net loss on valuation of financial assets at fair value through profit or loss of Won 600 billion in 2022 compared to net gain on valuation of financial assets at fair value through profit or loss of Won 521 billion in 2023. In 2022, we recognized such net loss primarily due to a temporary increase in volatility of the money markets in Korea in 2022 that resulted in a decrease in the valuation of our short-term financial assets. In 2023, we recognized such net gain as interest rates stabilized.

Our interest income increased by 103.3%, or Won 255 billion, from Won 247 billion in 2022 to Won 502 billion in 2023 primarily due to a general increase in interest rates in Korea and abroad as well as an increase in our average balance of interest-earning financial assets.

Our net loss on foreign currency translation increased by 55.2%, or Won 147 billion, from Won 266 billion in 2022 to Won 413 billion in 2023, as the Won depreciated against the U.S. dollar at year-end in 2022 and further depreciated (to a much lesser extent) at year-end in 2023. In terms of the Market Average Exchange Rate, the Won depreciated against the U.S. dollar from Won 1,185.5 to US$1.00 as of December 31, 2021 to Won 1,267.3 to US$1.00 as of December 31, 2022, and further depreciated to Won 1,289.4 to US$1.00 as of December 31, 2023. In addition, we recognized net loss on foreign currency transactions of Won 222 billion in 2022 compared to net gain on foreign currency

transactions of Won 66 billion in 2023, as the average value of the Won against the U.S. dollar depreciated in 2022 and further depreciated (to a much lesser extent) in 2023. The Market Average Exchange Rate, which was Won 1,185.5 to US$1.00 as of December 31, 2021, depreciated during 2022 to an average of Won 1,292.0 to US$1.00 in 2022 and further depreciated during 2023 to an average of Won 1,305.4 to US$1.00 in 2023. Against such fluctuations, our net gain on valuation of derivatives increased by 77.1%, or Won 54 billion, from Won 70 billion in 2022 to Won 124 billion in 2023, and our net gain on transactions of derivatives decreased by 91.4%, or Won 137 billion, from Won 150 billion in 2022 to Won 13 billion in 2023.

Our interest expenses increased by 64.9%, or Won 394 billion, from Won 607 billion in 2022 to Won 1,001 billion in 2023 primarily due to a general increase in interest rates in Korea and abroad as well as an increase in our average balance of interest-bearing financial liabilities.

We recognized net gain on valuation of financial liabilities at fair value through profit or loss of Won 86 billion in 2022 compared to net loss on valuation of financial liabilities at fair value through profit or loss of Won 306 billion in 2023. In 2022, we recognized such net gain as interest rates in Korea steadily increased throughout the year, which in turn resulted in a gain on valuation of financial liabilities. In 2023, we recognized such net loss as interest rates stabilized.

Profit before Income Taxes

Due to the factors described above, our profit before income taxes decreased by 34.9%, or Won 1,412 billion, from Won 4,047 billion in 2022 to Won 2,635 billion in 2023.

									Changes
	For the Year Ended December 31,								2022 versus 2023
	2022				2023				Amount				%
	(In billions of Won)
Steel Segment		W	1,712			W	1,241			W	(471	)		(27.5	)
Infrastructure Business — Trading Segment			716				724				8			1.1
Infrastructure Business — Construction Segment			138				183				45			33.0
Infrastructure Business — Logistics and Others Segment			103				171				68			66.0
Secondary Battery Materials Segment			109				(236	)			(345	)		N.A.	^(2)^
Others Segment			(1,087	)			827				1,914			N.A.	^(2)^
Goodwill and corporate fair value adjustments			(69	)			172				241			N.A.	^(2)^
Elimination of inter-segment losses (profits)			1,938				(1,238	)			(3,176	)		N.A.	^(2)^
Income tax expense			454				789				335			73.9
Basis difference adjustments^(1)^			33				0				(33	)		(99.2	)
Profit before income taxes		W	4,047			W	2,635				(1,412	)		(34.9	)
(1)	Basis difference adjustments are related to the difference in recognizing revenue and expenses of the Construction Segment of the Infrastructure Business in connection with the development and sale of certain residential real estate between the report reviewed by the chief executive officer and the consolidated financial statements. See Notes 3 and 40 to the Consolidated Financial Statements.
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(2)	N.A. means not applicable.
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Income Tax Expense

Our income tax expense increased by 71.0%, or Won 328 billion, from Won 462 billion in 2022 to Won 789 billion in 2023, despite a decrease in profit before income tax. Our effective tax rate increased from 11.4% in 2022 to 30.0% in 2023. See Note 35 to the Consolidated Financial Statements.

In 2022, our effective tax rate of 11.4% was lower than the statutory rate of 26.4% primarily due to: (i) an increase in income tax benefit related to investments in subsidiaries, associates and joint ventures from Won 112 billion in 2021 to Won 413 billion in 2022 (that resulted in a decrease in effective tax rate of 9.0%) in connection with recognition of deferred tax assets that were previously not recognized due to disposal of certain subsidiaries and associates and (ii) the effect of tax rate change of Won 181 billion in 2022 (that resulted in a decrease in effective tax rate of 4.5%) due to a revision of tax law. In 2023, our effective tax rate of 30.0% was higher than the statutory rate of 26.4% primarily due to Won 151 billion of income tax expense resulting from tax audits of us and our subsidiaries.

Profit

Due to the factors described above, our profit decreased by 48.5%, or Won 1,740 billion, from Won 3,586 billion in 2022 to Won 1,846 billion in 2023. Our profit margin decreased from 4.2% in 2022 to 2.4% in 2023.

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,
	2022				2023				2024
	(In billions of Won)
Net cash provided by operating activities		W	6,187			W	6,168			W	6,664
Net cash used in investing activities			(4,220	)			(7,388	)			(4,487	)
Net cash provided by (used in) financing activities			1,319				(179	)			(2,302	)
Effect of exchange rate fluctuation on cash held			(9	)			17				222
Net increase (decrease) in cash and cash equivalents			3,278				(1,382	)			97
Cash and cash equivalents at beginning of the period			4,776				8,053				6,671
Cash and cash equivalents at end of the period			8,053				6,671				6,768

Capital Requirements

Historically, uses of cash consisted principally of purchases of property, plant and equipment and other assets and repayments of outstanding debt and payments of dividends. From time to time, we also use cash for repurchases of our shares as well as investments related to our diversification efforts.

Net cash used in investing activities was Won 4,220 billion in 2022, Won 7,388 billion in 2023 and Won 4,487 billion in 2024. Our cash outflows for acquisition of property, plant and equipment were Won 4,928 billion in 2022, Won 6,733 billion in 2023 and Won 7,670 billion in 2024. We currently expect our cash outflows for acquisition of property, plant and equipment and investments in joint ventures and associates to be approximately Won 8.8 trillion in 2025, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions. We had net proceeds from disposal of short-term financial instruments of Won 2,213 billion in 2022, Won 344 billion in 2023 and Won 3,667 billion in 2024.

In our financing activities, we used cash of Won 4,138 billion in 2022, Won 4,461 billion in 2023 and Won 7,533 billion in 2024 for repayments of borrowings. We used cash of Won 1,218 billion in 2022, Won 815 billion in 2023 and Won 844 billion in 2024 for payments of cash dividends. In 2023, we also used Won 340 billion for repayment of hybrid bonds. In 2024, we used cash of Won 92 billion for acquisition of treasury shares. We did not acquire any treasury shares in 2022 and 2023.

In recent years, we have also selectively considered various opportunities to acquire or invest in companies that may complement our businesses, as well as invest in overseas resources development

projects. We may require additional capital for such acquisitions or entering into other strategic relationships. Other than capital required for such activities, we anticipate that capital expenditures, repayments of outstanding debt and payments of cash dividends will represent the most significant uses of funds for the next several years.

Payments of contractual obligations and commitments will also require considerable resources. In our ordinary course of business, we routinely enter into commercial commitments for various aspects of our operations, including raw materials purchase obligations and long-term shipping service contracts, as well as issue guarantees for indebtedness of our related parties and others. For our contingent liabilities on outstanding guarantees provided by us, see Note 38 to the Consolidated Financial Statements. Our purchase obligations include supply contracts to purchase iron ore, coal, nickel, LNG and other raw materials. These contracts generally have terms of one to ten years and the long-term contracts provide for periodic price adjustments according to the market prices. As of December 31, 2024, 80 million tons of iron ore and 7 million tons of coal remained to be purchased under long-term contracts.

In addition, POSCO entered into an agreement with Tangguh LNG Consortium in Indonesia to purchase 550 thousand tons of LNG annually for 20 years commencing in August 2005. In order to compensate for a decrease in purchase volume in 2023, POSCO has agreed to purchase 190 thousand tons of LNG after completion of such 20-year term, from September 2025 to December 2026. The purchase price under the agreement with Tangguh LNG Consortium is variable based on the monthly standard oil price (as represented by the Japan Customs cleared Crude Price), subject to a ceiling.

POSCO International Singapore Pte Ltd. (“POSCO International Singapore”) entered into a purchase agreement with Cheniere Marketing, LLC to purchase 370 thousand tons of LNG annually for 15 years commencing in November 2026, with an option to extend the agreement for five years. The purchase price is subject to adjustments based on the U.S. Henry Hub Natural Gas Spot Price. POSCO entered into an agreement to purchase such LNG from POSCO International Singapore.

Capital Resources

We have traditionally met our working capital and other capital requirements principally from cash provided by operations, while raising the remainder of our requirements primarily through long-term debt and short-term borrowings. We expect that these sources will continue to be our principal sources of cash in the future. From time to time, we may also generate cash through issuance of hybrid bonds and sale of treasury shares and our holdings in available-for-sale securities.

Our net cash provided by operating activities decreased by 0.3%, or Won 19 billion, from Won 6,187 billion in 2022 to Won 6,168 billion in 2023. Our profit decreased from Won 3,586 billion in 2022 to Won 1,846 billion in 2023. In addition, we recognized (i) cash inflow related to decrease in trade accounts and notes receivable of Won 532 billion in 2022 compared to cash outflow related to increase in trade accounts and notes receivable of Won 983 billion in 2023 and (ii) cash inflow related to increase in other payables of Won 612 billion in 2022 compared to cash outflow related to decrease in other payables of Won 302 billion in 2023. However, our cash used for income tax payments decreased significantly from Won 2,774 billion in 2022 to Won 727 billion in 2023, and we recognized cash outflow related to build up of our inventories of Won 195 billion in 2022 compared to cash inflow related to reduction of our inventories of Won 1,313 billion in 2023, which in turn positively impacted our net cash provided by operating activities and significantly offset the negative impacts on cash flows described above.

Our net cash provided by operating activities increased by 8.0%, or Won 496 billion, from Won 6,168 billion in 2023 to Won 6,664 billion in 2024. Our profit decreased from Won 1,846 billion in 2023 to Won 1,005 billion in 2024. However, we recorded cash outflow related to increase in trade accounts and notes receivable of Won 983 billion in 2023 compared to cash inflow related to decrease in trade

accounts and notes receivable of Won 1,354 billion in 2024 due to better management of our trade accounts and notes receivables. In addition, our cash used for income tax payments decreased from Won 727 billion in 2023 to Won 554 billion in 2024 and our cash generated from interest received increased from Won 448 billion in 2023 to Won 571 billion in 2024. Such positive impacts on our cash flows were partially offset by (i) cash outflow related to other current liabilities of Won 1,020 billion in 2024 compared to cash inflow related to other current liabilities of Won 15 billion in 2023 and (ii) a decrease in our cash inflow related to build up of our inventories from Won 1,313 billion in 2023 to Won 914 billion in 2024.

We had net proceeds from borrowings, after adjusting for repayments of borrowings, of Won 416 billion in 2022 and Won 3,356 billion in 2023, and net repayment of borrowings, after adjusting for proceeds from borrowings, of Won 1,633 billion in 2024. We had net proceeds from short-term borrowings, after adjusting for repayment of short-term borrowings, of Won 1,765 billion in 2022, net repayment of short-term borrowings, after adjusting for proceeds of short-term borrowings, of Won 2,524 billion in 2023 and net repayment of short-term borrowings, after adjusting for proceeds of short-term borrowings, of Won 218 billion in 2024. Long-term borrowings, excluding current installments, were Won 12,390 billion as of December 31, 2022, Won 15,011 billion as of December 31, 2023 and Won 14,882 billion as of December 31, 2024. Total short-term borrowings and current installments of long-term borrowings were Won 11,916 billion as of December 31, 2022, Won 10,959 billion as of December 31, 2023 and Won 11,116 billion as of December 31, 2024.

We periodically increase our short-term borrowings and adjust our long-term borrowings depending on changes in our capital requirements. For the maturity profile of our borrowings, their currency denomination and interest rates, see Notes 17 and 23 to the Consolidated Financial Statements. We continually take into consideration various factors when meeting our financial requirements, including financial market conditions, specific funding needs at a given time, and hedging requirements to address our market risks such as exchange rate risk and interest rate risk. From time to time, we also generate cash from the sale of our treasury shares. Our net borrowings-to-equity ratio, which is calculated by deducting cash and cash equivalents from total borrowings and dividing the net amount by our total equity, was 27.93% as of December 31, 2022, 32.38% as of December 31, 2023 and 31.30% as of December 31, 2024.

We believe that we have sufficient working capital for our current requirements and that we have a variety of alternatives available to us to satisfy our liquidity requirements to the extent that they are not met by funds generated by operations, including the issuance of debt and equity securities and bank borrowings denominated in Won and various foreign currencies. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and the global financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings. For a discussion of our use of financial instruments for hedging purposes, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

Liquidity

We had working capital (current assets minus current liabilities) of Won 24,808 billion as of December 31, 2022, Won 24,264 billion as of December 31, 2023 and Won 21,324 billion as of December 31, 2024. Our holdings of cash and cash equivalents (which do not include cash and cash equivalents categorized under “assets held for sale”) were Won 8,053 billion as of December 31, 2022, Won 6,671 billion as of December 31, 2023 and Won 6,768 billion as of December 31, 2024. As of December 31, 2024, we held approximately 56% of such cash and cash equivalents denominated in Won and the remainder denominated in foreign currencies. Our holdings of other receivables (current assets) and other short-term financial assets were Won 13,023 billion as of December 31, 2022, Won 13,351 billion as of December 31, 2023 and Won 10,761 billion as of December 31, 2024. As of December 31, 2024, approximately 22% of our cash and cash equivalents, other receivables and other

short-term financial assets were held outside of Korea, which we expect to use in our operations abroad, including capital expenditure activities. In the event that such assets are needed for our operations in Korea, such amounts are typically not restricted under local laws from being used in Korea. In addition, we believe that there are no material tax implications in the event our foreign subsidiaries elect to grant cash dividends to us. POSCO had total available credit lines of Won 3,000 billion as of December 31, 2024, Won 56 billion of which was used as of such date. We have not had, and do not believe that we will have, difficulty gaining access to short-term financing sufficient to meet our current requirements.

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

Capital Expenditures and Capacity Expansion

Our cash outflows for acquisition of property, plant and equipment were Won 4,928 billion in 2022, Won 6,733 billion in 2023 and Won 7,670 billion in 2024. We currently expect our cash outflows for acquisition of property, plant and equipment and investments in joint ventures and associates to be approximately Won 8.8 trillion in 2025, which we may adjust on an on-going basis subject to market demand for our products, the production outlook of the global steel industry and global economic conditions in general. We may delay or not implement some of our current capital expenditure plans based on our assessment of such market conditions.

Our current plan for capital investment in production facilities emphasizes capacity rationalization, increased production of higher value-added products, improvements in the efficiency of older facilities in order to reduce operating costs and construction and expansion of facilities related to our non-steel businesses. The following table sets out the major items of our capital expenditures as of December 31, 2024:

Project		Total Cost<br>of<br>Project
		(In billions of Won)
Sealing of raw material yards and other rationalization projects	September 2029		W	6,954	W	2,731
Construction of anode/cathode and lithium ore commercialization plant	May 2027			9,403		3,271
Construction of Gwangyang LNG terminal	May 2027			873		530

Item 5.C.

Research and Development, Patents and Licenses, Etc.

We maintain research and development programs to carry out basic research and applied technology development activities. As of December 31, 2024, POSCO Technical Research Laboratories, which engages in research and development efforts primarily in the areas of advanced steel manufacturing technologies, employed 265 personnel, including 203 researchers. In 2022, we also launched our New Experience of Technology Hub that focuses on research and development relating to (i) artificial intelligence, (ii) raw materials for rechargeable batteries and (iii) hydrogen and other environmentally-friendly energy solutions. As of December 31, 2024, our New Experience of Technology Hub employed 753 personnel, including 444 researchers.

Our technology development department also works closely with the Pohang University of Science & Technology, Korea’s first research-oriented college founded by us in 1986, and the Research Institute of Industrial Science and Technology, Korea’s first private comprehensive research institute founded by us in 1987. We also established POSCO Research Institute (POSRI) in 1994, which engages in research activities and consulting services.

Our research and development program has filed 48,169 industrial rights applications relating to steel-making technology, 10,610 of which were registered as of December 31, 2024, and has

successfully applied many of these to the improvement of our manufacturing process. In addition, our research and development program has filed 2,378 industrial rights applications relating to electric vehicles and secondary battery materials technology, 1,606 of which were registered as of December 31, 2024.

Item 5.D.

Trend Information

These matters are discussed under Item 5.A. and Item 5.B. above where relevant.

Item 5.E.

Critical Accounting Estimates

Our consolidated financial statements are prepared in accordance with IFRS as issued by IASB. See Note 2 to the Consolidated Financial Statements for a discussion of our critical accounting estimates.

Item 6.

Directors, Senior Management and Employees

Item 6.A.

Directors and Senior Management

Board of Directors

Our board of directors has the ultimate responsibility for the management of our business affairs. Our board consists of four Inside Directors and six Outside Directors. Our shareholders elect both the Inside Directors and Outside Directors at a general meeting of shareholders. Candidates for Inside Directors are recommended to shareholders by the board of directors after the board reviews such candidates’ qualifications, and candidates for Outside Directors are recommended to the shareholders by a separate board committee consisting of three Outside Directors (“Director Candidate Recommendation Committee”) after the committee reviews such candidates’ qualifications. Pursuant to the Korean Commercial Act and our articles of incorporation, any shareholder holding at least the statutory minimum percentage of our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Our board of directors maintains the following special committees:

•	the ESG Committee;
•	the Director Candidate Recommendation Committee;
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•	the Evaluation and Compensation Committee;
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•	the Finance Committee;
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•	the Audit Committee; and
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•	the CEO Candidate Pool Management Committee.
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Our board committees are described in greater detail below under “— Item 6.C. Board Practices.”

Under the Commercial Code and our articles of incorporation, one Chairman should be elected among the Outside Directors and several Representative Directors may be elected among the Inside Directors by our board of directors’ resolution.

Inside Directors

As of March 31, 2025, our Inside Directors are as follows:

Name	Position	Responsibilities and<br> <br>Division
Chang, In Hwa	Chief Executive Officer and Representative Director	—	1	69	March 2027
Lee, Ju Tae	Representative Director and President	Head of Corporate Strategy Division	—	60	March 2026
Chun, Sung Lae	Senior Executive Vice President	Head of Business Synergy Division	—	61	March 2026
Kim, Ki Soo	Senior Executive Vice President	Head of POSCO N.EX.T Hub and Chief Technology Officer, POSCO Group	1	59	March 2026

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

Outside Directors

Each of our Outside Directors meets the applicable independence standards set forth under the rules of the FSCMA. As of March 31, 2025, our Outside Directors are as follows:

Name	Position	Principal Occupation
Kwon, Tae Kyun	Chairperson	Former Korean Ambassador to the United Arab Emirates	4	69	March 2027
Yoo, Young Sook	Director	Former Minister, Ministry of Environment	4	69	March 2027
Yoo, Jin Nyoung	Director	Chief Executive Officer, Angel 6+	3	67	March 2028
Sohn, Sung Kyu	Director	Emeritus Professor, Yonsei University School of Business	3	65	March 2028
Kim, Joon Gi	Director	Professor, Yonsei University<br> <br>Law School	2	59	March 2026
Park, Sung Wook	Director	Chair of the Board, National Academy of Engineering of Korea	1	67	March 2027

The term of office of the Director elected in March 2025 is up to three years. Each Director’s term expires at the close of the ordinary general meeting of shareholders convened in respect of the fiscal year that is the last one to end during such Director’s tenure.

Senior Management

In addition to the Inside Directors who are also our executive officers, we have the following executive officers as of March 31, 2025:

Name	Position	Responsibility and Division
Kim, Kyung Han	Executive Officer	Head of Global Trade Affairs	59
Choi, Dong Yong	Executive Officer	Chief of Corporate Strategy Office	56
Lee, Sung Won	Executive Officer	Chief of Energy Materials Business Development Office	58
Kim, Keun Hwan	Executive Officer	Chief of New Business & Investment Office	55
Kim, Seoung Jun	Executive Officer	Chief of Carbon Neutral Strategy Office	59
Kim, Kwang Moo	Executive Officer	Head of India Business Development TF Team	60
Lee, Won Chul	Executive Officer	Chief of Steel Business Management Office	58
Lee, Jae Young	Executive Officer	Chief of Energy Materials Business Management Office	54
Oh, Young Dal	Executive Officer	Chief of Infrastructure Business Management Office	56
Hwang, Chang Hwan	Executive Officer	Chief of Investment Planning & Engineering Office	56
Kim, Seung Jun	Executive Officer	Head of Finance & IR Division	57
Kim, Young Kyu	Executive Officer	Chief of Finance Office	55
Han, Young Ah	Executive Officer	Chief of Investor Relations Office	53
Lee, Sung Wook	Executive Officer	Head of Corporate Compliance Division	60
Jang, Won Joon	Executive Officer	Chief of Corporate Audit Office	58
Yang, Weon Jun	Executive Officer	Head of Corporate Communications Division	59
Song, Jong Chan	Executive Officer	Chief of Business Cooperation Office	58
Im, Sang Hyug	Executive Officer	Chief of Public Relations Office	56
Shin, Kun Chul	Executive Officer	Head of Corporate Management Division	58
Park, Byoung Jik	Executive Officer	Chief of Top Talents Management Office	55
Choi, Young	Executive Officer	Chief of Corporate Social Responsibility Office	56
Kim, Jung Young	Executive Officer	Head of POSCO Global Center Development Project Team	63
Cho, Min Young	Executive Officer	Chief of POSCO Group Technology Strategy Office	61
Kim, Yong Soo	Executive Officer	Head of AI & Robotics Convergence R&D Laboratories	55
Hong, Jeong Jin	Executive Officer	Head of Energy Materials R&D Laboratories	56
Park, Hyeon	Executive Officer	POSCO-Argentina, President	58
Kim, Kyeong Chan	Executive Officer	POSCO-America, President	56
Lee, Jae Wan	Executive Officer	POSCO-Europe, President	57
Kim, Yong Soo	Executive Officer	POSCO-China, President	59
Shin, Hyeong Gu	Executive Officer	POSCO-Japan, President	57
La, Seung Min	Executive Officer	POSCO-Europe, dispatched to World Steel Association	51

Item 6.B.

Compensation

Compensation of Directors and Officers

Salaries and bonuses for Inside Directors and salaries for Outside Directors are paid in accordance with standards decided by the board of directors within the limitation of directors’ remuneration approved by the annual general meeting of shareholders. In addition, executive officers’ compensation is paid in accordance with standards decided by the board of directors. In 2024, the aggregate short-term benefits to our key management officers, which include directors (including non-standing Directors), executive officers and other officers who have significant influence and responsibilities in our business and operations, was Won 25.7 billion, and the aggregate retirement benefits to such persons was Won 3.2 billion.

Among those who received total annual compensation exceeding Won 500 million in 2024, the highest-paid five individuals were as follows:

Name	Position	Total Compensation<br>in 2024
		(In millions of Won)
Choi, Jeong Woo	Former Chief Executive Officer and Representative Director		W	4,006
Yoo, Byeong Og	Former Senior Executive Vice President			2,426
Chang, In Hwa	Chief Executive Officer and Representative Director			1,223
Jeong, Ki Seop	Former Representative Director and President			1,162
Kim, Ji Yong	Former President			1,041

Item 6.C.

Board Practices

ESG Committee

The ESG Committee is composed of three Outside Directors, Yoo, Jin Nyoung; Yoo, Young Sook; and Kim, Joon Gi; and one Inside Director, Chun, Sung Lae. The ESG Committee oversees decisions with respect to our ESG policies, including policies related to environment, climate change, low carbon and governance. It also reviews operational matters of our board of directors and special committees, reviews plans related to safety and health, and manages and monitors ESG activities.

Director Candidate Recommendation Committee

The Director Candidate Recommendation Committee is composed of three Outside Directors, Yoo, Young Sook; Kwon, Tae Kyun; and Sohn, Sung Kyu. The Director Candidate Recommendation Committee reviews the qualifications of potential candidates and proposes nominees to serve on our board of directors as an Outside Director. Any shareholder holding our outstanding shares with voting rights may suggest candidates for Outside Directors to the Director Candidate Recommendation Committee.

Evaluation and Compensation Committee

The Evaluation and Compensation Committee is composed of four Outside Directors, Kim, Joon Gi; Kwon, Tae Kyun; Yoo, Jin Nyoung; and Park, Sung Wook. The Evaluation and Compensation Committee’s primary responsibilities include establishing evaluation procedures and compensation plans for executive officers and taking necessary measures to execute such plans.

Finance Committee

The Finance Committee is composed of three Outside Directors; Park, Sung Wook; Yoo, Jin Nyoung; and Sohn, Sung Kyu; and one Inside Director, Lee, Ju Tae. 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.

Audit Committee

Under Korean law and our articles of incorporation, we are required to have an Audit Committee. The Audit Committee may be composed of three or more directors; all members of the Audit Committee must be Outside Directors. Audit Committee members must also meet the applicable independence criteria set forth under the rules and regulations of the Sarbanes-Oxley Act of 2002. Members of the Audit Committee are elected by the shareholders at the ordinary general meeting of shareholders. We currently have an Audit Committee composed of three Outside Directors. Members of our Audit Committee are Sohn, Sung Kyu; Kim, Joon Gi; and Park, Sung Wook.

The duties of the Audit Committee include:

•	engaging independent auditors;
•	approving independent audit fees;
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•	approving audit and non-audit services;
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•	reviewing annual financial statements;
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•	reviewing audit results and reports, including management comments and recommendations;
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•	reviewing our system of controls and policies, including those covering conflicts of interest and business ethics; and
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•	examining improprieties or suspected improprieties.
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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.

CEO Candidate Pool Management Committee

The CEO Candidate Pool Management Committee is composed of all of our six Outside Directors, Kwon, Tae Kyun; Yoo, Young Sook; Yoo, Jin Nyoung; Sohn, Sung Kyu; Kim, Joon Gi; and Park, Sung Wook. The CEO Candidate Pool Management Committee reviews qualifications of the CEO candidates recommended by our board of directors and executive search firm, approves candidate pooling outcomes and talent development program for prospective candidates and monitors the results of prospective candidate development program.

Item 6.D.

Employees

As of December 31, 2024, we had 44,502 employees, including 31,229 persons employed by our subsidiaries, as reported to the Korea Fair Trade Commission pursuant to its guidelines for such year. Of the total number of employees, approximately 75% are technicians and skilled laborers and 25% are administrative staff. We use subcontractors for maintenance, cleaning and transport activities. We had 44,501 employees as of December 31, 2023 and 38,333 employees as of December 31, 2022, as reported to the Korea Fair Trade Commission pursuant to its guidelines for such years.

We have not experienced any material labor strikes or other material labor disputes in recent years, and we consider our current relations with our workforce to be satisfactory. 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 negotiations between the management and the majority labor union. A limited number of our employees are members of the Federation of Korean Metal Workers’ Trade Unions or the Korean Metal Workers’ Union. The Federation of Korean Metal Workers’ Trade Unions currently negotiates the terms of employment with the management.

In accordance with the National Pension Act of Korea, we contribute an amount equal to 4.5% of an employee’s standard monthly wages, and each employee contributes 4.5% of his or her standard monthly wages, into his or her personal pension account. Our employees, including executive officers as well as non-executive employees, are subject to a pension insurance system, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees

are paid from their pension accounts. Prior to 2011, our executive and non-executive employees were subject to a lump-sum severance payment system, under which they were entitled to receive a lump-sum severance payment upon termination of their employment, based on their length of service and salary level at the time of termination. Starting in 2011, in accordance with the Korean Employee Retirement Income Security Act, we replaced such lump-sum severance payment system with our current pension insurance system in the form of either a defined benefit plan or a defined contribution plan. Our employees have the option of choosing either the defined benefit plan or the defined contribution plan. See Note 21 to the 2024 Consolidated Financial Statements. Lump-sum severance amounts previously accrued prior to our adoption of the current pension insurance system continue to remain payable. We also provide a wide range of fringe benefits to our employees, including housing, housing loans, company-provided hospitals and schools, a company-sponsored pension program, an employee welfare fund, industrial disaster insurance and cultural and athletic facilities.

As of December 31, 2024, our employees owned, through our employee stock ownership association, approximately 1.59% of our common stock in their employee accounts.

Item 6.E.

Share Ownership

The persons who are currently our Directors or executive officers held, as a group, 22,776 common shares as of April 21, 2025. The table below shows the ownership of our common shares by our Directors and executive officers.

Name	Number of<br>Common Shares
Chang, In Hwa		630
Lee, Ju Tae		1,527
Chun, Sung Lae		410
Kim, Ki Soo		569
Yoo, Young Sook		44
Sohn, Sung Kyu		11,937
Kim, Joon Gi		137
Kim, Kyung Han		369
Lee, Sung Won		24
Kim, Keun Hwan		383
Kim, Seoung Jun		132
Kim, Kwang Moo		440
Lee, Won Chul		434
Lee, Jae Young		335
Kim, Seung Jun		131
Han, Young Ah		1,087
Lee, Sung Wook		402
Yang, Weon Jun		980
Im, Sang Hyug		135
Shin, Kun Chul		250
Choi, Young		345
Kim, Jung Young		169
Cho, Min Young		333
Kim, Yong Soo		211
Park, Hyeon		885
Kim, Kyeong Chan		131
Lee, Jae Wan		132
Shin, Hyeong Gu		2
La, Seung Min		10
Total		22,776

Item 6.F.

Disclosure of a Registrant

’

s Action to Recover Erroneously Awarded Compensation

Not applicable

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, 2024.

Shareholders	Number of Shares<br>Owned
National Pension Service		6,160,584	7.46	%
BlackRock Fund Advisors ^(1) (2) (3)^		4,206,522	5.09
CITIBANK N.A. ^(4)^		3,287,254	3.98
Pohang University of Science and Technology		1,981,047	2.40
Samsung Group ^(5)^		1,599,070	1.94
Treasury shares ^(6)^		7,003,598	8.48
Others		58,386,302	70.65
Total issued shares of common stock		82,624,377	100.00	%
(1)	Includes ADRs.
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(2)	Includes shares held by subsidiaries and others.
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(3)	The number of shares owned by the shareholder is based on the status report of large-scale shareholders filed with the U.S. Securities and Exchange Commission.
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(4)	As depositary of our ADRs.
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(5)	Includes shares held by Samsung Asset Management, Samsung Life Insurance, Samsung Active Asset Management and Samsung Securities.
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(6)	On March 31, 2025, we retired 1,691,425 treasury shares pursuant to a resolution of the board of directors dated February 19, 2025.
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As of December 31, 2024, there were 3,287,254 shares of common stock outstanding in the form of ADRs, representing 3.98% of the total issued shares of common stock.

Item 7.B.

Related Party Transactions

We have issued guarantees in favor of affiliated and related companies, and we have also engaged in various transactions with our related parties. See Notes 37 and 38 to the Consolidated Financial Statements.

As of December 31, 2022, 2023 and 2024, 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-131.

Legal Proceedings

Trade Remedy Proceedings

risks. While there has been an increase in the number of trade cases in recent years, and an increased focus on trade issues by government officials, such cases had been limited in scope relative to our global sales and operations. Through our trade affairs office, we continue to carefully monitor developments with respect to trade remedy policies, including anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs in all major markets in which we sell our products and seek to mitigate the related risks by adjusting supply and export arrangements as necessary and, where necessary, vigorously defend our rights. However, there can be no assurance that the free trade agreements between Korea and its major trading partners will not be amended or anti-dumping duties, safeguard duties, countervailing duties, quotas or tariffs will not be imposed on our sales of products abroad in the future. The occurrence of any such events, including those described below, may have a material adverse impact on our business, financial condition and results of operations.

Loans to Daewoo Motors India Guaranteed by Predecessor of POSCO International

In May 2002, Industrial Development Bank of India brought a suit against Daewoo International Corporation (currently, POSCO International), Daewoo Motors India Ltd., Daewoo Corporation and Daewoo Construction & Engineering Co., Ltd. in the India Delhi Mumbai Court, regarding its loans to Daewoo Motors India Ltd. guaranteed by Daewoo Co., Ltd. (predecessor of POSCO International). The total claim amount is 4.46 billion Indian Rupees, and POSCO International recognized provision of

Won 6.7 billion relating to its portion of the guarantee alleged by Industrial Development Bank of India. Daewoo International Corporation challenged the jurisdiction of the court in 2003. The outcome of such lawsuits remains uncertain and POSCO International’s provision is classified as a non-current liability as of December 31, 2024.

Legal Proceedings Related to the Songdo Project

In March 2019, NSC Investment LLC, an affiliate of Gale Investments Company, LLC and a former joint venture partner of POSCO E&C in the urban planning and development project in Songdo International City in Incheon (the “Songdo Project”), filed a claim in the United States District Court for the Southern District of New York and filed a request for arbitration pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce (“ICA”) against POSCO E&C, claiming POSCO E&C wrongfully seized and sold certain properties of the claimants. In December 2013, the joint venture, consisting of POSCO E&C and NSC Investment LLC, entered into a series of loan facility agreements with several lenders to finance the Songdo Project, with the joint venture partners’ respective stakes in the joint venture pledged as collateral. The loan facility agreements entitled POSCO E&C to certain subrogation rights related to guaranteeing the obligations of the joint venture to repay the principal amounts of the loans. In 2017, upon default of certain series of the loans, POSCO E&C exercised such subrogation rights, claimed the pledged assets of the claimant and sold such assets. The claimants claimed damages of approximately US$2.3 billion allegedly resulting from POSCO E&C’s purported wrongful seizure and sale of such properties as well as alleged overcharges made by POSCO E&C while serving as the construction contractor for the Songdo Project. The claim in the United States District Court for the Southern District of New York was dismissed in November 2020, and the ICA dismissed all claims against POSCO E&C in October 2022.

In September 2023, however, one of the claimants filed a claim against POSCO E&C in the Seoul Central District Court, claiming that it is entitled to damages of Won 20 billion. The basis of the claim is substantially similar to those made in the ICA arbitration proceeding described above. POSCO E&C intends to vigorously defend against such lawsuit.

Legal Proceedings Related to Contract-based Workers Dispatched by Third-party Contractors

For a description of our legal proceedings related to contract-based workers dispatched by third-party contractors, see “Item 3.D. Risk Factors — Labor laws and a recent Supreme Court decision on contract-based workers dispatched by third-party contractors could restrict flexibility in our labor management and result in an increase in our labor-related costs.”

Legal Proceeding Related to Relining of the No. 2 Blast Furnace at Gwangyang Works

In February 2025, a group of ten individuals filed a lawsuit at the Daegu District Court against POSCO seeking an injunction to stop the refurbishment of the No. 2 blast furnace at Gwangyang Works alleging that such refurbishment violates their right to a healthy environment. POSCO intends to vigorously defend against such lawsuit. See “Item 3. Key Information — Item 3.D. Risk Factors — We are subject to environmental regulations, and our operations could expose us to substantial liabilities.”

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 quarterly dividends under our articles of incorporation. If we decide to pay quarterly dividends, our articles of incorporation authorize us to pay them in cash to the shareholders and registered pledgees recorded as of the record date determined by a board resolution. 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 (including quarterly dividends), declared on the outstanding common stock to applicable shareholders of record of the years indicated. A total of 82,624,377 shares of common stock were issued as of December 31, 2024. Of these shares and as of such date, 75,620,779 shares were outstanding and 7,003,598 shares were held by us in treasury. The annual dividends set out for each of the years below were paid in the immediately following year.

Year	Annual Dividend per<br>Common Stock to<br>Public
	(In Won)
2020		4,500	3,500	8,000
2021		5,000	12,000	17,000
2022		2,000	10,000	12,000
2023		2,500	7,500	10,000
2024		2,500	7,500	10,000

Owners of the ADSs are entitled to receive any dividends payable in respect of the underlying shares of common stock.

Historically, we have paid to holders of record of our common stock an annual dividend. However, we can give no assurance that we will continue to declare and pay any dividends in the future.

Item 8.B.

Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our Consolidated Financial Statements included in this annual report.

Item 9.

The Offer and Listing

Item 9.A.

Offer and Listing Details

Notes

Not applicable

Common Stock

The principal trading market for our common stock is the KRX KOSPI Market. Our common stock, which is in registered form and has a par value of Won 5,000 per share, has been listed on the KRX KOSPI Market since June 1988 under the identifying code 005490.

ADSs

Our common stock is also listed on the New York Stock Exchange in the form of ADSs. The ADSs have been issued by Citibank, N.A. 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, 2024, there were 3,287,254 shares of common stock outstanding in the form of ADSs, representing 3.98% of the total issued shares of common stock.

Item 9.B.

Plan of Distribution

Not applicable

Item 9.C.

Markets

See “Item 9.A. Offering and Listing Details.”

Item 9.D.

Selling Shareholders

Not applicable

Item 9.E.

Dilution

Not applicable

Item 9.F.

Expenses of the Issuer

Not applicable

Item 10.

Additional Information

Item 10.A.

Share Capital

Currently, our authorized share capital is 200,000,000 shares, which consists of shares of common stock, par value Won 5,000 per share (“Common Shares”) and shares of non-voting stock, par value Won 5,000 per share (“Non-Voting Preferred Shares”). Our Non-Voting Preferred Shares have a preferential right to dividend payments. Common Shares and Non-Voting Preferred Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Preferred Shares up to the limit prescribed by applicable law, the aggregate of which currently is one-quarter of our total issued and outstanding capital stock. As of December 31, 2024, 82,624,377 Common Shares were issued, of which 7,003,598 shares were held by us in treasury. We have never issued any Non-Voting Preferred Shares. All of the issued and outstanding Common Shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Item 10.B.

Memorandum and Articles of Association

Under Article 2 of our articles of incorporation, the primary purpose of POSCO HOLDINGS INC. is to engage in, among others: controlling the businesses of, and guiding, organizing and improving the management of, subsidiaries by acquiring and owning the shares or ownership interests in subsidiaries (including sub-subsidiaries and companies controlled by such sub-subsidiaries, collectively “subsidiaries”); the management and licensing of intellectual property rights including brands and trademarks; investments related to start-up assistance and new technology; market research, management advisory and consulting services; technology research and commissioned services; matters entrusted by subsidiaries to assist the subsidiaries’ businesses; the supply of gas such as hydrogen and resources development business; the leasing of real estate and distribution businesses; and any other activities that are related, directly or indirectly, to the attainment and continuation of the foregoing purposes.

The following provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the FSCMA, the Commercial Code and related laws, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the Commercial Code. We have filed copies of our articles of incorporation and these laws (except for the newly enacted the FSCMA) as exhibits to registration statements under the Securities Act or the Securities Exchange Act previously filed by us.

Board of Directors

Under our articles of incorporation and the Commercial Code, any director who has a special interest in a proposal or a resolution is prohibited from voting on such proposal or resolution at the meeting of the board of directors. Any resolution of the board of directors must be approved by an

affirmative majority vote of the directors present at the meeting of the board of directors. The compensation for directors, including severance benefits, is paid within the limitation approved by the annual general meeting of shareholders.

Dividends

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. The Common Shares represented by the ADSs have the same dividend rights as other outstanding Common Shares.

Holders of Non-Voting Preferred Shares are entitled to receive dividends in priority to the holders of Common Shares in an amount not less than 9% of the par value of the Non-Voting Preferred Shares as determined by the board of directors at the time of their issuance. If the amount available for dividends is less than the aggregate amount of such minimum dividend, we do not have to declare dividends on the Non-Voting Preferred Shares.

We may declare dividends annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders and registered pledgees of record as of the record date as determined by a resolution of the board of directors. In addition, we may declare quarterly dividends pursuant to a board resolution held within 45 days from the end of March, June and September of each fiscal year to the eligible shareholders and registered pledgees recorded as of the record date determined by a resolution of the board of directors. We may distribute the annual dividend in cash, Shares or other form of property. However, we may distribute the quarterly dividend only in cash. A dividend of Shares must be distributed at par value and may not exceed 100% of the dividends declared each fiscal year in the aggregate; provided, however, that such dividend is required to be limited to half of the aggregate dividend amount if the market price of the Common Shares is lower than the par value of the Common Share. We have no obligation to pay any dividend unclaimed for five years from the payment date.

Under the Commercial Code, we may pay dividends 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 earned surplus reserve accumulated up to the end of the relevant dividend period, (iii) the legal reserve to be set aside for dividends, and (iv) unrealized profits determined in the Presidential Decree to the Commercial Code. We may not pay dividends unless we have set aside as earned surplus reserve an amount equal to at least 10% of the cash portion of dividends; provided, however, that we may pay dividends if the total amount of the earned surplus reserve is accumulated up to 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 times and, unless otherwise provided in the Commercial Code or our articles of incorporation, 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. If certain shareholders do not exercise their preemptive rights, we are required to cancel the proposed issuances of such unsubscribed portion of new Shares, unless otherwise permitted by the FSCMA.

Under our articles of incorporation, we may issue new Shares pursuant to a board resolution to persons other than existing shareholders, who in these circumstances will not have preemptive rights, if the new Shares are:

•	offered publicly or to underwriters for underwriting pursuant to the FSCMA and other applicable regulations;
•	issued to members of our employee stock ownership association pursuant to the FSCMA and other applicable regulations;
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•	represented by depositary receipts pursuant to the FSCMA and other applicable regulations;
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•	issued in a general public offering pursuant to a board resolution in accordance with the FSCMA and other applicable regulations, the amount of which is no more than 10% of the outstanding Shares;
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•	issued to our creditors pursuant to a debt-equity swap;
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•	issued to domestic or foreign entities pursuant to a joint venture agreement, strategic coalition or technology license or transfer agreement when deemed necessary for management purposes; or
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•	issued to domestic or foreign financial institutions when necessary for raising funds in emergency cases.
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In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 2 trillion, to persons other than existing shareholders.

Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20% of the Shares publicly offered pursuant to the FSCMA. This right is exercisable only to the extent that the total number of Shares so acquired and held by members of our employee stock ownership association does not exceed 20% of the total number of Shares then issued. As of December 31, 2024, our employees owned, through our employee stock ownership association, approximately 1.59% of our common stock in their employee accounts.

General Meeting of Shareholders

We hold the annual general meeting of shareholders within three months after the end of each fiscal year. The record date of the register of shareholders is December 31 of each year, and such shareholders listed on the register of shareholder as of the record date are entitled to exercise their right at the general meeting of shareholders. Subject to a board resolution, court approval or other applicable laws and regulations, 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;
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•	at the request of shareholders holding an aggregate of 1.5% or more of our outstanding Shares for at least six months; or
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•	at the request of our Audit Committee.
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Holders of Non-Voting Preferred Shares may request a general meeting of shareholders only after the Non-Voting Preferred Shares become entitled to vote or “enfranchised,” as described under “— Voting Rights” below.

We must give shareholders written notice or electronic document setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of 1% or less of the total number of issued and outstanding voting Shares, we may give notice by placing at least two public notices in at least two daily newspapers or by notices to be posted on the electronic disclosure database system maintained by the Financial Supervisory Service or the Korea Exchange at least two weeks in advance of the meeting. Currently, we use The Seoul Shinmun published in Seoul, The Maeil Shinmun published in Taegu and The Kwangju Ilbo published in Kwangju for this purpose. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of Non-Voting Preferred Shares, unless enfranchised, are not entitled to receive notice of general meetings of shareholders, but may attend such meetings. Our general meetings of shareholders are held either in Seoul, Pohang, where our registered main office is located, or at a near-by place if necessary.

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 10% (or more) owned by us either directly or indirectly, may not be exercised. The Commercial Code permitted cumulative voting, under which voting method each shareholder would have multiple voting rights corresponding to the number of directors to be appointed in the voting and may exercise all voting rights cumulatively to elect one director.

Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting Shares present or represented at the meeting, where the affirmative votes also represent at least one-fourth of our total voting Shares then issued and outstanding. However, under the 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;
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•	effecting any dissolution, merger or consolidation of us;
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•	transferring the whole or any significant part of our business;
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•	acquisition of all or a part of the business of any other company that may have a material impact on our business;
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•	issuing any new Shares at a price lower than their par value; or
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•	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.
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In general, holders of Non-Voting Preferred Shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders. However, in the case of amendments to our articles of incorporation, or any merger or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Preferred Shares, approval of the holders of Non-Voting Preferred Shares is required. We may obtain the approval by a resolution of holders of at least two-thirds of the

Non-Voting Preferred Shares present or represented at a class meeting of the holders of Non-Voting Preferred Shares, where the affirmative votes also represent at least one-third of our total issued and outstanding Non-Voting Preferred Shares.

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

Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying Common Shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the Common Shares underlying their ADSs.

Rights of Dissenting Shareholders

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. Only the shareholders who have executed a share purchase agreement evidencing their acquisition of the relevant Shares on or prior to the day immediately following the public disclosure of the board resolutions approving any of the aforementioned transactions have the rights to require us to purchase their Shares. To exercise this right, shareholders, including holders of Non-Voting Preferred Shares, must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their Shares. We are obligated to purchase the Shares of dissenting shareholders within one month after the expiration of the 20-day period. The purchase price for the Shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily Share prices on the Korea Exchange for the two-month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily Share price on the Korea Exchange for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily Share price on the Korea Exchange for the one week period before such date of the adoption of the relevant resolution. However, the court may determine this price if we or dissenting shareholders do not accept the purchase price. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common stock and become our direct shareholders.

We maintain the register of our shareholders electronically through Kookmin Bank, our transfer agent. Kookmin Bank performs electronic registration of our Shares, manages the electronic register of our shareholders and oversees other matters related to our Shares.

The record date for annual dividends is determined by a board resolution. For the purpose of determining the shareholders entitled to annual dividends, the register of shareholders may be closed for the period from January 1 to January 15 of each year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the Shares, we may, on at least two weeks’ public notice, set a record date and/or close the register of shareholders for not more than three months. The trading of Shares may continue while the register of shareholders is closed. However, pursuant to the Act on Electronic Registration of Stocks, Bonds, etc., which became effective on September 16, 2019, the closure of the register of shareholders is not required in order to determine the shareholders entitled to certain shareholder rights. Instead, we may set the record date by a board resolution and determine the shareholders of record as of such record date without closing the register of shareholders.

Annual Report

At least one week before the annual general meeting of shareholders, we must make our annual report and audited financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the audited financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the FSCMA, we must file with the Financial Services Commission and the Korea Exchange (1) an annual business report within 90 days after the end of our fiscal year, (2) a half-year report within 45 days after the end of the first six months of our fiscal year, and (3) quarterly reports within 45 days after the end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the electronic disclosure database system maintained by the Financial Supervisory Service and the Korea Exchange.

Transfer of Shares

Under the Act on Electronic Registration of Stocks, Bonds, etc., the transfer of Shares is effected by electronic registration of such transfer. Once the transfer of Shares is electronically registered, the transferee is entitled to the shareholders’ rights.

Under current Korean regulations, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a brokerage, dealing or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of Shares by non-residents or non-Koreans. See “Item 10. Additional Information — Item 10.D. Exchange Controls.”

Our transfer agent is Kookmin Bank, located at 26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul, Korea.

Acquisition of Shares by Us

We may acquire our own Shares, subject to the approval by the general meeting of shareholders. In addition, we may acquire Shares through purchases on the Korea Exchange or through a tender offer or by acquiring the interests in a trust account holding our own Shares through agreements with trust companies and asset management companies. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends available at the end of the preceding fiscal year less the amount of dividends and mandatory reserves required to be set aside for that fiscal year, subject to certain procedural requirements.

In accordance with the Commercial Code, we may resell or transfer any Shares acquired by us to a third party, subject to the approval by the board of directors. In general, corporate entities in which we own more than 50% equity interest may not acquire our Shares, unless otherwise permitted by the Korean Commercial Code. Under the FSCMA, we are subject to certain selling restrictions for the Shares acquired by us.

Liquidation Rights

In the event of our liquidation, after payment of all debts, liquidation expenses and taxes, our remaining assets will be distributed among shareholders in proportion to their shareholdings. Holders of Non-Voting Preferred Shares have no preference in liquidation.

Item 10.C.	Material Contracts

None.

Item 10.D.	Exchange Controls

Shares and ADSs

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively, “Foreign Exchange Transaction Laws”) and the Foreign Investment Promotion Law regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities subject to procedural requirements in accordance with these laws. The Financial Services Commission has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investment by foreigners in Korean securities.

Subject to certain limitations, the Ministry of Economy and Finance has the authority to take the following actions under the Foreign Exchange Transaction Laws:

•

if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Economy and Finance may (i) 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), (ii) impose an obligation to deposit, safe-keep or sell precious metal or any other means of payment to The Bank of Korea, a foreign exchange stabilization fund or certain other governmental agencies or financial companies or (iii) require Korean creditors to collect debts owned by non-Korean debtors and deposit them in their bank accounts in Korea; and

•

if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries is likely to adversely affect its currency policies, exchange rate policies or other macroeconomic policies, the Ministry of Economy and Finance may take action to require any person who intends to effect a capital transaction to obtain permission or to require any person who effects a capital transaction to deposit a portion of the means of payment acquired in such transactions with The Bank of Korea, a foreign exchange stabilization fund or certain other governmental agencies or financial companies.

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Government Review of Issuance of ADSs

In order for us to issue shares represented by ADSs, we are required to file a prior report of the issuance with our designated foreign exchange bank or the Ministry of Economy and Finance, depending on the issuance amount. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.

Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We can give no assurance that we would grant our consent, if our consent is required.

Reporting Requirements for Holders of Substantial Interests

Under the FSCMA, any person whose direct or beneficial ownership of a listed company’s shares with voting rights, whether in the form of shares or ADSs, certificates representing the rights to

subscribe for Shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively, “Equity Securities”) together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person accounts for 5% or more of the total outstanding Equity Securities of such listed company is required to report the status and the purpose (whether or not to exert an influence on management control over the issuer) of the holdings to the Financial Services Commission and the Korea Exchange within five business days after reaching the 5% ownership interest. In addition, any change in the purpose of holding such ownership interest or a change in the ownership interest subsequent to the report which equals or exceeds 1% of the total outstanding Equity Securities is required to be reported to the Financial Services Commission and the Korea Exchange within five business days from the date of the change. However, the reporting deadline of such reporting requirement is extended (1) for certain professional investors, as specified by the Presidential Decrees under the FSCMA, (i) to the tenth day of the month immediately following the month of such change in their shareholding if the shares are held with the intention of actively exercising shareholder rights as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the quarter of such change in their shareholding if the shares are held for portfolio investment purposes; and (2) for persons other than such professional investors, (i) to the tenth business day of the date of such change in their shareholding if the shares are held with the intention of exercising the statutory rights of shareholders as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the month of such change in their shareholding if the shares are held for portfolio investment purposes. Those who report the purpose of shareholding as management control of the issuer are prohibited from exercising their voting rights and acquiring additional shares for five days subsequent to their report under the FSCMA.

Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the ownership of Equity Securities exceeding 5%. Furthermore, the Financial Services Commission may issue an order to dispose of Equity Securities for which the reporting requirements were violated.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of a listed company’s voting stock accounts for 10% or more of the total issued and outstanding voting stock (a “major stockholder”) must report the status of his or her shareholding to the Securities and Futures Commission and the Korea Exchange within five business days after he or she becomes a major stockholder. In addition, any change in his or her ownership interest subsequent to the report must be reported to the Securities and Futures Commission and the Korea Exchange within five business days. However, the reporting deadline of such reporting requirement is extended (i) to the tenth day of the month immediately following the month of such change in their shareholding for certain professional investors, as specified by the Presidential Decree under the FSCMA, who hold shares with the intention of actively exercising shareholder rights as provided by the applicable laws, but without the intention of exercising management control or (ii) to the tenth day of the month immediately following the quarter of such change in their shareholding if the shares are held for portfolio investment purposes. Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment.

Under the KRX regulations, if a company listed on the KRX KOSPI Market has submitted public disclosure of material matters to a foreign financial investment supervisory authority pursuant to the laws of the foreign jurisdiction, then it must submit a copy of the public disclosure and a Korean translation thereof to the Korea Exchange. In addition, if a company listed on the KRX KOSPI Market is approved for listing on a foreign stock exchange or determined to be de-listed from the foreign stock exchange or actually lists on, or de-lists from, a foreign stock exchange, then it must submit to the Korea Exchange a copy, together with a Korean translation thereof, of all documents submitted to, or received from, the relevant foreign government, supervisory authority or stock exchange.

Restrictions Applicable to ADSs

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery inside Korea of shares in connection with the withdrawal. The acquisition of the shares by a foreigner must be immediately reported by the foreigner or his standing proxy in Korea to the Governor of the Financial Supervisory Service (“Governor”).

Persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.

In addition, under the Financial Services Commission regulations, effective as of November 30, 2006, we are required to file a securities registration statement with the Financial Services Commission and such securities registration statement has to become effective pursuant to the FSCMA in order for us to issue shares represented by ADSs, except in certain limited circumstances.

Restrictions Applicable to Shares

Under the Foreign Exchange Transaction Laws and the Financial Services Commission regulations (together, the “Investment Rules”), foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX KOSPI Market or the KRX KOSDAQ Market, unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances, including, among others:

•	odd-lot trading of shares;
•	acquisition of shares (“Converted Shares”) by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable 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 shares of a public service corporation for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded with certain exceptions;
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•	acquisition of shares by direct investment as defined in the Foreign Investment Promotion Law or disposal of such shares;
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•	disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;
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•	acquisition or disposal of shares in connection with a tender offer;
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•	acquisition of underlying 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 KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange; and
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•	arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.
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For over-the-counter transactions between foreign investors outside the KRX KOSPI Market or the KRX KOSDAQ Market involving shares of a public service corporation for which the limit on

aggregate foreign ownership has been reached or exceeded, an investment broker licensed in Korea must act as an intermediary. Odd-lot trading of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve an investment dealer licensed in Korea. Foreign investors are prohibited from engaging in margin trading by borrowing shares from investment brokers or investment dealers with respect to shares that are subject to foreign ownership limitation.

Acquisition or sale of shares outside the Korea Exchange by a foreign investor 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 shares of certain public service corporations for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor by the Korea Securities Depository, financial investment companies with a dealing or brokerage license or securities finance companies engaged to facilitate such transaction. A foreign investor must appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license (including domestic branches of foreign financial investment 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 owned by a foreign investor must be kept in custody with an eligible custodian in Korea. Only foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license (including domestic branches of foreign financial investment companies), the Korea Securities Depository and internationally recognized custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public service corporations are subject to a 40% ceiling on the acquisition of shares by foreigners in the aggregate. Designated public service corporations may set a ceiling on the acquisition of shares by a single foreign investor according to its articles of incorporation. Furthermore, an investment by a foreign investor of not less than 10% of the outstanding shares with voting rights and in the amount of not less than Won 100 million of a Korean company is defined as a foreign direct investment under the Foreign Investment Promotion Law, which is, in general, subject to report to, and acceptance by, the Ministry of Trade, Industry & Energy. The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign shareholding restrictions in the event that the restrictions are prescribed in each specific law which regulates the business of the Korean company. Changes in ownership of a Korean company by a foreign direct investor, as well as changes in certain aspects of the foreign direct investment (including changes in the foreign direct investor’s name, address or business), are also subject to reporting requirements.

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the

purchase price of, a stock purchase transaction to a Won account opened in the name of a financial investment company with a dealing, brokerage or collective investment license. Funds in the foreign currency account may be remitted abroad without any governmental approval.

Dividends on Shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s financial investment company with a dealing, brokerage or collective investment license or his Won Account. Funds in the investor’s Won Account may be transferred to his foreign currency account or withdrawn for local living expenses up to certain limitations. Funds in the Won Account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

Financial investment companies with a dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these financial investment companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

Item 10.E.	Taxation

The following summary is based upon tax laws of the United States and Korea as in effect on the date of this annual report on Form 20-F, and is subject to any change in United States or Korean law that may come into effect after such date. Investors in the shares of common stock or ADSs are advised to consult their own tax advisers as to the United States, Korean or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any foreign, state or local tax laws.

Korean Taxation

The following is a summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations which may apply to a particular investor and potential investors are advised to satisfy themselves as to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the jurisdiction of which they are resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisers.

Tax on Dividends

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

The tax is withheld by the payer of the dividend. While it is the payer which is required to withhold the tax, Korean law generally entitles the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld, upon providing evidence that it was entitled to have tax withheld at a lower rate, if certain conditions are met.

Tax on Capital Gains

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

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

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

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was a tax resident of Korea and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a certain limit and the rate varies from 10% to 50% depending on the value of the property.

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

Securities Transaction Tax

Securities transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.35% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market (such as the common shares), the securities transaction tax is imposed generally at the rate of (i) 0.15% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or (ii) subject to certain exceptions, 0.35% of the sales price of such shares if traded outside the KRX KOSPI Market.

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

Securities transaction tax, if applicable, must be paid by the transferor of the shares or rights, in principle. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder without a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the securities

transaction tax. Failure to do so will result in the imposition of penalties equal to the sum of (i) between 10% to 40% of the tax amount due, depending on the nature of the improper reporting, and (ii) 8.03% per annum on the tax amount due for the default period.

Tax Treaties

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

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

In order for a Non-resident Holder to obtain the benefit of a tax exemption on certain Korean source income (e.g., interest and capital gains) under an applicable tax treaty, Korean tax law requires such Non-resident Holder (or its agent) to submit to the payer of such Korean source income an application for tax exemption under a tax treaty along with a certificate of tax residency of such Non-resident Holder issued by a competent authority of the non-resident’s country of tax residence, subject to certain exceptions. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income. However, this requirement does not apply to exemptions under Korean tax law.

For a non-resident of Korea to obtain the benefits of treaty-reduced tax rates on certain Korean source income (e.g., capital gains and interest) under an applicable tax treaty, Korean tax law requires such non-resident (or its agents) to submit to the payer of such Korean source income an application for treaty-reduced tax rates prior to receipt of such Korean source income; provided, however, that an owner of ADSs who is a non-resident of Korea is not required to submit such application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository by a foreign depository. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income.

If Korean source income is paid to a non-resident through an overseas investment vehicle, such investment vehicle must obtain an application for tax exemption or reduced tax rates from each non-resident, who is the beneficial owner of such investment vehicle and submit to the payer of such Korean source incomes an overseas investment vehicle report, together with the applications for tax exemptions or reduced tax rates prepared by the non-resident beneficial owner. An overseas investment vehicle means an organization established outside of Korea that manages funds collected through investment solicitation by way of acquiring, disposing, or otherwise investing in investment targets and then distributes the outcome of such management to investors. An application for tax exemption or reduced tax rates submitted by the non-resident remains effective for three years from submission, and if any material changes occur with respect to information provided in the application, an application reflecting such change must be newly submitted.

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

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United States Taxation

This summary describes the material U.S. federal income tax consequences for a U.S. holder (as defined below) of owning our shares of common stock or ADSs. This summary applies to you only if you hold shares of common stock or ADSs as capital assets for tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:

•	a dealer in securities or currencies;
•	a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;
---	---
•	a bank;
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•	a life insurance company;
---	---
•	a tax-exempt organization;
---	---
•	a person that holds shares of common stock or ADSs that are a hedge or that are hedged against interest rate or currency risks;
---	---
•	a person that holds shares of common stock or ADSs as part of a straddle or conversion transaction for tax purposes;
---	---
•	a person whose functional currency for tax purposes is not the U.S. dollar;
---	---
•	a person that owns or is deemed to own 10% or more of any class of our stock or 10% or more of the combined voting power or value of all of our classes of stock; or
---	---
•	an entity treated as a partnership for U.S. federal income tax purposes that holds shares of common stock or ADSs, or an investor therein.
---	---

This summary is based on laws, treaties and regulatory interpretations in effect on the date hereof, all of which are subject to change, possibly on a retroactive basis.

Please consult your own tax advisers concerning the U.S. federal, state, local and other foreign tax consequences of purchasing, owning and disposing of shares of common stock or ADSs in your particular circumstances.

For purposes of this summary, a “U.S. holder” is a beneficial owner of a share of common stock or ADS that is:

•	a citizen or resident of the United States;
•	a U.S. domestic corporation; or
---	---
•	otherwise subject to U.S. federal income tax on a net income basis with respect to income from the shares of common stock or ADS.
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Shares of Common Stock and ADSs

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the shares of common stock represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the shares of common stock represented by that ADS.

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Passive Foreign Investment Company Rules

Special U.S. tax rules apply to companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if either

•	75 percent or more of our gross income for the taxable year is passive income; or
•	at least 50 percent of the value of our assets (generally determined on the basis of a quarterly average) is attributable to assets that produce or are held for the production of passive income.
---	---

For this purpose, passive income generally includes dividends, interest, gains from certain commodities transactions, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income.

Based on our 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 2023 or 2024 taxable years. In addition, based on 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 expect to be a PFIC for our 2025 taxable year or in the foreseeable future. However, the determination of whether we are a PFIC must be made annually based on the facts and circumstances at that time, some of which may be beyond our control, including the valuation of our assets as implied by the market price for our common stock or ADSs. Accordingly, we could be classified as a PFIC in the current or a future taxable year, and that possibility may be increased significantly by market volatility or a decline in the price of our common stock or ADSs.

If we are classified as a PFIC in any taxable year during which you hold our common stock or ADSs, you could be subject to a special tax at ordinary income rates on “excess distributions,” including certain distributions by us and gain that you recognize on the sale of your common stock or ADSs. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period you held the common stock or ADSs. Classification as a PFIC may also have other adverse consequences, including, in the case of individuals, the denial of a step-up in the basis of your common stock or ADSs at death. Except where otherwise noted, the remainder of this summary assumes that we were not a PFIC for our 2024 taxable year and that we will not become a PFIC in the current or any future year.

You should consult your own tax advisers as to our status as a PFIC and the tax consequences to you of such status.

Dividends

The gross amount of cash dividends that you receive (prior to deduction of Korean taxes) generally will be subject to U.S. federal income taxation as foreign source dividend income. Dividends paid in Won will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date of your (or, in the case of ADSs, the depositary’s) receipt of the dividend, regardless of whether the payment is in fact converted into 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 advisers regarding the treatment of any foreign currency gain or loss on any Won received by U.S. holders that are converted into U.S. dollars on a date subsequent to receipt.

The U.S. dollar amount of dividends received by an individual U.S. holder with respect to the ADSs and common stock will be subject to taxation at a preferential rate applicable to long-term capital gains if the dividends are “qualified dividends.” Subject to certain exceptions for short-term and hedged positions, dividends paid on the ADSs and common stock will be treated as qualified dividends if (i) we

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are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purposes of the qualified dividend rules and (ii) we were not, in the year prior to the year in which the dividend is paid, and are not, in the year in which the dividend is paid, a PFIC. The income tax treaty between Korea and the United States (“Treaty”) has been approved for the purposes of the qualified dividend rules, and we believe we are eligible for benefits under the Treaty. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2023 or 2024 taxable years. In addition, based on 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 expect to be a PFIC for our 2025 taxable year. You should consult your own tax advisers regarding the availability of the reduced dividend tax rate in the light of your own particular circumstances.

Distributions of additional shares in respect of shares of common stock or ADSs that are made as part of a pro-rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Sales and Other Dispositions

For U.S. federal income tax purposes, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of common stock or ADSs equal to the difference, if any, between the amount realized on the sale or exchange and your adjusted tax basis in the common stock or ADSs. Any gain or loss realized by a U.S. holder on the sale or other disposition of common stock or ADSs generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. Subject to the discussion above under “Passive Foreign Investment Company Rules,” this gain or loss will be capital gain or loss, and will be long-term capital gain or loss to the extent that the shares of common stock or ADSs sold or disposed of 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

Subject to generally applicable limitations and conditions, Korean dividend or capital gains withholding tax paid at the appropriate rate applicable to you may be eligible for a credit against your U.S. federal income tax liability. These generally applicable limitations and conditions include requirements adopted by the U.S. Internal Revenue Service (“IRS”) in regulations promulgated in December 2021 and any Korean tax will need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. In the case of a U.S. holder that consistently elects to apply a modified version of these rules under temporary guidance and complies with specific requirements set forth in such guidance, the Korean tax on dividends or gains will be treated as meeting the new requirements and therefore as a creditable tax. In the case of all other U.S. holders, the application of these requirements to the Korean tax on dividends or gains is uncertain and we have not determined whether these requirements are met, including requirements applicable to the Treaty. If the Korean dividend or capital gains tax is not a creditable tax for a U.S. holder or you do not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year, you may be able to deduct the Korean tax in computing your taxable income for U.S. federal income tax purposes.

Dividends will constitute income from sources without the United States and, if the withholding tax is a creditable tax for a U.S. holder that elects to claim foreign tax credits, generally will constitute “passive category income” for foreign tax credit purposes. Capital gain or loss recognized by a U.S. holder on the sale or other disposition of the shares of common stock or ADSs generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. Consequently, even if any withholding tax on gains qualifies as a creditable tax, you may not be able to credit the tax against your U.S. federal

103

income tax liability unless such credit can be applied (subject to generally applicable conditions and limitations) against tax due on other income treated as derived from foreign sources. If the Korean tax is not a creditable tax, the tax would reduce the amount realized on the sale or other disposition of the shares of common stock or ADSs even if you have elected to claim a foreign tax credit for other taxes in the same year.

Any Korean securities transaction tax or agriculture and fishery special tax that you pay will not be creditable for foreign tax credit purposes.

The availability and calculation of foreign tax credits and deductions for foreign taxes depend upon a U.S. holder’s particular circumstances and involve the application of complex rules to those circumstances. The temporary guidance discussed above also indicates that the Treasury and the IRS are considering proposing amendments to the December 2021 regulations and that the temporary guidance can be relied upon until additional guidance is issued that withdraws the temporary guidance. You should consult your own tax advisors regarding the application of these rules to your particular situation.

Specified Foreign Financial Assets

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer (which would include the common stock or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the common stock or ADSs, including the application of the rules to their particular circumstances.

U.S. Information Reporting and Backup Withholding Rules

Payments in respect of 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 you provide an accurate taxpayer identification number and make any other required certification or otherwise establish an exemption. Holders that are not “United States persons” (as defined in the Internal Revenue Code of 1986, as amended) generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of its non-U.S. status in connection with payments received within the United States or through a U.S.-related financial intermediary.

Item 10.F.

Dividends and Paying Agents

See “Item 8.A. Consolidated Statements and Other Financial Information — Dividends” above for information concerning our dividend policies and our payment of dividends. See “Item 10.B. Memorandum and Articles of Association — Dividends” for a discussion of the process by which dividends are paid on shares of our common stock. The paying agent for payment of our dividends on ADSs in the United States is the Citibank, N.A.

104

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. You may obtain information on the operation of the Public Reference Room by calling the SEC at

1-800-SEC-0330.

Any filings we make electronically will be available to the public over the Internet at the SEC’s website at http://www.sec.gov.
Item 10.I.

Subsidiary Information

Not applicable

Item 10.J.

Annual Report to Security Holders

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

None of our loss exposures related to derivative contracts are unlimited, and we do not believe that our net derivative positions could result in a material loss to our profit before income tax or total equity due to significant fluctuations of major currencies against the Korean Won. Due to the nature of our derivative contracts primarily as hedging instruments that manage foreign exchange risks, net gain or net loss on derivatives transactions and valuation of derivatives are typically offset by net loss or net gain on foreign currency transaction and translation. We recognized net gain on derivatives transactions of Won 150 billion and net gain on valuation of derivatives of Won 70 billion in 2022, net gain on valuation of derivatives of Won 124 billion and net gain on derivatives transactions of Won 13 billion in 2023, and net gain on valuations of derivatives of Won 790 billion and net gain on derivatives transactions of Won 120 billion in 2024.

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 U.S. 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 U.S. dollars, relate primarily to imported raw material costs and freight costs. Foreign currency-denominated liabilities relate primarily to foreign currency-denominated debt.

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

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

	For the Year Ended December 31,
	2022								2023								2024
	Increase				Decrease				Increase				Decrease				Increase				Decrease
	(In billions of Won)
U.S. dollars		W	(344	)		W	344			W	(617	)		W	617			W	(549	)		W	549
Euro			(186	)			186				(234	)			234				14				(14	)
Japanese Yen			14				(14	)			8				(8	)			9				(9	)

See Note 23 to the Consolidated Financial Statements.

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. In particular, we are exposed to interest rate risk on our existing floating rate borrowings and on additional debt financings that we may periodically undertake for various reasons, including capital expenditures and refinancing of our existing borrowings. A rise in interest rates will increase the cost of our existing variable rate borrowings. If interest rates on borrowings with floating rates had been 1% higher or lower with all other variables held constant, the impact on the gain or loss of the applicable period would be as follows:

	For the Year Ended December 31,
	2022						2023						2024
	Increase			Decrease			Increase			Decrease			Increase			Decrease
	(In billions of Won)
Increase or decrease in profit and equity		W	(82)		W	82		W	(77)		W	77		W	(47)		W	47

See Note 23 to the Consolidated Financial Statements.

A reduction of interest rates also increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. From time to time, we use, to a limited extent, interest rate swaps to reduce interest rate volatility on some of our debt and manage our interest expense by achieving a balanced mixture of floating and fixed rate debt.

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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, 2024 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency.

	Maturities
																									December 31, 2024
	2025				2026				2027				2028				2029				Thereafter				Total				Fair<br> Value
	(In billions of Won except rates)
Local currency:
Fixed rate		W	3,066			W	2,372			W	1,159			W	909			W	603			W	1,019			W	9,128			W	9,114
Average weighted rate ^(1)^			2.48	%			1.91	%			1.33	%			1.37	%			1.11	%			1.84	%			1.86	%
Variable rate			795				228				110				—				—				458				1,591				1,588
Average weighted rate ^(1)^			3.22	%			1.92	%			4.45	%			—				—				4.18	%			3.40	%
Sub-total			3,861				2,600				1,269				909				603				1,477				10,719				10,702
Foreign currency, principally U.S. dollars and Yen:
Fixed rate		W	3,387			W	1,109			W	1,881			W	1,457			W	594			W	558			W	8,986			W	8,870
Average weighted rate ^(1)^			0.37	%			0.22	%			2.03	%			0.00	%			0.00	%			0.43	%			0.63	%
Variable rate			3,319				618				1,037				—				5				1,274				6,253				6,245
Average weighted rate ^(1)^			4.17	%			0.14	%			3.12	%			—				0.01	%			0.01	%			2.75	%
Sub-total			6,706				1,727				2,918				1,457				599				1,832				15,239				15,115
Total		W	10,567			W	4,327			W	4,187			W	2,366			W	1,202			W	3,309			W	25,958			W	25,817
(1)	Weighted average rates of the portfolio at the period end.
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Item 12.

Description of Securities Other than Equity Securities

Not applicable

Item 12.A.

Debt Securities

Not applicable

Item 12.B.

Warrants and Rights

Not applicable

Item 12.C.

Other Securities

Not applicable

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Item 12.D.

American Depositary Shares

Fees and Charges

We switched our depositary from The Bank of New York Mellon to Citibank, N.A. in July 2013. Holders of our ADSs are required to pay the following service fees to the depositary:

Services	Fees
Issuance of ADSs upon deposit of shares	Up to $5.00 per 100 ADSs issued
Delivery of deposited shares against surrender of ADSs	Up to $5.00 per 100 ADSs surrendered
Distributions of cash dividends or other cash distributions	Up to $5.00 per 100 ADSs held
Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of rights to purchase additional ADSs	Up to $5.00 per 100 ADSs held
Distribution of securities other than ADSs or rights to purchase additional ADSs	Up to $5.00 per 100 ADSs held
General depositary services	Up to $5.00 per 100 ADSs held

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

•	fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea (i.e., upon deposit and withdrawal of shares);
•	expenses incurred for converting foreign currency into U.S. dollars;
---	---
•	expenses for cable, telex and fax transmissions and for delivery of securities;
---	---
•	taxes (including applicable interest and penalties) and other governmental charges;
---	---
•	fees and expenses incurred in connection with compliance with exchange control regulations and other regulatory requirements; and
---	---
•	fees and expenses incurred in connection with the delivery or servicing of shares on deposit.
---	---

Depositary fees payable upon the issuance and surrender of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for surrender. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

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

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

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

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Fees and Payments from the Depositary to Us

In 2024, we received approximately $2.0 million from the depositary for reimbursement of various costs, including preparation of SEC filing and submission, listing fees, proxy process expenses (printing, postage and distribution), legal fees and contributions for our investor relations activities.

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

PART II

Item 13.

Defaults, Dividend Arrearages and Delinquencies

Not applicable

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable

Item 15.

Controls and Procedures

a. Disclosure Controls and Procedures

Our management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2024. 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 Commission’s rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

b. Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated 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 consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable

109

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated 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, 2024 based on criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2024.

c. Report of the Independent Registered Public Accounting Firm

The report of our independent registered public accounting firm, Ernst & Young Han Young, on the effectiveness of our internal control over financial reporting as of December 31, 2024 is included in Item 18 of this Form 20-F.

d. Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the year covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Our adoption of Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission did not have, and is not reasonably likely to have, any material effect on our internal control over financial reporting.

Item 16.

[Reserved]

Item 16.A.

Audit Committee Financial Expert

The board of directors has determined that Sohn, Sung Kyu is an audit committee financial expert and is independent within the meaning of applicable SEC rules.

Item 16.B.

Code of Ethics

We have adopted a code of business conduct and ethics, as defined in Item 16B. of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of business conduct and ethics, called Code of Ethics, applies to our chief executive officer and chief financial officer, as well as to our directors, other officers and employees. Our Code of Ethics is available on our website at http://www.posco-inc.com. If we amend the provisions of our Code of Ethics 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 website at the same address.

Item 16.C.

Principal Accountant Fees and Services

Our independent registered public accounting firm for the fiscal year ending December 31, 2024 is Ernst & Young Han Young and the auditor location is Seoul, Republic of Korea, and the auditor firm ID is 1437. Our independent registered public accounting firm for the fiscal years ending December 31, 2022 and 2023 was KPMG Samjong Accounting Corp. and their location is Seoul, Republic of Korea, and their firm ID is 1357.

110

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent registered public accounting firm, Ernst & Young Han Young and its affiliates during the fiscal year ended December 31, 2024:

	For the Year Ended<br>December 31, 2024
	(In millions of Won)
Audit fees ^(1)^		W 15,840
Tax fees ^(2)^		1,031
Other fees ^(3)^		2,370
Total fees		W 19,241
(1)	Audit fees consist of fees related to the audit of our annual financial statements and the annual financial statements of other related companies and review of interim financial statements.
---	---
(2)	Tax fees consist of fees related to our tax compliance and tax planning, as well as compliance related to transfer pricing.
---	---
(3)	Other fees consist of fees related to statutory audits unrelated to the audit of our annual financial statements.
---	---

The following table sets forth the fees billed to us by our independent registered public accounting firm, KPMG Samjong Accounting Corp., a member firm of KPMG International, and their respective affiliates, which we collectively refer to as KPMG, during the fiscal year ended December 31, 2023:

	For the Year Ended<br>December 31, 2023
	(In millions of Won)
Audit fees ^(1)^		W 12,221
Audit-related fees ^(2)^		341
Tax fees ^(2)^		1,684
Other fees ^(3)^		3,149
Total fees		W 17,395
(1)	Audit fees consist of fees related to the audit of our annual financial statements and the annual financial statements of other related companies and review of interim financial statements.
---	---
(2)	Audit-related fees consist of fees related to audits and reviews of carveout and combined financial statements, issuing comfort letters in connection with our securities offering and agreed-upon procedures related to the vertical spin-off of POSCO.
---	---
(3)	Tax fees consist of fees related to our tax compliance and tax planning, as well as compliance related to transfer pricing.
---	---
(4)	Other fees consist of fees related to statutory audits unrelated to the audit of our annual financial statements.
---	---

Audit Committee Pre-Approval Policies and Procedures

Under our Audit Committee’s pre-approval policies and procedures, all audit and non-audit services to be provided to us by an independent registered public accounting firm must be pre-approved by our Audit Committee. Our Audit Committee does not pre-approve any audit and non-audit services that are prohibited from being provided to us by an independent registered public accounting firm under the rules of SEC and applicable law.

Item 16.D.

Exemptions from the Listing Standards for Audit Committees

Not applicable

111

Item 16.E.

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 2024:

Period
January 1 to January 31	—	—	—	—
February 1 to February 29	—	—	—	—
March 1 to March 31	—	—	—	—
April 1 to April 30	—	—	—	—
May 1 to May 31	—	—	—	—
June 1 to June 30	—	—	—	—
July 1 to July 31	255,428	361,398	255,428	—
August 1 to August 31	—	—	—	—
September 1 to September 30	—	—	—	—
October 1 to October 31	—	—	—	—
November 1 to November 30	—	—	—	—
December 1 to December 31	—	—	—	—
Total	255,428	361,398	255,428	—

Item 16.F.

Change in Registrant’s Certifying Accountant

The disclosure called for by paragraph (a) of this Item 16F was previously reported, as that term is defined in Rule 12b-2 under the Exchange Act, in our Annual Report on Form 20-F for the year ended December 31, 2023, filed on April 29, 2024.

Item 16.G.

Corporate Governance

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law and in accordance with our own internal procedures. The following is a summary of such significant differences.

NYSE Corporate Governance Standards	POSCO HOLDINGS INC.’s Corporate Governance<br>Practice
Director Independence
Listed companies must have a majority of independent directors	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.<br> <br><br> <br>The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and six out of 10 directors are Outside Directors. Under our articles of incorporation, we may have up to five Inside Directors and eight Outside Directors.
Nomination/Corporate Governance Committee
A nomination/corporate governance committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee.	We have not established a separate nomination corporate governance committee. However, we maintain (i) a CEO Candidate Pool Management Committee composed of all of our six Outside Directors and (ii) a Director Candidate Recommendation Committee composed of three Outside Directors.

112

NYSE Corporate Governance Standards	POSCO HOLDINGS INC.’s Corporate Governance<br>Practice
Compensation Committee
A compensation committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. The charter must be made available on the company’s website. In addition, in accordance with the U.S. Securities and Exchange Commission rules adopted pursuant to Section 952 of the Dodd-Frank Act, the New York Stock Exchange listing standards were amended to expand the factors relevant in determining whether a committee member has a relationship with the company that will materially affect that member’s duties to the compensation committee.<br> <br><br> <br>Additionally, the committee may obtain or retain the advice of a compensation adviser only after taking into consideration all factors relevant to determining that adviser’s independence from management.	We maintain an Evaluation and Compensation Committee composed of four Outside Directors.
Executive Session
Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.	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 satisfies the independence and other requirements of Rule 10A-3 under the Exchange Act. All members must be independent. The committee must have a charter addressing the committee’s purpose, an annual performance evaluation of the committee, and the duties and responsibilities of the committee. The charter must be made available on the company’s website.	We maintain an Audit Committee comprised of three Outside Directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.
Audit Committee Additional Requirements
Listed companies must have an audit committee that is composed of at least three directors.	Our Audit Committee has three members, as described above.
Shareholder Approval of Equity Compensation Plan
Listed companies must allow their shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.	We currently have an Employee Stock Ownership Program. Matters related to the Employee Stock Ownership Program are not subject to shareholders’ approval under Korean law.
Shareholder Approval of Equity Offerings
Listed companies must allow its shareholders to exercise their voting rights with respect to equity offerings that do not qualify as public offerings for cash, and offerings of equity of related parties.	Our board of directors is generally authorized to issue new shares, subject to certain limitations as provided by our articles of incorporation.
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 http://www.posco-inc.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 Ethics for all directors, officers and employees. A copy of our Code of Ethics is available on our website at http://www.posco-inc.com.

113

Item 16.H.	Mine Safety Disclosure

Not applicable

Item 16.I.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

114

Item 16.J.	Insider Trading Policies

We have adopted

insider trading policies governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policies is attached as an exhibit to this annual report.

Item 16.K.	Cybersecurity

Risk Management and Strategy

We maintain a comprehensive process for assessing, identifying and managing material risks from cybersecurity threats as part of our overall enterprise risk management system and processes. Our enterprise risk management program considers cybersecurity risks alongside other company risks, and our enterprise risk professionals consult with company subject matter experts to gather information necessary to identify cybersecurity risks, and evaluate their nature and severity, as well as identify mitigations and assess the impact of those mitigations on residual risk. Our cybersecurity risk management practices include development, implementation, and improvement of policies and procedures to safeguard information and ensure availability of critical data and systems.

We understand the importance of preserving trust and protecting personal information. To assist us, we have a cybersecurity governance framework in place, which is designed to protect information and information systems from unauthorized access, use, disclosure, disruption, modification or destruction. The program is built upon a foundation of advanced security technology and overseen by an experienced and trained team of experts with substantial knowledge of cybersecurity best practices. Our cybersecurity program consists of controls designed to identify, protect against, detect, respond to and recover from information and cybersecurity incidents. Our framework leverages International Organization for Standardizations (ISO) 27001 standards for general information technology controls. Key components of our cybersecurity risk management processes include the following:

•	Asset analysis:<br> Identify information assets, including information and information systems related to our business, and evaluate their value by considering the impact that loss of confidentiality, integrity and availability of the assets may have on the company.
•	Threat analysis:<br> Identify threats to assets and measure the likelihood of occurrence through interviews and due diligence.
---	---
•	Vulnerability analysis:<br> Analyze the extent to which assets are vulnerable to identified threats through interviews or due diligence.
---	---
•	Risk assessment:<br> Assess the risk level based on identified assets, threats and vulnerabilities and identify existing protection measures. Evaluate risk by categorizing threats, vulnerabilities and risk levels for each identified asset.
---	---
•	Risk treatment:<br> Based on the risk assessment results, implement measures to mitigate risks to an acceptable level.
---	---

We maintain an in-house IT service management system, and we conduct technical security review during the designing stage of our system development. We utilize policies, software, training programs and hardware solutions to protect and monitor our environment, including multifactor authentication on all critical systems, firewalls, intrusion detection and prevention systems, vulnerability and penetration testing and identity management systems. Our platform includes a host of encryption, antivirus, multi-factor authentication, firewall and patch-management technologies designed to protect and maintain the systems and computers across our business.

Our cybersecurity team regularly tests our controls through penetration testing, vulnerability scanning and attack simulation. We conduct risk assessments periodically to identify threats and

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vulnerabilities, and then determine the likelihood and impact for each risk using a qualitative risk assessment methodology. Risks are identified from various sources, including vulnerability scans, penetration tests, vendors risk assessments, product and services audits, internal compliance assessments and threat-hunting operations. We monitor our infrastructure and applications to identify evolving cyber threats, scan for vulnerabilities and mitigate risks. We also operate an integrated security control room through a third-party company, through which we detect and defend against hacking attacks from outside in real time.

We also maintain a robust cybersecurity incident response plan, which provides a framework for handling cybersecurity incidents based on the severity of the incident and facilitates cross-functional coordination across the company. Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

We value collaboration with external evaluators, consultants, auditors and other third parties to strengthen and continually improve our cybersecurity risk management processes. In connection with our cybersecurity risk management processes, we engage:

•	External evaluators and consultants:<br>We engage external consultants from security companies to assist in the design and implementation of our cybersecurity risk assessment and management processes. In particular, they provide the expertise necessary to (i) identify and analyze new cybersecurity threats, (ii) identify and improve vulnerabilities through mock hacking and (iii) analyze and respond to new threats in real time through integrated security control.
•	Auditors:<br> Our program includes review and assessment by external, independent third-parties, who assess and report on our internal incident response preparedness and help identify areas for continued focus and improvement. We engage in regular external audits to maintain our ISO 27001 certification, which are performed by certified auditors.
---	---
•	Third-party organizations:<br>We collaborate with the Korea Internet & Security Agency, the National Intelligence Service and the Korea Industrial Technology Security Association, which develop and maintain cybersecurity-related standards in Korea. Guidelines and best practices from such organizations assist us in improving our cybersecurity strategies and processes.
---	---

Our cybersecurity risk management processes extend to the oversight and identification of threats associated with our use of third-party service providers. We have a third-party risk management program that assesses risks from service providers.

Our cybersecurity risk management program includes due diligence of service providers’ information security programs. We review our service providers’ cybersecurity practices before we enter into business transactions with them, and we seek to contractually obligate them to operate their environments in accordance with strict cybersecurity standards. We also develop contingency plans for business continuity in case our service providers are subject to a cyberattack that impacts our use of their systems.

Our busin es s strategy, results of operations and financial condition have not been materially affected by risks from cybersecurity threats, including as a result of previous cybersecurity incidents, but we cannot provide assurance that they will not be materially affected in the future by such risks and any future material incidents. See “Item 3.D. Risk Factors — Significant breaches of information security could lead to legal and financial exposure, damage to our reputation and a loss of confidence by our customers” for more information on risks from cybersecurity threats that are reasonably likely to materially affect our business strategy, results of operations and financial

condition.

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Table of Contents

Governance

Management

The cybersecurity risk management processes described above are managed by the Head of Technology, who is the Chief Technology Officer of the POSCO Group and reports to our Chief Executive Officer. The Head of Technology works with our Chief Information Security Officer and chairs the Information Security Committee, which discusses the latest trends in cybersecurity, changes in expectations of our stakeholders, risks identified, security measures implemented, and effectiveness of security protocols.

The Information Security Committee annually reviews and approves our cybersecurity risk management processes, including updates to our internal regulations and guidelines. Our Chief Information Security Officer is supported by the company at the highest levels and regularly engages with cross-functional teams, including Communications, Digital Technology, Human Resources and Strategic Technology.

Bo a rd of Directors

Our board of directors is committed to mitigating data privacy and cybersecurity risks and recognizes the importance of these issues as part of our risk management framework. While the board of directors maintains ultimate responsibility for the oversight of our data privacy and cybersecurity program and risks, it has delegated certain responsibilities to the ESG Committee of the board of directors. This committee-level focus on data privacy and cybersecurity allows the board to further enhance its understanding of these issues. The ESG Committee assists the board of directors in its oversight of our data privacy and cybersecurity needs by staying apprised of our data privacy and information security programs, strategy, policies, standards, architecture, processes and material risks, and overseeing responses to security and data incidents.

Our board of directors and the ESG Committee’s principal role is one of oversight, recognizing that management is responsible for the design, implementation and maintenance of an effective program for protecting against and mitigating data privacy and cybersecurity risks. The Head of Technology, as the chair of the Information Security Committee, provides updates to the ESG Committee on an annual basis and, as necessary, to the board of directors. These regular reports include detailed updates on our performance preparing for, preventing, detecting, responding to and recovering from cyber incidents. The Head of Technology also promptly informs and updates the ESG Committee about any information security incidents that may pose significant risk to the POSCO Group. Members of the board of directors stay apprised of the rapidly evolving cyber threat landscape and provide guidance to management as appropriate in order to address the effectiveness of our overall data privacy and cybersecurity program.

117

PART III

Item 17.

Financial Statements

Not applicable

Item 18.

Financial Statements

	Page
Report of Independent Registered Public Accounting Firm, Ernst & Young Han Young, on Consolidated Financial Statements		F-2
Report of Independent Registered Public Accounting Firm, Ernst & Young Han Young, on Internal Control over Financial Reporting		F-4
Report of Independent Registered Public Accounting Firm, KPMG Samjong Accounting Corp., on Consolidated Financial Statements		F-6
Consolidated Statements of Financial Position as of December 31, 2023 and 2024		F-7
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2022, 2023 and 2024		F-9
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2022, 2023 and 2024		F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2023 and 2024		F-13
Notes to the Consolidated Financial Statements		F-15

118

Item 19.

Exhibits

1.1	—	Articles of Incorporation of POSCO HOLDINGS INC. (English translation)
2.1	—	Form of Common Stock Certificate (including English translation) (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement No. 33-81554)* (P)
2.2	—	Form of Deposit Agreement (including Form of American Depositary Receipts) (incorporated by reference to the Registrant’s Registration Statement (File No. 333-189473) on Form F-6)*
2.3	—	Description of common stock (see Item 10.B. Memorandum and Articles of Association)
2.4	—	Description of American Depositary Shares (incorporated by reference to Exhibit 2.4 to the Registrant’s Annual Report on Form 20-F filed on April 28, 2022)
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
16.1	—	Insider Trading Policies
97.1	—	Policy for the Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97.1 of the Registrant’s Annual Report on Form 20-F filed on April 29, 2024)*
101.INS	—	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	—	Inline XBRL Taxonomy Extension Schema Document
101.CAL	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	—	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	—	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	—	The cover page for the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, has been formatted in Inline XBRL
*	Filed previously
---	---
(P)	Paper filing
---	---

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	Page
Report of Independent Registered Public Accounting Firm (Ernst & Young Han Young, Seoul, Republic of Korea, Auditor Firm ID 1437)		F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting		F-4
Report of Independent Registered Public Accounting Firm		F-6
Consolidated Financial Statements
Consolidated Statements of Financial Position		F-7
Consolidated Statements of Comprehensive Income		F-9
Consolidated Statements of Changes in Equity		F-10
Consolidated Statements of Cash Flows		F-13
Notes to the Consolidated Financial Statements		F-15

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of POSCO Holdings Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of POSCO Holdings Inc. and its subsidiaries (the Company) as of December 31, 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with International Financial Reporting Standards (IFRS) accounting standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated April 29, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

F-2

Table of Contents

Description of the Matter

Estimated total contract costs at completion for construction contract revenue recognition related to POSCO Eco & Challenge Co., Ltd. The Company recognized revenue of ￦ 6,918,141 million from construction contracts, including the amount related to POSCO Eco & Challenge Co., Ltd., a subsidiary of the Company, for the year ended December 31, 2024, for which revenue is recognized over time. As described in Notes 3 (“Revenue from contracts with customers”), 28 and 29 to the consolidated financial statements, when contract revenue and contract cost can be reliably estimated, the Company recognizes contract revenue over time based on the percentage of completion. The percentage of completion is determined based on the proportion of contract costs incurred to date, excluding contract costs incurred that do not reflect the stage of completion, to the estimated total contract costs at completion. We identified the estimated total contract costs at completion for construction contract revenue recognition related to POSCO Eco & Challenge Co., Ltd. as a critical audit matter because it requires subjective and complex auditor judgments in evaluating the underlying assumptions such as estimated material costs, labor costs and outsourcing costs, and changes in these assumptions may have a significant impact on the amount of revenue recognized during a specific period.

How We Addressed the Matter in Our Audit

To test the adequacy of the Company’s estimation of total contract costs at completion for construction contracts, we obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the estimation of total contract costs at completion for construction contract. To test the estimated total contract costs at completion, our audit procedures included, among others, evaluating the management’s methodology used, the significant inputs and the underlying data used by the Company. We compared the actual total contract costs against the estimated total contract costs at completion in prior year for a selection of projects and evaluated the changes in material costs, labor costs and outsourcing costs. We evaluated the estimated cost of material, labor and outsourcing at project level by obtaining project level cost detail and compared to construction contract, approved project budget and actual costs for a selection of projects. For example, we tested the estimated material costs by comparing to actual purchase cost of materials by type at year end and tested outsourcing cost by evaluating the estimate to complete against actual outsourcing contract and approved project budget. To evaluate the reasonableness of the estimated total contract costs at completion, we selected a sample of projects completed in 2024 and tested actual costs per project by comparing the actual costs against estimated cost to completion in prior year and evaluated any changes and causes.

/s/ Ernst &Young Han Young

We have served as the Company’s auditor since 2024.

Seoul, Republic of Korea

April 29, 2025

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Report of Independent Registered Public Accounting Firm

on Internal Control over Financial Reporting

To the Shareholders and the Board of Directors of POSCO Holdings Inc.

Opinion on Internal Control over Financial Reporting

We have audited POSCO Holdings Inc. and its subsidiaries (the Company)’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2024, the related consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated April 29, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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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.

/s/ Ernst &Young Han Young

Seoul, Republic of Korea

April 2 9 , 2025

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors POSCO HOLDINGS INC.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of financial position of POSCO HOLDINGS INC. and subsidiaries (the Company) as of December 31, 2023, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with International Financial Reporting Standards Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG Samjong Accounting Corp.

We served as the Company’s auditor from 2008 to 2024.

Seoul, Korea

April 29, 2024

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2023 and 2024

(in millions of Won)		December 31,<br><br> <br>2023
Assets
Cash and cash equivalents	4,5,23	￦	6,670,879	6,767,898
Trade accounts and notes receivable, net	6,17,23,29,37		10,802,989	10,821,488
Other receivables, net	7,23,37		1,947,529	2,261,323
Other short-term financial assets	8,23		11,403,166	8,499,389
Inventories	9		14,557,419	14,179,167
Current income tax assets			101,979	140,494
Assets held for sale	10		406,945	608,758
Other current assets	16		840,984	786,943
Total current assets			46,731,890	44,065,460
Long-term trade accounts and notes receivable, net	6,23		42,516	27,779
Other receivables, net	7,23,37		1,452,445	1,306,329
Other long-term financial assets	8,23		2,708,325	2,571,651
Investments in associates and joint ventures	11		5,020,264	4,738,793
Investment property, net	13		1,616,294	1,955,896
Property, plant and equipment, net	14		35,206,248	39,846,828
Intangible assets, net	15		4,714,784	4,774,824
Defined benefit assets, net	21		464,758	409,147
Deferred tax assets	35		3,355,597	3,613,344
Other <br>non-current<br> assets	16		173,195	133,684
Total <br>non-current<br> assets			54,754,426	59,378,275
Total assets		￦	101,486,316	103,443,735

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Financial Position, Continued

As of December 31, 2023 and 2024

(in millions of Won)		December 31,<br>2023
Liabilities
Trade accounts and notes payable	23,37	￦	5,782,825		6,159,127
Short-term borrowings and current installments of long-term borrowings	4,17,23		10,959,217		11,115,747
Other payables	18,23,37		2,737,478		3,463,871
Other short-term financial liabilities	19,23		163,626		120,875
Current income tax liabilities			319,096		350,570
Liabilities directly associated with the assets held for sale	10		141,890		—
Provisions	20		419,744		396,030
Other current liabilities	22,28,29		1,943,860		1,134,843
Total current liabilities			22,467,736		22,741,063
Long-term trade accounts and notes payable	23		—		2,049
Long-term borrowings, excluding current installments	4,17,23		15,011,162		14,881,620
Other payables	18,23		873,565		809,012
Other long-term financial liabilities	19,23		153,782		72,920
Defined benefit liabilities, net	21		38,754		43,143
Deferred tax liabilities	35		2,760,234		2,685,549
Long-term provisions	20		468,009		580,559
Other <br>non-current<br> liabilities	22		114,474		185,052
Total <br>non-current<br> liabilities			19,419,980		19,259,904
Total liabilities			41,887,716		42,000,967
Equity
Share capital	24		482,403		482,403
Capital surplus	24		1,672,790		1,658,350
Other components of equity	26		67,256		1,155,429
Treasury shares	27		(1,889,658	)	(1,550,862	)
Retained earnings			53,813,583		53,644,899
Equity attributable to owners of the controlling company			54,146,374		55,390,219
Non-controlling<br> interests	25		5,452,226		6,052,549
Total equity			59,598,600		61,442,768
Total liabilities and equity		￦	101,486,316		103,443,735

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2022, 2023 and 2024

(in millions of Won, except per share information)		2022
Revenue	28,29,37	￦	85,003,616		77,056,549		73,459,408
Cost of sales	29,31,34		(77,321,199	)	(70,639,373	)	(67,971,443	)
Gross profit			7,682,417		6,417,176		5,487,965
Selling and administrative expenses	23,<br>30,34
Other administrative expenses			(2,504,757	)	(2,651,902	)	(3,004,478	)
Selling expenses			(294,482	)	(233,579	)	(234,888	)
Other operating income and expenses	23,<br>33<br>,34
Other operating income			597,161		401,986		387,105
Other operating expenses			(1,138,653	)	(1,195,683	)	(1,183,876	)
Operating profit			4,341,686		2,737,998		1,451,828
Share of profit (loss) of equity-accounted investees, ne<br>t	11		676,260		269,678		(256,458	)
Finance income and costs	23,32
Finance income			4,834,011		3,830,746		5,211,595
Finance costs			(5,804,466	)	(4,202,996	)	(5,080,735	)
Profit before income taxes			4,047,491		2,635,426		1,326,230
Income tax expense	35		(461,534	)	(789,367	)	(320,954	)
Profit			3,585,957		1,846,059		1,005,276
Other comprehensive income (loss)
Items that will not be reclassified subsequently to profit or loss :
Capital adjustment arising from investments in equity-accounted investees			946		28,745		(42,753	)
Foreign currency translation differences			(48,701	)	76,433		231,347
Remeasurements of defined benefit plans	21		105,769		(118,548	)	(95,345	)
Net changes in fair value of equity investments at fair value through other comprehensive income	23		(10,076	)	257,725		(150,443	)
Items that are or may be reclassified subsequently to profit or loss :
Capital adjustment arising from investments in equity-accounted investees			132,188		207,860		331,616
Foreign currency translation differences			52,725		34,118		888,466
Gain or losses on valuation of derivatives	23		1,023		(1,292	)	(110	)
Other comprehensive income, net of tax			233,874		485,041		1,162,778
Total comprehensive income		￦	3,819,831		2,331,100		2,168,054
Profit (loss) attributable to :
Owners of the controlling company		￦	3,157,536		1,698,202		1,125,380
Non-controlling<br> interests			428,421		147,857		(120,104	)
Profit		￦	3,585,957		1,846,059		1,005,276
Total comprehensive income attributable to :
Owners of the controlling company		￦	3,394,098		2,131,847		2,039,382
Non-controlling<br> interests			425,733		199,253		128,672
Total comprehensive income		￦	3,819,831		2,331,100		2,168,054
Earnings per share (in Won)	36
Basic earnings per share (in Won)			41,634		22,383		14,853
Diluted earnings per share (in Won)		￦	39,296		22,383		12,640

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2022, 2023 and 2024

	Attributable to owners of the controlling company
(in millions of Won)	Share<br>capital		Capital<br>surplus			Hybrid<br>bonds			Other<br>components<br>of equity			Treasury<br>shares			Retained<br>earnings			Subtotal			Non-<br><br><br>controlling<br>interests			Total
Balance as of January 1, 2022	￦	482,403		1,397,416			199,384			(666,985	)		(2,508,294	)		51,475,396			50,379,320			4,334,646			54,713,966
Comprehensive income:
Profit		—		—			—			—			—			3,157,536			3,157,536			428,421			3,585,957
Other comprehensive income (loss)
Remeasurements of defined benefit <br>plans, net of tax		—		—			—			—			—			67,167			67,167			38,602			105,769
Capital adjustment arising from <br>investments in equity-accounted <br>investees, net of tax		—		—			—			126,278			—			—			126,278			6,856			133,134
Net changes in fair value of equity <br>investments at fair value through other <br>comprehensive income, net of tax		—		—			—			49,516			—			(59,576	)		(10,060	)		(16	)		(10,076	)
Foreign currency translation differences,<br>net<br><br>of tax		—		—			—			52,725			—			—			52,725			(48,701	)		4,024
Gain or losses on valuation of derivatives, net of tax		—		—			—			452			—			—			452			571			1,023
Total comprehensive income		—		—			—			228,971			—			3,165,127			3,394,098			425,733			3,819,831
Transactions with owners of the <br>controlling company, recognized directly <br>in equity:
Year-end<br> dividends		—		—			—			—			—			(378,128	)		(378,128	)		(82,110	)		(460,238	)
Interim dividends		—		—			—			—			—			(758,492	)		(758,492	)		—			(758,492	)
Changes in subsidiaries		—		—			—			—			—			—			—			422,424			422,424
Changes in ownership interests in <br>subsidiaries		—		(7,827	)		—			—			—			—			(7,827	)		425,871			418,044
Interest of hybrid bonds		—		—			—			—			—			(1,487	)		(1,487	)		(15,007	)		(16,494	)
Variation due to split		—		—			(199,384	)		—			—			—			(199,384	)		199,384			—
Disposal of treasury shares		—		9,491			—			—			48,512			—			58,003			—			58,003
Retirement of treasury shares		—		—			—			—			567,474			(583,485	)		(16,011	)		—			(16,011	)
Share-based payment		—		12,115			—			—			—			—			12,115			—			12,115
Others		—		(907	)		—			(5,976	)		—			2,206			(4,677	)		3,426			(1,251	)
Total transactions with owners of the <br>controlling company		—		12,872			(199,384	)		(5,976	)		615,986			(1,719,386	)		(1,295,888	)		953,988			(341,900	)
Balance as of December 31, 2022	￦	482,403		1,410,288			—			(443,990	)		(1,892,308	)		52,921,137			52,477,530			5,714,367			58,191,897

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2022, 2023 and 2024

	Attributable to owners of the controlling company
(in millions of Won)	Share<br>capital		Capital<br>surplus		Hybrid<br>bonds		Other<br>components<br>of equity			Treasury<br>shares			Retained<br>earnings			Subtotal
Balance as of January 1, 2023	￦	482,403		1,410,288		—		(443,990	)		(1,892,308	)		52,921,137			52,477,530		5,714,367		58,191,897
Comprehensive income:
Profit		—		—		—		—			—			1,698,202			1,698,202		147,857		1,846,059
Other comprehensive income (loss)						—
Remeasurements of defined benefit plans, <br>net of tax		—		—		—		—			—			(83,148	)		(83,148	)	(35,400	)	(118,548	)
Capital adjustment arising from investments <br>in equity-accounted investees, net of tax		—		—		—		225,591			—			—			225,591		11,014		236,605
Net changes in fair value of equity <br>investments at fair value through other <br>comprehensive income, net of tax		—		—		—		257,122			—			603			257,725		—		257,725
Foreign currency translation differences, net <br>of tax		—		—		—		34,118			—			—			34,118		76,433		110,551
Gain or losses on valuation of derivatives, net <br>of tax		—		—		—		(641	)		—			—			(641	)	(651	)	(1,292	)
Total comprehensive income		—		—		—		516,190			—			1,615,657			2,131,847		199,253		2,331,100
Transactions with owners of the controlling company, recognized directly in equity:
Year-end<br> dividends		—		—		—		—			—			(151,698	)		(151,698	)	(94,690	)	(246,388	)
Interim dividends		—		—		—		—			—			(569,072	)		(569,072	)	—		(569,072	)
Changes in subsidiaries		—		—		—		—			—			—			—		5,805		5,805
Changes in ownership interests in subsidiaries		—		250,363		—		—			—			—			250,363		12,383		262,746
Interest of hybrid bonds		—		—		—		—			—			—			—		(8,925	)	(8,925	)
Repayment of hybrid bonds		—		—		—		—			—			—			—		(339,837	)	(339,837	)
Disposal of treasury shares		—		2,880		—		—			2,650			—			5,530		—		5,530
Share-based payment		—		6,783		—		—			—			—			6,783		17,324		24,107
Others		—		2,476		—		(4,944	)		—			(2,441	)		(4,909	)	(53,454	)	(58,363	)
Total transactions with owners of the <br>controlling company		—		262,502		—		(4,944	)		2,650			(723,211	)		(463,003	)	(461,394	)	(924,397	)
Balance as of December 31, 2023	￦	482,403		1,672,790		—		67,256			(1,889,658	)		53,813,583			54,146,374		5,452,226		59,598,600

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Changes in Equity, Continued

For the years ended December 31, 2022, 2023 and 2024

	Attributable to owners of the controlling company
(in millions of Won)	Share<br>capital		Capital<br>surplus			Hybrid<br>bonds	Other<br>components<br>of equity			Treasury<br>shares			Retained<br>earnings			Subtotal
Balance as of January 1, 2024	￦	482,403		1,672,790		—		67,256			(1,889,658	)		53,813,583			54,146,374		5,452,226		59,598,600
Comprehensive income:
Profit (loss)		—		—		—		—			—			1,125,380			1,125,380		(120,104	)	1,005,276
Other comprehensive income (loss)						—
Remeasurements of defined benefit plans,<br> net of tax		—		—		—		—			—			(86,966	)		(86,966	)	(8,379	)	(95,345	)
Capital adjustment arising from investments<br> in equity-accounted investees, net of tax		—		—		—		257,833			—			—			257,833		31,030		288,863
Net changes in fair value of equity<br>investments at fair<br><br>value through other<br>comprehensive income, net of<br><br>tax		—		—		—		(133,212	)		—			(11,838	)		(145,050	)	(5,393	)	(150,443	)
Foreign currency translation differences, net<br>of tax		—		—				888,466			—			—			888,466		231,347		1,119,813
Gain or losses on valuation of derivatives,<br> net of tax		—		—		—		(281	)		—			—			(281	)	171		(110	)
Total comprehensive income		—		—		—		1,012,806			—			1,026,576			2,039,382		128,672		2,168,054
Transactions with owners of the controlling company, recognized directly in equity:
Year-end<br> dividends		—		—		—		—			—			(189,691	)		(189,691	)	(86,001	)	(275,692	)
Interim dividends		—		—				—			—			(568,433	)		(568,433	)	—		(568,433	)
Changes in subsidiaries		—		—		—		—			—			—			—		32,691		32,691
Changes in ownership interests in subsidiaries		—		(15,440	)	—		—			—			—			(15,440	)	477,608		462,168
Acquisition of treasury shares		—		—		—		—			(92,311	)		—			(92,311	)	—		(92,311	)
Retirement of treasury s<br>hares		—		—		—		—			431,107			(431,107	)		—		—		—
Share-based payment		—		(2,567	)	—		—			—			—			(2,567	)	—		(2,567	)
Others		—		3,567		—		75,367			—			(6,029	)		72,905		47,353		120,258
Total transactions with owners of the<br>controlling company		—		(14,440	)	—		75,367			338,796			(1,195,260	)		(795,537	)	471,651		(323,886	)
Balance as of December 31, 2024	￦	482,403		1,658,350		—		1,155,429			(1,550,862	)		53,644,899			55,390,219		6,052,549		61,442,768

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2023 and 2024

(in millions of Won)		2022
Cash flows from operating activities
Profit		￦	3,585,957		1,846,059		1,005,276
Adjustments for:
Depreciation			3,204,744		3,346,461		3,530,770
Amortization			488,835		498,193		453,689
Finance income			(1,943,661	)	(1,850,756	)	(3,476,227	)
Finance costs			2,532,735		2,179,233		3,202,268
Income tax expense			461,534		789,367		320,954
Gain on disposal of property, plant and equipment			(18,502	)	(9,387	)	(26,533	)
Loss on disposal of property, plant and equipment			111,082		125,823		85,149
Impairment loss on property, plant and equipment			213,183		275,846		608,122
Gain on disposal of intangible assets			(291	)	(401	)	(8,570	)
Gain on disposal of investments in subsidiaries, associates and joint ventures			(13,904	)	(197,088	)	(14,235	)
Loss on disposal of investments in subsidiaries, associates and joint ventures			12,400		18,843		73,428
Share of profit (loss) of equity-accounted investees			(676,260	)	(269,678	)	256,458
Expenses related to post-employment benefits			228,611		206,614		246,484
Increase to provisions			289,915		160,880		217,174
Impairment loss on trade and other receivables			34,615		265,914		185,129
Loss on valuation of inventories			259,678		309,317		77,832
Impairment loss on goodwill and intangible assets			370,663		129,907		47,993
Gain on disposals of assets held for sale			(55,262	)	(1,312	)	(4,801	)
Loss on disposal of assets held for sale			3,964		103,366		33,943
Gain on insurance claim			(236,344	)	(7,682	)	(157,552	)
Others, net			28,674		(43,415	)	11,797
			5,296,409		6,030,045		5,663,272
Changes in operating assets and liabilities	39		(368,489	)	(1,087,529	)	261,841
Interest received			249,751		447,621		570,769
Interest paid			(560,766	)	(1,038,005	)	(1,028,654	)
Dividends received			757,502		696,941		744,857
Income taxes paid			(2,773,599	)	(727,437	)	(553,706	)
Net cash provided by operating activities		￦	6,186,765		6,167,695		6,663,655

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its subsidiaries

Consolidated Statements of Cash Flows, Continued

For the years ended December 31, 2022, 2023 and 2024

(in millions of Won)	Notes	2022
Cash flows from investing activities
Acquisitions of short-term financial instruments		￦	(89,327,182	)	(39,830,719	)	(15,835,323	)
Proceeds from disposal of short-term financial instruments			91,539,884		40,174,440		19,501,852
Acquisitions of long-term financial instruments			(21,638	)	(5,362	)	(3,791	)
Increase in loans			(1,087,409	)	(1,238,668	)	(820,248	)
Collection of loans			1,086,964		1,369,763		784,616
Acquisitions of securities			(493,054	)	(380,744	)	(1,144,352	)
Proceeds from disposal of securities			332,724		142,791		1,210,011
Acquisitions of investment in associates and joint ventures			(518,158	)	(417,603	)	(301,816	)
Proceeds from disposal of investment in associates and joint ventures			169,365		142,316		45,185
Acquisitions of property, plant and equipment			(4,927,586	)	(6,733,289	)	(7,669,700	)
Proceeds from (payment for) disposal of property, plant and equipment			864		(11,895	)	44,189
Acquisitions of investment property			(1,561	)	(56,043	)	(3,883	)
Proceeds from disposal of investment property			23,401		707		418
Acquisitions of intangible assets			(492,873	)	(481,882	)	(492,785	)
Proceeds from disposal of intangible assets			7,748		30,328		11,711
Proceeds from disposal of assets held for sale			111,488		4,850		10,307
Collection of lease receivables			54,614		52,657		31,136
Cash outflows due to business combinations, net of cash acquired			(901,223	)	(150,201	)	—
Cash inflow from insurance claim			236,344		7,682		157,278
Others, net			(12,583	)	(7,352	)	(11,588	)
Net cash used in investing activities			(4,219,871	)	(7,388,224	)	(4,486,783	)
Cash flows from financing activities
Proceeds from borrowings			4,553,746		7,817,217		5,899,541
Repayment of borrowings			(4,138,054	)	(4,461,114	)	(7,532,911	)
Proceeds from (repayment of) short-term borrowings, net			1,764,569		(2,524,077	)	(217,759	)
Payment of cash dividends			(1,218,405	)	(815,451	)	(844,195	)
Repayment of hybrid bonds			—		(340,000	)	—
Payment of interest of hybrid bonds			(16,494	)	(10,043	)	—
Capital contribution from non-controlling interests and proceeds from disposal of subsidiary while maintaining control			577,330		299,342		513,710
Capital deduction from non-controlling interests and additional acquisition of interests in subsidiaries			(16,336	)	(9,721	)	(19,080	)
Repayment of lease liabilities			(268,082	)	(222,829	)	(195,367	)
Acquisition of treasury shares			—		—		(92,311	)
Others, net			81,134		88,083		186,639
Net cash provided by (used in) financing activities	39		1,319,408		(178,593	)	(2,301,733	)
Effect of exchange rate fluctuation on cash held			(8,740	)	16,719		221,880
Net increase (decrease) in cash and cash equivalents			3,277,562		(1,382,403	)	97,019
Cash and cash equivalents at beginning of the period	5,10		4,775,720		8,053,282		6,670,879
Cash and cash equivalents at end of the period	5,10	￦	8,053,282		6,670,879		6,767,898

See accompanying notes to the consolidated financial statements.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements

As of December 31, 2023 and 2024

1.	General Information

General information about POSCO HOLDINGS INC. (the “Company”), the controlling company, and its subsidiaries in the scope of consolidation, such as 57 domestic subsidiaries including POSCO and 136 foreign subsidiaries including POSCO America Corporation, (collectively referred to as the “Company”) in accordance with IFRS No. 10 and 119 associates and joint ventures is as follows:

(a)	The controlling company

POSCO HOLDINGS INC., the controlling company, was established on April 1, 1968, under the Commercial Code of the Republic of Korea. The shares of the controlling company have been listed on the Korea Exchange since June 10, 1988. The controlling company operates an investment business that controls and manages subsidiaries etc. through ownership of their shares.

On March 2, 2022, the controlling company established a new subsidiary, POSCO, by a vertical spin-off of its steel business (which is wholly owned by the surviving company) on March 1, 2022, and changed the name of the surviving company to POSCO HOLDINGS INC.

As of December 31, 2024, POSCO HOLDINGS INC.’s shareholders are as follows:

Shareholder’s name	Number of<br><br> <br>shares
National Pension Service		6,160,584	7.46
BlackRock Fund Advisors(*1)		4,206,522	5.09
CITIBANK.N.A		3,287,254	3.98
Pohang University of Science and Technology		1,981,047	2.40
Samsung Company		1,599,070	1.94
Others		65,389,900	79.13
		82,624,377	100.00
(*1)	Includes shares held by subsidiaries and others.
---	---

As of December 31, 2024, the shares of POSCO HOLDINGS INC. are listed on the Korea Exchange, while its American Depositary Receipts (“ADRs”) are listed on the New York Stock Exchange.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Consolidated subsidiaries

Details of consolidated subsidiaries as of December 31, 2023 and 2024 are as follows:

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Domestic]
POSCO	Steel, rolled products and plates		100.00		—		100.00		100.00		—		100.00		Pohang
POSCO Eco & Challenge Co., Ltd.	Engineering and construction		52.80		—		52.80		52.80		—		52.80		Pohang
POSCO STEELEON Co., Ltd.	Coated steel manufacturing		—		56.96		56.96		—		56.96		56.96		Pohang
POSCO DX Co., Ltd.	Computer hardware and software distribution		65.38		—		65.38		65.47		—		65.47		Pohang
POSCO Research Institute	Economic research and consulting		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO WIDE Co., Ltd.	Business facility maintenance		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO A&C	Architecture and consulting		—		100.00		100.00		—		100.00		100.00		Seoul
POSCO Venture Capital Co., Ltd.	Investment in venture companies		100.00		—		100.00		100.00		—		100.00		Pohang
eNtoB Corporation	Electronic commerce		—		69.32		69.32		—		69.32		69.32		Seoul
POSCO FUTURE M CO., LTD.	Refractories, Anode/Cathode materials manufacturing and sales		59.75		—		59.75		59.74		—		59.74		Pohang
POSCO FLOW Co., Ltd.	Transporting and warehousing		100.00		—		100.00		100.00		—		100.00		Gwangyang
POSCO M-TECH(*2)	Packing materials manufacturing and sales		—		48.94		48.94		—		48.85		48.85		Pohang
PNR	Steel by product manufacturing and sales		—		70.00		70.00		—		70.00		70.00		Pohang
POSCO WOMAN’S FUND(*2)	Investment in venture companies		—		40.00		40.00		—		40.00		40.00		Seoul
POSCO Group University	Education service and real estate business		100.00		—		100.00		100.00		—		100.00		Incheon
Growth Ladder POSCO K-Growth Global Fund(*2)	Investment in venture companies		—		50.00		50.00		—		50.00		50.00		Pohang
POSCO IH	Intellectual Property Services and consulting		100.00		—		100.00		100.00		—		100.00		Seoul
TANCHEON E&E	Refuse derived fuel and power generation		—		100.00		100.00		—		100.00		100.00		Seoul
POSCO Humans	Business assistance service		—		100.00		100.00		—		100.00		100.00		Pohang
Mapo Hibroad Parking Co., Ltd.	Construction		—		71.00		71.00		—		71.00		71.00		Seoul

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Domestic]
Busan E&E Co., Ltd.	Refuse derived fuel and power generation		70.00		—		70.00		70.00		—		70.00		Busan
POSCO INTERNATIONAL Corporation	Trading, power generation, energy & resource development and others		73.21		—		73.21		72.98		—		72.98		Seoul
Pohang Scrap Recycling Distribution Center Co., Ltd.	Steel processing and sales		—		51.00		51.00		—		51.00		51.00		Pohang
Songdo Development PMC (Project Management Company) LLC.	Housing business agency		—		100.00		100.00		—		100.00		100.00		Incheon
Korea Fuel Cell	Fuel cell		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO GEM 1<br>st<br>Fund	Investment in venture companies		98.81		1.19		100.00		98.81		1.19		100.00		Pohang
POSCO MOBILITY SOLUTION	STC, TMC, Plate manufacturing and sales		—		100.00		100.00		—		100.00		100.00		Cheonan
P&O Chemical Co., Ltd.	Chemical production		—		51.00		51.00		—		—		—		Gwangyang
Posco New Growth	Investment in venture companies		99.86		0.14		100.00		99.89		0.11		100.00		Seoul
IMP Fund I	Investment in venture companies		98.04		—		98.04		98.05		—		98.05		Pohang
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.	Lithium manufacturing and sales		82.00		—		82.00		82.00		—		82.00		Gwangyang
POSCO-HY Clean Metal Co., Ltd.	Non-ferrous metal smelting		—		65.00		65.00		—		75.00		75.00		Gwangyang
Consus Pf Private Real Estate Fund	REITs		—		66.67		66.67		—		66.67		66.67		—
New Energy Hub	Electricity and gas supply		—		100.00		100.00		—		100.00		100.00		Gwangyang
Posco Busan New deal Fund(*2)	Investment in venture companies		—		32.00		32.00		—		32.00		32.00		Pohang
Shinan Green Energy Co., LTD	Electricity production		—		54.53		54.53		—		54.53		54.53		Shinahn
eSteel4U	Wholesales and retail		—		61.12		61.12		—		61.12		61.12		Seoul
POSCO Social Investment Fund	Investment in venture companies		20.00		50.00		70.00		20.00		50.00		70.00		Pohang
POSCO Silicon Solution Co., Ltd	Other engineering R&D industries		100.00		—		100.00		100.00		—		100.00		Sejong
Consus Pf Private Real Estate Fund No.2	Real estate development		—		66.67		66.67		—		66.67		66.67		—
POSCO GS Eco Materials Co., Ltd	Rechargeable battery		51.00		—		51.00		51.00		—		51.00		Seoul
POSCO Lithium Solution Co., Ltd.	Lithium manufacturing and sales		100.00		—		100.00		100.00		—		100.00		Gwangyang

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Domestic]
QSONE Co., Ltd.	Real estate rental		100.00		—		100.00		100.00		—		100.00		Seoul
POSCO PS Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO PR Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO PH Solution	Maintenance service		—		100.00		100.00		—		100.00		100.00		Pohang
POSCO GYS Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
POSCO GYR Tech	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
POSCO GY Solution	Maintenance service		—		100.00		100.00		—		100.00		100.00		Gwangyang
PCC Facilities Component Fund	Investment Association		—		60.00		60.00		—		60.00		60.00		Pohang
POSCO HOLDINGS CVC 2nd Fund	Investment in new technologies business		98.80		1.20		100.00		98.76		1.24		100.00		Pohang
International Energy Expansion for Technology Innovation Fund	Investment in new technologies business		—		60.00		60.00		—		60.00		60.00		Pohang
POSCO CNGR Nickel Solution	High-Purity nickel manufacturing and sales		—		—		—		60.00		—		60.00		Pohang
POSCO CVC Scale-Up Fund	Investment in venture companies		—		—		—		—		60.00		60.00		Pohang
SK SOLAR POWER GENERATION COPORATION	Power generation		—		—		—		—		100.00		100.00		Daegu
POSCO ZT AIR SOLUTION	High-Purity rare gas manufacturing and sales		—		—		—		75.10		—		75.10		Gwangyang
RNR logistics	Logistics and warehousing		—		—		—		—		100.00		100.00		Seoul
Mastern No.123 Yeoju Samgyo PFV CO., Ltd	Logistics and warehousing		—		—		—		—		100.00		100.00		Seoul

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
POSCO America Corporation	Research & Consulting		99.45		0.54		99.99		99.45		0.54		99.99	USA
POSCO AUSTRALIA PTY LTD	Raw material sales & mine development		100.00		—		100.00		100.00		—		100.00	Australia
POSCO Canada Ltd.	Coal sales		100.00		—		100.00		100.00		—		100.00	Canada
POSCO Asia Co., Ltd.	Finance		100.00		—		100.00		100.00		—		100.00	China
POSCO-CTPC Co., Ltd.	Steel manufacturing and sales		100.00		—		100.00		100.00		—		100.00	China
POSCO E&C Vietnam Co., Ltd.	Steel structure manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO (Zhangjiagang) Stainless Steel Co., Ltd.	Stainless steel manufacturing and sales		58.60		23.88		82.48		58.60		23.88		82.48	China
POSCO (Thailand) Company Limited	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO-MKPC SDN BHD	Steel manufacturing and sales		—		70.00		70.00		—		70.00		70.00	Malaysia
Qingdao Pohang Stainless Steel Co., Ltd.	Stainless steel manufacturing and sales		70.00		30.00		100.00		70.00		30.00		100.00	China
POSCO (Suzhou) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO-China Qingdao Processing Center Co. Ltd.	Steel manufacturing and sales		100.00		—		100.00		100.00		—		100.00	China
POS-ORE PTY LTD	Iron ore development and sales		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-China Holding Corp.	Holding company		100.00		—		100.00		100.00		—		100.00	China
POSCO JAPAN Co., Ltd.	Steel Marketing, demand development and technology research		100.00		—		100.00		100.00		—		100.00	Japan
POS-GC PTY LTD	Coal sales		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-India Private Limited	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	India
POSCO-India Pune Processing Center. Pvt. Ltd.	Steel manufacturing and sales		65.00		—		65.00		—		65.00		65.00	India
POSCO Japan PC CO., LTD	Steel manufacturing and sales		—		86.12		86.12		—		86.12		86.12	Japan
POSCO-CFPC Co., Ltd.	Steel manufacturing and sales		44.66		55.34		100.00		44.66		55.34		100.00	China
POSCO E&C CHINA Co., Ltd.	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	China
POSCO MPPC S.A. de C.V.	Steel manufacturing and sales		21.02		75.29		96.31		21.02		75.29		96.31	Mexico
Zhangjigang Pohang Port Co., Ltd.	Loading and unloading service		—		100.00		100.00		—		100.00		100.00	China
POSCO-VIETNAM Co., Ltd.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Vietnam

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
POSCO MEXICO S.A. DE C.V.	Automotive steel sheet manufacturing and sales		—		98.16		98.16		—		98.16		98.16	Mexico
POSCO-Poland Wroclaw Processing Center Sp. z o. o.	Steel manufacturing and sales		—		60.00		60.00		—		60.00		60.00	Poland
POS-NP PTY LTD	Coal sales		—		100.00		100.00		—		100.00		100.00	Australia
DAEWOO INTERNATIONAL SHANGHAI WAIGAOQIAO CO., LTD	Intermediary trade & bonded warehouse operation		—		100.00		100.00		—		100.00		100.00	China
PT. Bio Inti Agrindo	Forest resources development		—		85.00		85.00		—		85.00		85.00	Indonesia
POSCO ENGINEERING AND CONSTRUCTION AUSTRALIA (POSCO E&C AUSTRALIA) PTY LTD	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Australia
POSCO-TISCO (JILIN) PROCESSING CENTER Co., Ltd.	Steel manufacturing and sales		50.00		10.00		60.00		50.00		10.00		60.00	China
POSCO Thainox Public Company Limited	STS cold-rolled steel manufacturing and sales		—		74.56		74.56		—		74.56		74.56	Thailand
HUNCHUN POSCO HMM INTERNATIONAL LOGISTICS CO., LTD.	Logistics		—		81.55		81.55		—		81.55		81.55	China
POSCO INTERNATIONAL VIETNAM CO., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO (Chongqing) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	China
SUZHOU POSCO-CORE TECHNOLOGY CO., LTD.	Component manufacturing and sales		—		100.00		100.00		—		100.00		100.00	China
PT.KRAKATAU POSCO FUTUREM	Quicklime manufacturing and sales		—		80.00		80.00		—		80.00		80.00	Indonesia
POSCO AFRICA (PROPRIETARY) LIMITED	Mine development		100.00		—		100.00		100.00		—		100.00	South Africa
POSCO Center Beijing	Real estate development, rental and management		—		100.00		100.00		—		100.00		100.00	China
POSCO-Malaysia SDN. BHD.	Steel manufacturing and sales		—		95.42		95.42		—		95.42		95.42	Malaysia
PT KRAKATAU BLUE WATER	Wastewater treatment facilities operation and maintenance		—		67.00		67.00		—		67.00		67.00	Indonesia

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
POSCO INTERNATIONAL MYANMAR CO., LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	Myanmar
POSCO-Italy Processing Center	Stainless steel sheet manufacturing and sales		88.89		11.11		100.00		88.89		11.11		100.00	Italy
Myanmar POSCO C&C Company, Limited.	Steel manufacturing and sales		—		70.00		70.00		—		70.00		70.00	Myanmar
POSCO DX VIETNAM	IT service and electric control engineering		—		100.00		100.00		—		100.00		100.00	Vietnam
POSCO INTERNATIONAL GLOBAL<br> DEVELOPMENT PTE. LTD.	Real estate development		—		75.00		75.00		—		75.00		75.00	Singapore
Myanmar POSCO Engineering &<br> Construction Company, Limited.	Construction and engineering service		—		100.00		100.00		—		—		—	Myanmar
POS-Minerals Corporation	Mine development management and sales		—		100.00		100.00		—		100.00		100.00	USA
POSCO (Wuhu) Automotive Processing<br> Center Co., Ltd.	Steel manufacturing and sales		68.57		31.43		100.00		68.57		31.43		100.00	China
POSCO Engineering and Construction<br> India Private Limited	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	India
POSCO COATED STEEL (THAILAND)<br> CO., LTD.	Vehicle steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO INTERNATIONAL AMARA Co.,<br> Ltd.	Real estate development		—		85.00		85.00		—		85.00		85.00	Myanmar
POSCO WIDE-CHINA CO., LTD	Business facility maintenance		—		100.00		100.00		—		—		—	China
POSCO-Mexico Villagran Wire-rod<br> Processing Center	Steel manufacturing and sales		—		66.75		66.75		—		66.75		66.75	Mexico
POSCO ChengDu Processing Center(*2)	Steel manufacturing and sales		—		43.00		43.00		—		43.00		43.00	China
POSCO (Suzhou) Steel Processing Center<br> CO., LTD.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	China
POSCO E&C SMART S DE RL DE CV	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	Mexico
POSCO Philippine Manila Processing<br> Center, Inc.	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Philippines
POSCO E&C HOLDINGS CO., Ltd.	Holding company		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO INTERNATIONAL POWER<br> (PNGLAE) LTD.	Electricity production		—		100.00		100.00		—		—		—	Papua New Guinea

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
PT.KRAKATAU POSCO SOCIAL ENTERPRISE SERVICES INDONESIA	Social enterprise		—		99.91		99.91		—		99.91		99.91	Indonesia
Ventanas Philippines Construction Inc	Construction		—		100.00		100.00		—		100.00		100.00	Philippines
SANPU TRADING Co., Ltd.	Raw material trading		—		70.04		70.04		—		70.04		70.04	China
Zhangjiagang BLZ Pohang International Trading	Steel Intermediate trade		—		100.00		100.00		—		100.00		100.00	China
POSCO RU Limited Liability Company	Trade and business development		100.00		—		100.00		100.00		—		100.00	Russia
GOLDEN LACE POSCO INTERNATIONAL CO., LTD.	Rice processing		—		60.00		60.00		—		60.00		60.00	Myanmar
POSCO DX China CO., LTD	IT service and DVR business		—		100.00		100.00		—		100.00		100.00	China
Pos-Sea Pte Ltd	Steel Intermediate trade		—		100.00		100.00		—		100.00		100.00	Singapore
POSCO Europe Steel Distribution Center	Logistics & Steel sales		—		70.00		70.00		—		90.00		90.00	Slovenia
POSCO ENGINEERING (THAILAND) CO., LTD.	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Thailand
POSCO VST CO., LTD.	Stainless steel sheet manufacturing and sales		95.65		—		95.65		95.65		—		95.65	Vietnam
POSCO INTERNATIONAL UKRAINE, LLC.	Grain sales		—		100.00		100.00		—		100.00		100.00	Ukraine
Zhangjiagang Pohang Refractories Co., Ltd.	Refractory materials sales & furnace maintenance		—		51.00		51.00		—		51.00		51.00	China
POSCO Maharashtra Steel Private Limited	Steel manufacturing and sales		100.00		—		100.00		—		100.00		100.00	India
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED	Steel manufacturing and sales		93.34		1.98		95.32		—		95.32		95.32	India
POSCO TNPC Otomotiv Celik San. Ve Tic. A.S	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	Turkiye
POSCO Vietnam Processing Center Joint Stock Company	Steel manufacturing and sales		84.04		15.96		100.00		84.04		15.96		100.00	Vietnam
POSCO (Liaoning) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO-Indonesia Jakarta Processing Center	Steel manufacturing and sales		—		92.20		92.20		—		92.20		92.20	Indonesia
PT. MOTTA RESOURCES INDONESIA	Mine development		65.00		—		65.00		65.00		—		65.00	Indonesia
POSCO TMC INDIA PRIVATE LIMITED	Steel manufacturing and sales		—		100.00		100.00		—		100.00		100.00	India
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.	Steel manufacturing and sales		—		97.80		97.80		—		97.80		97.80	USA

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
POSCO (Yantai) Automotive Processing Center Co., Ltd.	Steel manufacturing and sales		90.00		10.00		100.00		90.00		10.00		100.00	China
POSCO India Steel Distribution Center Private Ltd.	Steel logistics		—		100.00		100.00		—		100.00		100.00	India
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY	Steel manufacturing and sales		—		51.00		51.00		—		51.00		51.00	Vietnam
PT.POSCO DX INDONESIA	IT service and electric control engineering		—		66.99		66.99		—		66.99		66.99	Indonesia
POSCO NCR Coal Ltd.	Coal sales		—		100.00		100.00		—		100.00		100.00	Canada
POSCO WA PTY LTD	Iron ore sales & mine development		100.00		—		100.00		100.00		—		100.00	Australia
POSCO AUSTRALIA GP PTY LIMITED	Resource development		—		100.00		100.00		—		100.00		100.00	Australia
PT. KRAKATAU POSCO ENERGY	Electricity production construction and operation		—		55.00		55.00		—		55.00		55.00	Indonesia
POSCO INTERNATIONAL AMERICA CORP.	Trading business		—		100.00		100.00		—		100.00		100.00	USA
POSCO INTERNATIONAL Deutschland GMBH	Trading business		—		100.00		100.00		—		100.00		100.00	Germany
POSCO INTERNATIONAL JAPAN CORP.	Trading business		—		100.00		100.00		—		100.00		100.00	Japan
POSCO INTERNATIONAL SINGAPORE PTE. LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	Singapore
POSCO INTERNATIONAL ITALIA S.R.L.	Trading business		—		100.00		100.00		—		100.00		100.00	Italy
POSCO INTERNATIONAL (CHINA) CO., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	China
POSCO INTERNATIONAL TEXTILE LLC.	Textile manufacturing		—		100.00		100.00		—		100.00		100.00	Uzbekistan
POSCO INTERNATIONAL AUSTRALIA HOLDINGS PTY. LTD.	Resource development		—		100.00		100.00		—		100.00		100.00	Australia
POSCO MAURITIUS LIMITED	Coal development and sales		—		100.00		100.00		—		100.00		100.00	Mauritius
PT. KRAKATAU POSCO(*2)	Steel manufacturing and sales		—		50.00		50.00		—		50.00		50.00	Indonesia
POSCO INTERNATIONAL MEXICO, S.A de C.V..	Trading business		—		100.00		100.00		—		100.00		100.00	Mexico
POSCO INTERNATIONAL MALAYSIA SDN BHD	Trading business		—		100.00		100.00		—		100.00		100.00	Malaysia
PT.POSCO INDONESIA INTI	Consulting		100.00		—		100.00		100.00		—		100.00	Indonesia
POSCO INTERNATIONAL SHANGHAI CO., LTD.	Trading business		—		100.00		100.00		—		100.00		100.00	China
POSCO INTERNATIONAL INDIA PVT., LTD	Trading business		—		100.00		100.00		—		100.00		100.00	India

F-2 3

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
POSCO (Dalian) IT Center Development Co., Ltd.	Real estate development and investment		—		100.00		100.00		—		—		—	China
PT. POSCO E&C INDONESIA	Civil engineering and construction		—		100.00		100.00		—		100.00		100.00	Indonesia
HUME COAL PTY LTD	Raw material manufacturing		—		100.00		100.00		—		100.00		100.00	Australia
Brazil Sao Paulo Steel Processing Center	Steel manufacturing and sales		—		76.00		76.00		—		76.00		76.00	Brazil
POSCO ENGINEERING & CONSTRUCTION DO BRAZIL LTDA.	Construction		—		100.00		100.00		—		100.00		100.00	Brazil
POSCO ASSAN TST STEEL INDUSTRY Inc	Steel manufacturing and sales		60.00		10.00		70.00		—		70.00		70.00	Turkiye
HONG KONG POSCO E&C (CHINA) INVESTMENT Co., Ltd.	Real estate development and investment		—		100.00		100.00		—		100.00		100.00	Hongkong
JB CLARK HILLS	Apartment construction		—		70.00		70.00		—		70.00		70.00	Philippines
POS-LT Pty Ltd	Lithium mining investment		—		100.00		100.00		—		100.00		100.00	Australia
ZHEJIANG POSCO-HUAYOU ESM CO., LTD	Anode material manufacturing		14.67		45.33		60.00		14.67		45.33		60.00	China
POSCO Argentina S.A.U.	Mineral exploration/manufacturing/sales		100.00		—		100.00		100.00		—		100.00	Argentina
GRAIN TERMINAL HOLDING PTE. LTD.	Trading business		—		75.00		75.00		—		75.00		75.00	Singapore
Mykolaiv Milling Works PJSC.	Grain trading		—		100.00		100.00		—		100.00		100.00	Ukraine
Yuzhnaya Stevedoring Company Limited LLC.	Cargo handling		—		100.00		100.00		—		100.00		100.00	Ukraine
Posco International (Thailand) Co., Ltd.	Trade		—		100.00		100.00		—		100.00		100.00	Thailand
PT POSCO INTERNATIONAL INDONESIA	Trade		—		100.00		100.00		—		100.00		100.00	Indonesia
PEC POWERCON SDN. BHD.	Construction and engineering service		—		100.00		100.00		—		100.00		100.00	Malaysia
Poland Legnica Sourcing Center Sp. z o.o	Non-ferrous metal Smetling		100.00		—		100.00		100.00		—		100.00	Poland
POSCO INTERNATIONAL E&P MALAYSIA SDN. BHD.	Extraction of Crude petroleum and Natural gas		—		100.00		100.00		—		100.00		100.00	Malaysia
AGPA PTE. LTD.	Holding company		—		100.00		100.00		—		100.00		100.00	Singapore
Senex Holdings PTY LTD(*1)	Resource Development		—		50.10		50.10		—		50.10		50.10	Australia
Posco International Mexico e-Mobility S.A DE C.V.	Electric Vehicle Parts Manufacturing		—		100.00		100.00		—		100.00		100.00	Mexico
Posco Future Materials Canada Inc.	Holding company		—		100.00		100.00		—		100.00		100.00	Canada
ULTIUM CAM GP INC.	Holding company		—		85.00		85.00		—		85.00		85.00	Canada

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)
		December 31, 2023						December 31, 2024
	Principal operations	POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		POSCO<br>HOLDINGS<br>INC.		Subsidiaries		Total		Region
[Foreign]
ULTIUM CAM LIMITED PARTNERSHIP	Anode material manufacturing		—		85.00		85.00		—		85.00		85.00	Canada
POSCO (Wuhan) Automotive Processing Center Co., Ltd	Steel manufacturing and sales		68.57		31.43		100.00		68.57		31.43		100.00	China
POSCO BRAZIL LTDA	Office Administration, Management Consulting		—		100.00		100.00		—		100.00		100.00	Brazil
Port Hedland Green Steel Pty Ltd	Iron and steel manufacturing		—		100.00		100.00		—		100.00		100.00	Australia
PT AGPA REFINERY COMPLEX	Animal/vegetable oil manufacturing		—		60.00		60.00		—		60.00		60.00	Indonesia
POSCO MOBILITY SOLUTION POLAND Sp. z o.o.,	Manufacturing, automobile motor parts		—		100.00		100.00		—		100.00		100.00	Poland
PT POSCO INTERNATIONAL ENP INDONESIA	Crude oil and natural gas		—		100.00		100.00		—		100.00		100.00	Indonesia
POSCO INTERNATIONAL E&P USA Inc.	Carbon capture and storage, resource development		—		100.00		100.00		—		100.00		100.00	USA
POSCO FLOW CANADA INC.	Transporting and warehousing		—		100.00		100.00		—		100.00		100.00	Canada
POSCO FLOW (Shanghai) Co., Ltd	Transporting		—		100.00		100.00		—		100.00		100.00	China
POSCO (BEIJING) Trading Co., Ltd.	Trade		—		—		—		—		100.00		100.00	China
(*1)	Senex Holdings PTY LTD includes 19 subsidiaries including Senex Energy Limited.
---	---
(*2)	As of December 31, 2024, the entities are classified as consolidated subsidiaries since the Company has control over the investees although the Company’s percentage of ownership is<br>50% or less, considering the structure of the entities’ Board of Directors and others.
---	---

The controlling company’s interests in the subsidiaries increased by ￦ 250,363 million (POSCO INTERNATIONAL Corporation and others) and decreased by

￦ 15,440 million (POSCO HY Clean Metal Co., Ltd. and others) in 2023 and 2024, respectively, as a result of changes in the Company’s ownership interest s in subsidiaries that did not result in a loss of control.

POSCO HOLDINGS INC. received dividends of ￦ 441,113 million and ￦ 1,403,415 million from its subsidiaries in aggregate in 2023 and 2024, respectively.

As of December 31, 2024, there are no significant restrictions on the ability of subsidiaries to transfer funds to the controlling company, such as in the form of cash dividends, repayment of loans or payment of advances.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Summarized financial information of principal subsidiaries as of and for the years ended December 31, 2022, 2023 and 2024 are as follows:

1) As of and for the Year ended December 31, 2022

(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit<br>(loss)
[Domestic]
POSCO		44,644,744		12,148,120		32,496,624			35,152,358		503,076
POSCO Eco & Challenge Co., Ltd.		7,680,714		4,494,514		3,186,200			8,377,914		156,130
POSCO STEELEON Co., Ltd.		531,890		201,053		330,837			1,181,625		17,480
POSCO DX Co., Ltd.		795,602		388,531		407,071			1,108,702		43,463
eNtoB Corporation		192,658		128,012		64,646			988,417		10,548
POSCO FUTURE M CO.,LTD.		4,276,626		1,849,501		2,427,125			3,041,287		114,853
POSCO M-TECH		147,012		32,170		114,842			342,176		5,176
POSCO ENERGY CO., LTD.		4,298,692		2,638,807		1,659,885			3,605,965		190,704
POSCO INTERNATIONAL Corporation		9,186,552		5,837,152		3,349,400			32,566,135		289,472
POSCO MOBILITY SOLUTION		966,837		350,253		616,584			1,420,467		19,246
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		404,338		30,418		373,920			12,566		(6,737	)
[Foreign]
POSCO America Corporation		135,502		8,296		127,206			11,380		20,379
POSCO AUSTRALIA PTY LTD(*1)		1,144,012		145,830		998,182			265,615		216,924
POSCO Asia Co., Ltd.		1,544,639		1,291,250		253,389			41,863		9,904
POSCO-CTPC Co., Ltd.		130,536		76,730		53,806			266,938		657
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.		1,164,609		518,106		646,503			4,208,952		(77,395	)
POSCO (Thailand) Company Limited		166,117		62,382		103,735			504,806		3,662
Qingdao Pohang Stainless Steel Co., Ltd.		132,871		13,999		118,872			380,792		(13,525	)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		455,662		288,070		167,592			959,115		514
POSCO-China Holding Corp.		1,094,494		600,058		494,436			38,601		(34,522	)
POSCO JAPAN Co., Ltd.		223,947		27,259		196,688			269,717		24,344
POSCO-India Pune Processing Center. Pvt. Ltd.		161,519		116,774		44,745			521,504		7,354
POSCO Japan PC CO.,LTD		386,553		311,011		75,542			635,651		8,868
POSCO-CFPC Co., Ltd.		328,843		263,965		64,878			1,124,718		14
POSCO MPPC S.A. de C.V.		546,916		442,970		103,946			881,066		8,365
POSCO-VIETNAM Co., Ltd.		321,430		305,758		15,672			885,599		(39,726	)
POSCO MEXICO S.A. DE C.V.		726,081		496,146		229,935			785,821		(8,832	)
POSCO Thainox Public Company Limited		419,425		83,801		335,624			900,653		7,411
POSCO Center Beijing		440,329		263,555		176,774			44,183		8,668
POSCO COATED STEEL (THAILAND) CO., LTD.		319,379		235,672		83,707			458,059		(1,305	)
POSCO INTERNATIONAL AMARA Co., Ltd.		308,643		379,974		(71,331	)		34,000		(12,626	)
POSCO VST CO., LTD.		319,010		229,180		89,830			843,998		17,071
POSCO Maharashtra Steel Private Limited		1,353,120		888,574		464,546			1,901,490		(41,471	)
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		334,723		255,895		78,828			916,943		14,296
POSCO Vietnam Processing Center Joint Stock Company		260,014		168,843		91,171			783,750		4,930
POSCO(Liaoning) Automotive Processing Center Co., Ltd.		112,033		64,894		47,139			276,169		2,682
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		446,881		153,467		293,414			461,530		355
PT. KRAKATAU POSCO ENERGY		282,988		114,371		168,617			34,599		16,634
POSCO INTERNATIONAL AMERICA CORP.		536,696		411,978		124,718			2,658,298		31,244
POSCO INTERNATIONAL Deutschland GMBH		403,283		390,779		12,504			979,225		5,398
POSCO INTERNATIONAL JAPAN CORP.		928,656		798,617		130,039			2,921,851		26,410

F-2 6

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)
Company	Assets		Liabilities		Equity		Revenue		Profit<br>(loss)
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		257,492		250,532		6,960		4,955,151		(2,985	)
POSCO INTERNATIONAL ITALIA S.R.L.		221,860		207,405		14,455		930,000		3,539
POSCO INTERNATIONAL (CHINA) CO., LTD		61,065		34,772		26,293		255,863		2,327
PT. KRAKATAU POSCO		3,973,061		3,321,182		651,879		3,006,300		137,787
POSCO INTERNATIONAL MALAYSIA SDN BHD		4,742		1,739		3,003		243,764		248
POSCO ASSAN TST STEEL INDUSTRY Inc		574,280		489,503		84,777		880,462		48,827
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.		158,116		137,677		20,439		238,131		(1,638	)
POSCO Argentina S.A.U.		766,020		15,395		750,625		59		(669	)
POSCO-MKPC SDN BHD		153,081		85,891		67,190		244,967		14,472
POSCO INTERNATIONAL VIETNAM CO.,LTD.		14,283		6,792		7,491		280,690		788
POSCO INTERNATIONAL SHANGHAI CO.,LTD.		49,752		39,951		9,801		228,844		(525	)
Senex Holdings PTY LTD(*1)		1,386,504		604,124		782,380		186,794		24,621
(*1)	Summarized financial information of POSCO AUSTRALIA PTY LTD and Senex Holdings PTY LTD, a subsidiary of POSCO HOLDINGS INC., are based on its consolidated financial information. The financial information of the other entities is based on separate financial statements of each entity
---	---
2)	As of and for the Year ended December 31, 2023
---	---
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---
Company	Assets		Liabilities		Equity		Revenue		Profit<br>(loss)
[Domestic]
POSCO		45,825,529		12,716,600		33,108,929		38,971,567		1,179,665
POSCO Eco & Challenge Co., Ltd.		8,402,626		5,061,423		3,341,203		9,463,944		198,412
POSCO STEELEON Co., Ltd.		529,525		174,724		354,801		1,132,510		32,276
POSCO DX Co., Ltd.		871,343		418,446		452,897		1,445,326		88,527
eNtoB Corporation		164,228		97,127		67,101		1,110,222		8,491
POSCO FUTURE M CO.,LTD.		5,756,556		3,327,874		2,428,682		4,457,201		32,140
POSCO M-TECH		154,927		39,170		115,757		341,410		4,868
POSCO INTERNATIONAL Corporation		12,565,027		7,170,143		5,394,884		28,536,917		632,519
POSCO MOBILITY SOLUTION		1,036,342		448,319		588,023		1,432,416		(24,265	)
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		898,301		558,449		339,852		4,673		(34,198	)
QSONE Co., Ltd.(* 1)		232,848		53,646		179,202		18,044		6,037
[Foreign]
POSCO America Corporation		153,900		7,980		145,920		12,231		16,690
POSCO AUSTRALIA PTY LTD(* 2)		1,322,381		133,612		1,188,769		224,985		152,896
POSCO Asia Co., Ltd.		1,130,637		862,642		267,995		83,539		16,275
POSCO-CTPC Co., Ltd.		113,805		59,166		54,639		250,167		1,093
POSCO (Zhangjiagang) Stainless Steel Co.,Ltd.		936,933		459,269		477,664		3,359,087		(169,873	)
POSCO (Thailand) Company Limited		185,280		82,456		102,824		440,532		(3,621	)
Qingdao Pohang Stainless Steel Co., Ltd.		128,820		23,453		105,367		296,883		(13,362	)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		371,734		198,451		173,283		729,700		6,364
POSCO-China Holding Corp.		986,501		515,610		470,891		31,329		(22,326	)
POSCO JAPAN Co., Ltd.		201,184		5,300		195,884		16,453		3,705
POSCO-India Pune Processing Center. Pvt. Ltd.		222,439		175,594		46,845		436,248		1,576
POSCO Japan PC CO.,LTD		335,780		254,557		81,223		623,375		9,079
POSCO-CFPC Co., Ltd.		296,489		229,961		66,528		843,934		1,900
POSCO MPPC S.A. de C.V.		521,303		415,819		105,484		934,346		(278	)
POSCO-VIETNAM Co., Ltd.		309,476		299,054		10,422		737,530		(5,594	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit<br>(loss)
POSCO MEXICO S.A. DE C.V.		726,121		500,597		225,524			846,600		(8,530	)
POSCO Thainox Public Company Limited		433,638		100,506		333,132			551,000		(4,170	)
POSCO Center Beijing		427,898		246,190		181,708			37,028		5,623
POSCO COATED STEEL (THAILAND) CO., LTD.		307,619		220,259		87,360			386,992		1,459
POSCO INTERNATIONAL AMARA Co., Ltd.		306,105		400,124		(94,019	)		33,288		(21,723	)
POSCO VST CO., LTD.		251,525		196,382		55,143			547,889		(36,723	)
POSCO Maharashtra Steel Private Limited		1,319,232		791,431		527,801			1,763,374		58,669
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		344,678		251,870		92,808			896,860		13,268
POSCO Vietnam Processing Center. Co., Ltd		238,694		127,038		111,656			577,064		7,003
POSCO (Liaoning) Automotive Processing Center Co., Ltd.		99,186		48,858		50,328			229,524		3,718
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		434,496		127,087		307,409			395,261		8,993
PT. KRAKATAU POSCO ENERGY		263,986		94,202		169,784			34,158		13,895
POSCO INTERNATIONAL AMERICA CORP.		629,533		473,572		155,961			2,282,133		29,445
POSCO INTERNATIONAL Deutschland GMBH		400,762		384,113		16,649			946,974		3,413
POSCO INTERNATIONAL JAPAN CORP.		895,043		744,065		150,978			2,939,318		27,022
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		294,527		280,090		14,437			3,025,822		7,452
POSCO INTERNATIONAL ITALIA S.R.L.		226,148		209,374		16,774			777,756		1,498
PT. KRAKATAU POSCO		3,475,929		2,747,948		727,981			3,130,551		65,827
POSCO ASSAN TST STEEL INDUSTRY		471,071		456,913		14,158			416,096		(73,032	)
POSCO AMERICA ALABAMA PROCESSING
CENTER CO., LTD.		152,896		135,087		17,809			251,884		(3,025	)
POSCO Argentina S.A.U.		1,658,879		542,525		1,116,354			—		(73,807	)
POSCO-MKPC SDN BHD		132,043		59,916		72,127			244,754		8,770
Senex Holdings PTY LTD(*2)		1,623,493		802,259		821,234			246,493		14,239
(*1)	The sales and net income occurred after the inclusion as a subsidiary.
---	---
(*2)	Summarized financial information of POSCO AUSTRALIA PTY LTD and Senex Holdings PTY LTD, a subsidiary of POSCO HOLDINGS INC., are based on its consolidated financial information. The financial information of the other entities is based on separate financial statements of each entity.
---	---
3<br>)	As of and for the Year ended December 31, 2024
---	---
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---
Company	Assets		Liabilities		Equity		Revenue		Profit<br>(loss)
[Domestic]
POSCO		45,681,401		12,574,873		33,106,528		37,556,523		901,542
POSCO Eco & Challenge Co., Ltd.		7,409,590		3,987,205		3,422,385		9,933,169		93,873
POSCO STEELEON Co., Ltd.		530,860		154,751		376,108		1,175,769		32,358
POSCO DX Co., Ltd.		871,043		356,499		514,543		1,440,386		86,759
eNtoB Corporation		186,221		116,120		70,101		1,018,894		4,683
POSCO FUTURE M CO., LTD.		6,765,713		3,980,328		2,785,385		3,608,988		(222,038	)
POSCO M-TECH		149,758		37,945		111,813		346,628		568
POSCO INTERNATIONAL Corporation		12,692,301		6,981,884		5,710,417		27,388,739		510,930
POSCO MOBILITY SOLUTION		957,411		406,888		550,523		1,179,247		(35,088	)
POSCO-Pilbara LITHIUM SOLUTION Co., Ltd.		1,254,635		1,038,612		216,023		30,237		(122,852	)
QSONE Co., Ltd.		232,238		44,188		188,050		23,087		8,852

F-2 8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)
Company	Assets		Liabilities		Equity			Revenue		Profit<br>(loss)
[Foreign]
POSCO America Corporation		182,232		8,496		173,737			13,260		6,839
POSCO AUSTRALIA PTY LTD(* 1)		1,030,657		72,827		957,831			147,136		80,352
POSCO Asia Co., Ltd.		917,019		621,154		295,864			64,318		(8,867	)
POSCO-CTPC Co., Ltd.		108,172		47,479		60,692			264,923		—
POSCO (Zhangjiagang) Stainless Steel Co., Ltd.		1,047,884		654,532		393,352			3,042,140		(129,933	)
POSCO (Thailand) Company Limited		197,326		77,129		120,197			407,074		2,400
Qingdao Pohang Stainless Steel Co., Ltd.		135,759		33,597		102,162			211,357		(14,197	)
POSCO (Suzhou) Automotive Processing Center Co., Ltd.		441,569		252,305		189,265			783,814		(2,773	)
POSCO-China Holding Corp.		1,018,689		512,006		506,683			20,500		(17,866	)
POSCO JAPAN Co., Ltd.		212,669		8,031		204,638			15,989		2,985
POSCO-India Pune Processing Center. Pvt. Ltd.		209,999		156,856		53,144			483,584		1,129
POSCO Japan PC CO.,LTD		352,915		262,886		90,028			615,346		6,430
POSCO-CFPC Co., Ltd.		331,811		257,870		73,941			980,637		(96	)
POSCO MPPC S.A. de C.V.		661,110		536,852		124,258			1,008,224		3,709
POSCO-VIETNAM Co., Ltd.		350,524		337,418		13,106			835,631		1,136
POSCO MEXICO S.A. DE C.V.		749,960		475,331		274,629			999,807		16,243
POSCO Thainox Public Company Limited		512,321		115,149		397,172			576,912		14,948
POSCO Center Beijing		457,044		253,675		203,369			32,514		1,065
POSCO COATED STEEL (THAILAND) CO., LTD.		324,391		228,055		96,336			402,981		(3,165	)
POSCO INTERNATIONAL AMARA Co., Ltd.		322,963		479,031		(156,068	)		43,629		(45,325	)
POSCO VST CO., LTD.		304,235		224,360		79,875			510,914		15,771
POSCO Maharashtra Steel Private Limited		1,471,597		695,297		776,300			1,785,238		180,957
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		424,014		310,883		113,131			1,003,522		9,669
POSCO (Liaoning) Automotive Processing Center Co., Ltd.		89,444		31,260		58,184			209,207		2,339
POSCO YAMATO VINA STEEL JOINT STOCK COMPANY		466,488		142,002		324,486			423,938		(24,091	)
PT. KRAKATAU POSCO ENERGY		296,566		89,437		207,130			34,777		12,578
POSCO INTERNATIONAL AMERICA CORP.		726,447		489,622		236,825			2,651,352		54,727
POSCO INTERNATIONAL Deutschland GMBH		503,928		488,965		14,963			1,099,624		(2,776	)
POSCO INTERNATIONAL JAPAN CORP.		998,144		821,148		176,996			2,966,044		21,235
POSCO INTERNATIONAL SINGAPORE PTE. LTD.		217,546		194,011		23,534			3,225,062		6,560
POSCO INTERNATIONAL ITALIA S.R.L.		291,810		271,429		20,381			862,642		2,321
PT. KRAKATAU POSCO(*1)		3,523,003		2,874,800		648,203			2,817,274		(168,700	)
POSCO ASSAN TST STEEL INDUSTRY Inc		568,566		568,513		53			503,646		(23,238	)
POSCO AMERICA ALABAMA PROCESSING CENTER CO., LTD.		204,257		192,542		11,715			347,192		(7,963	)
POSCO Argentina S.A.U.		2,786,535		1,260,950		1,525,585			3,203		(128,649	)
POSCO-MKPC SDN BHD		164,150		72,783		91,367			257,822		7,271
Senex Holdings PTY LTD(*1)		2,269,190		910,149		1,359,041			268,350		16,389
(*1)	Summarized financial information of POSCO AUSTRALIA PTY LTD, PT. KRAKATAU POSCO and Senex Holdings PTY LTD, a subsidiary of POSCO HOLDINGS INC., are based on its consolidated financial information. The financial information of the other entities is based on separate financial statements of each entity.
---	---

F-2 9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(d)	Details of non-controlling interests by entity, on a respective consolidated basis, as of and for the years ended December 31, 2022, 2023 and 2024 are as follows:
1)	As of and for the year ended December 31, 2022
---	---
(in millions of Won)	POSCO<br>INTERNATIONAL<br>Corporation			POSCO<br>FUTURE M<br>Co., LTD			POSCO<br>Eco & Challenge<br>Co., Ltd.			POSCO DX<br>CO., LTD.
---	---	---	---	---	---	---	---	---	---	---	---	---
Current assets	￦	7,319,472			2,037,518			5,668,131			603,492
Non-current assets		5,196,865			2,599,958			2,996,633			248,102
Current liabilities		(5,487,440	)		(965,793	)		(3,957,668	)		(431,132	)
Non-current liabilities		(2,630,770	)		(1,021,039	)		(1,232,831	)		(6,470	)
Equity		4,398,127			2,650,644			3,474,265			413,992
Non-controlling interests		1,018,764			899,416			1,373,670			134,484
Revenue		37,989,588			3,301,916			9,688,618			1,152,680
Profit for the period		604,912			121,929			196,192			45,851
Profit attributable to non-controlling interests		120,052			46,016			82,158			14,828
Cash flows from operating activities		1,233,287			(60,954	)		(101,240	)		(3,943	)
Cash flows from investing activities		(1,465,682	)		(54,628	)		281,885			16,174
Cash flows from financing activities		978,785			336,297			330,731			(9,834	)
Effect of exchange rate fluctuation on cash held		30,157			(11,614	)		(169	)		(5	)
Net increase in cash and cash equivalents		776,547			209,101			511,207			2,392

2)	As of and for the year ended December 31, 2023
(in millions of Won)	POSCO<br>INTERNATIONAL<br>Corporation			POSCO<br>FUTURE M<br>Co., LTD			POSCO<br>Eco & Challenge<br>Co., Ltd.			POSCO DX<br>CO., LTD.
---	---	---	---	---	---	---	---	---	---	---	---	---
Current assets	￦	8,077,260			2,411,881			6,379,394			661,856
Non-current assets		8,540,488			3,922,712			2,357,217			227,952
Current liabilities		(6,275,479	)		(1,396,408	)		(4,713,198	)		(421,367	)
Non-current liabilities		(3,717,507	)		(2,326,719	)		(610,218	)		(6,991	)
Equity		6,624,762			2,611,466			3,413,195			461,450
Non-controlling interests		1,121,823			666,420			1,483,382			149,812
Revenue		33,132,821			4,759,871			10,095,060			1,485,876
Profit for the period		680,419			4,435			176,827			92,128
Profit attributable to non-controlling interests		141,618			25,365			89,042			30,506
Cash flows from operating activities		1,076,436			(444,846	)		(294,596	)		21,821
Cash flows from investing activities		(27,128	)		(1,031,418	)		318,890			19,264
Cash flows from financing activities		(1,225,373	)		1,591,574			78,748			(12,975	)
Effect of exchange rate fluctuation on cash held		15,222			(7,111	)		1,444			39
Net increase (decrease) in cash and cash equivalents		(176,065	)		108,199			104,487			28,148

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	As of and for the year ended December 31, 2024
(in millions of Won)	POSCO<br>INTERNATIONAL<br>Corporation			POSCO<br>FUTURE M<br>Co., LTD			POSCO<br>Eco & Challenge<br>Co., Ltd.			POSCO DX<br>CO., LTD.
---	---	---	---	---	---	---	---	---	---	---	---	---
Current assets	￦	8,268,175			2,112,748			5,253,321			676,688
Non-current assets		9,068,151			5,819,711			2,448,945			215,765
Current liabilities		(6,659,697	)		(1,570,070	)		(3,304,067	)		(355,027	)
Non-current liabilities		(3,327,166	)		(3,041,884	)		(892,031	)		(11,528	)
Equity		7,349,463			3,320,505			3,506,168			525,898
Non-controlling interests		1,089,512			700,123			1,495,379			169,964
Revenue		32,340,793			3,699,944			10,239,966			1,473,291
Profit (loss) for the period		503,410			(231,338	)		108,682			88,599
Profit (loss) attributable to non-controlling interests		104,424			(78,781	)		66,458			29,331
Cash flows from operating activities		876,881			670,850			13,430			97,800
Cash flows from investing activities		(846,138	)		(1,810,360	)		(76,358	)		(12,603	)
Cash flows from financing activities		(176,074	)		1,375,379			(360,662	)		(17,219	)
Effect of exchange rate fluctuation on cash held		65,672			18,768			14,878			1,039
Net increase (decrease) in cash and cash equivalents		(79,659	)		235,869			(408,712	)		69,017

(e)	Details of associates and joint ventures
1)	Associates
---	---
		Ownership (%)				Region
---	---	---	---	---	---	---
Investee	Category of business	2023		2024
[Domestic]
New Songdo International City Development, LLC	Real estate rental		29.90		29.90	Incheon
Gale International Korea, LLC	Real estate rental		29.90		29.90	Incheon
KONES, Corp.	Technical service		27.41		27.41	Gyeongju
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd	Real estate development		29.53		29.53	Chungju
DAEHO GLOBAL MANAGEMENT CO., LTD.	Investment advisory service		35.82		35.82	Pohang
Gunggi Green Energy(*1)	Electricity generation		19.00		19.00	Hwaseong
Pohang Special Welding Co.,Ltd.	Welding material and tools manufacturing and sales		50.00		50.00	Pohang
EQP POSCO Global NO1 Natural Resources Private Equity Fund	Investment in new technologies		27.23		27.23	Seoul
KC Chemicals CORP.(*1)	Machinery manufacturing		18.76		18.76	Hwaseong
Chun-cheon Energy Co., Ltd	Electricity generation		49.10		49.10	Chuncheon
Noeul Green Energy(* 1)	Electricity generation		10.00		10.00	Seoul
Posco-IDV Growth Ladder IP Fund(*1)	Investment in new technologies		17.86		17.86	Seoul
DaeSung SnM Co., Ltd.(*5)	Steel sales		17.54		—	Busan
Pohang E&E Co., LTD	Investment in waste energy		30.00		30.00	Pohang
POSCO Energy Valley Fund	Investment in new technologies		20.00		20.00	Pohang
Posco Agri-Food Export Fund(*4)	Investment in new technologies		30.00		—	Seoul
Posco Culture Contents Fund	Investment in new technologies		31.67		31.68	Seoul
PCC Amberstone Private Equity Fund 1(*1)	Investment in new technologies		8.80		8.80	Seoul
UITrans LRT Co., Ltd.	Transporting		38.19		38.19	Seoul
POSCO Advanced Technical Staff Fund(*1)	Investment in new technologies		15.87		15.87	Seoul
POSCO 4th Industrial Revolution Fund(*1)	Investment in new technologies		19.05		19.05	Seoul
Pureun Tongyeong Enviro Co., Ltd.	Sewerage treatment		20.40		20.40	Tongyeong
Pure Gimpo Co., Ltd.	Construction		28.79		28.79	Gimpo
Posgreen Co., Ltd.(*1)	Lime and plaster manufacturing		19.00		19.00	Gwangyang
Clean Iksan Co., Ltd.	Construction		23.50		23.50	Iksan
Innovalley Co., Ltd.	Real estate development		29.48		29.48	Yongin

F-3 1

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)				Region
Investee	Category of business	2023		2024
BLUE OCEAN Private Equity Fund	Private equity financial		27.52		27.52	Seoul
Pocheon-Hw ado Highway Corp.	Investment in Expressway		27.89		27.89	Incheon
INNOPOLIS Job Creation Fund II(*1)	Investment in new technologies		6.13		6.13	Seoul
Samcheok Blue Power Co.,Ltd.	Generation of electricity		34.00		34.00	Samcheok
INKOTECH, INC.(*1)	Electricity generation and sales		10.00		10.00	Seoul
PCC Social Enterprise Fund II(*1)	Investment in new technologies business		16.67		16.67	Seoul
PCC-Conar No.1 Fund(*1)	Investment in new technologies business		15.49		14.88	Pohang
HYOCHUN Co., Ltd(*1)	Screen door operation and other		18.00		18.00	Seoul
IBKC-PCC 1st Fund(*1)	Investment in new technologies business		18.18		18.18	Pohang
PCC-Woori LP secondary Fund(*1)	Investment in new technologies business		18.85		18.85	Pohang
Link City PFV Inc.	Contruction, housing construction and sales		44.00		44.00	Uijeongbu
BNH-POSCO Bio Healthcare Fund(*1)	Investment in new technologies business		18.14		18.14	Pohang
PCC-BM Project Fund(*1)	Investment in new technologies business		8.77		8.77	Pohang
Energy Innovation Fund I(*1)	Investment in new technologies business		10.11		10.11	Pohang
Consus PS development Professional Private Real Estate Fund	Real estate development		50.00		50.00	Seoul
POSTECH Holdings 4th Fund	Private Investment Association		40.00		40.00	Pohang
SNU STH IP Fund	Private Investment Association		33.33		33.33	Seoul
PCC-BM Project Fund 2(*4)	Investment in new technologies business		13.70		—	Pohang
G&G Technology Innovation Fund No.1(*1)	Investment in new technologies business		13.97		13.97	Seongnam
PCC-KAI Secondary I Fund(*1)	Investment in new technologies business		19.12		19.12	Seoul
2021 PCC Bio New Technology Fund(*1)	Investment in new technologies		5.45		5.45	Pohang
Consus BG Private Real Estate Fund No.2	Real estate development		50.00		50.00	Seoul
Consus New Deal Infra Development Specialized Private Special Asset Investment Trust 1	Investment Association		40.00		40.00	Seoul
Hybrid ESG Secondary Venture No.1(*1)	Investment Association		18.27		18.27	Pohang
PCC-Bailey Project Fund(*1)	Investment in new technologies business		7.27		7.27	Pohang
CR Inotech Co., Ltd.(*1)	Manufacturing		19.00		19.00	Gwangyang
Posco JK Solid Solution Co., ltd.	Material manufacturing for rechargeable battery		40.00		40.00	Yangsan
PCC-Xinova PRE-IPO Fund(*1)	Investment in new technologies business		9.09		9.09	Pohang
Consus OS Private Real Estate Fund 2	Real estate development		50.00		50.00	Seoul
C&P Advanced Material Technology Co., Ltd.(*2)	Precursor manufacturing and sales		—		20.00	Pohang
P&O Chemical Co., Ltd(*3)	Chemical production		—		51.00	Gwangyang
[Foreign]
POSCHROME (PROPRIETARY) LIMITED	Raw material manufacturing and sales		50.00		50.00	South Africa
CAML RESOURCES PTY LTD	Raw material manufacturing and sales		33.34		33.34	Australia
PT. Wampu Electric Power	Construction and civil engineering		20.00		20.00	Indonesia
POSK(Pinghu) Steel Processing Center Co., Ltd.	Steel processing and sales		20.00		20.00	China
PT.INDONESIA POS CHEMTECH CHOSUN Ref	Refractory manufacturing and sales		30.19		30.19	Indonesia
NS-Thainox Auto Co., Ltd.	Stainless sales and transporting		49.00		49.00	Thailand
PT. Tanggamus Electric Power(*1)	Construction and civil engineering		17.50		17.50	Indonesia
LLP POSUK Titanium	Titanium manufacturing and sales		35.30		35.30	Kazakhstan
IMFA ALLOYS FINLEASE LTD	Raw material manufacturing and sales		24.00		24.00	India
KRAKATAU POS-CHEM DONG-SUH CHEMICAL(*1)	Chemical by-product manufacturing and sales		19.00		19.00	Indonesia
9404-5515 Quebec Inc.	Investments management		25.85		25.85	Canada
Hamparan Mulya	Resource development		45.00		45.00	Indonesia

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

		Ownership (%)				Region
Investee	Category of business	2023		2024
[Foreign]
POS-SEAHSTEELWIRE(TIANJIN)CO.,Ltd.	Steel manufacturing and sales		25.00		25.00	China
Eureka Moly LLC(*5)	Raw material manufacturing and sales		20.00		—	USA
KIRIN VIETNAM CO., LTD(*4)	Panel manufacturing		19.00		—	Vietnam
POSCO SeAH Steel Wire(Nantong) Co., Ltd.	Steel processing and sales		25.00		25.00	China
POS-SeAH Steel Wire (Thailand) Co., Ltd.	Steel manufacturing and sales		25.00		25.00	Thailand
Jupiter Mines Limited(*1)	Resource development		6.89		6.89	Australia
SAMHWAN VINA CO., LTD(*1)	Steel manufacturing and sales		17.26		17.26	Vietnam
Saudi-Korean Company for Maintenance Properties Management LLC(*1)	Building management		19.00		19.00	Saudi<br>Arabia
NCR LLC	Coal sales		22.05		22.05	Canada
AMCI (WA) PTY LTD	Iron ore sales & mine development		49.00		49.00	Australia
SHANGHAI LANSHENG DAEWOO CORP.	Trading		49.00		49.00	China
SHANGHAI WAIGAOQIAO FREE TRADE ZONE LANSHENG DAEWOO IN’L TRADING CO., LTD.	Trading		49.00		49.00	China
General Medicines Company Ltd.	Medicine manufacturing and sales		33.00		33.00	Sudan
KOREA LNG LTD.	Gas production and sales		20.00		20.00	England
AES Mong Duong Power Company Limited	Electricity generation		30.00		30.00	Vietnam
South-East Asia Gas Pipeline Company Ltd.	Pipeline construction and management		25.04		25.04	Myanmar
GLOBAL KOMSCO Daew oo LLC	Cotton celluloid manufacturing and sales		35.00		35.00	Uzbekistan
POSCO-Poggenamp Electrical Steel Pvt. Ltd.	Steel processing and sales		26.00		26.00	India
Qingdao Pohang DGENX Stainless SteelPipeCo., Ltd	Exhaust meter manufacturing		40.00		40.00	China
SHINPOONG DAEWOO PHARMA VIETNAM CO.,LTD(*1)	Medicine production		3.42		3.42	Vietnam
ZHEJIANG HUAYOU-POSCO ESM CO., LTD	Anode material Production		40.00		40.00	China
MONG DUONG FINANCE HOLDINGS B.V.	Financial Holdings		30.00		30.00	Netherlands
FQM Australia Holdings Pty Ltd	Non-ferrous metal Mining		24.32		24.32	Australia
Qingdao ZhongShou New Energy Technology Co.,Ltd(*1)	Artificial Graphite manufacturing		13.00		13.00	China
Black Rock Mining LTD(*1)	Mining		11.72		10.07	Australia
Inner Mongolia Sinuo New Material Technology Co.,Ltd(*1)	Artificial Graphite manufacturing		12.85		12.85	China
ZHANGJIAGANG XIAO-SHA COIL SERVICE CENTER CO.,LTD(*1)	Steel processing and sales		17.50		17.50	China
AJI Marketing and Sales, LLC(*2)	Coal sales		—		22.05	USA
(*1)	The Company has determined that it has significant influence even though the Company’s percentage of ownership is less than 20% considering the composition of board of directors.
---	---
(*2)	During the year ended December 31, 2024, the entities were included as associates.
---	---
(*3)	During the year ended December 31, 2024, the entity was excluded from a subsidiary and classified as an associate.
---	---
(*4)	During the year ended December 31, 2024, the entities were excluded from associates due to liquidation.
---	---
(*5)	During the year ended December 31, 2024, the entities were excluded from associates due to sale of interests.
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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2<br>)	Joint ventures

Details of joint ventures as of December 31, 2023 and 2024 are as follows:

		Ownership (%)
Investee	Category of business	2023		2024		Region
[Domestic]
POSCO MC MATERIALS	Steel processing and sales		60.00		60.00		Gwangyang
POSCO-KB Shipbuilding Restructuring Fund	Investment in new technologies		18.75		18.75		Seoul
POSCO-NSC Venture Fund	Investment in new technologies		16.67		16.67		Seoul
Posco Plutus Project 3rd Project fund	Investment in new technologies		5.96		5.96		Seoul
PCC Bio 2nd Fund	Investment in new technologies		19.72		19.72		Seoul
Union PCC Portfolio Fund	Investment in new technologies		14.12		14.12		Seoul
Eco Energy Solution Co., ltd.	Service		50.00		50.00		Seoul
FLOW K CO., Ltd.(*1)	Logistics and warehousing		—		40.00		Gwangyang
SNNC	Raw material manufacturing and sales		49.00		49.00		Gwangyang
[Foreign]
KOBRASCO	Steel materials manufacturing and sales		50.00		50.00		Brazil
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.	Steel processing and sales		25.00		25.00		China
POSCO-SAMSUNG-Slovakia Processing Center	Steel processing and sales		30.00		30.00		Slovakia
YULCHON MEXICO S.A. DE C.V.	Tube for automobile manufacturing		11.85		11.85		Mexico
Hyunson Engineering & Construction HYENCO	Construction		4.89		4.89		Algeria
POSCO E&C Saudi Arabia	Civil engineering and construction		40.00		40.00		Saudi Arabia
Pos-Austem Suzhou Automotive Co., Ltd	Automotive parts manufacturing		19.90		19.90		China
POS-InfraAuto (Suzhou) Co., Ltd	Automotive parts manufacturing		16.20		16.20		China
POS-AUSTEM YANTAI AUTOMOTIVE CO., LTD	Automotive parts manufacturing		11.10		11.10		China
POS-AUSTEM WUHAN AUTOMOTIVE CO., LTD	Automotive parts manufacturing		7.43		7.43		China
DMSA/AMSA	Energy & resource development		3.89		3.89		Madagascar
Roy Hill Holdings Pty Ltd	Energy & resource development		12.50		12.50		Australia
POSCO-NPS Niobium LLC	Mine development		50.00		50.00		USA
HBIS-POSCO Automotive Steel Co., Ltd	Steel manufacturing and sales		50.00		50.00		China
PT NICOLE METAL INDUSTRY	Nickel smelting		49.00		49.00		Indonesia
Hydrogen Duqm LLC(*1)	Green hydrogen/Ammonia product business development		—		44.80		Oman
Nickel Mining Company SAS	Raw material manufacturing and sales		49.00		49.00		New Caledonia
(*1)	During the year ended December 31, 2024, the entities were newly included as joint ventures.
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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(f)	New subsidiaries

Consolidated subsidiaries acquired or newly established during the year ended December 31, 2024 are as follows:

Company	Date of addition		Reason
POSCO CNGR Nickel Solution	January 2024	60.00	New establishment
POSCO CVC Scale-Up Fund	May 2024	60.00	New establishment
SK SOLAR POWER GENERATION CORPORATION	July 2024	100.00	Acqusition
POSCO ZT AIR SOLUTION	August 2024	75.10	New establishment
RNR logistics	September 2024	100.00	Acqusition
POSCO (BEIJING) Trading Co., Ltd.	December 2024	100.00	New establishment
Mastern No.123 Yeoju Samgyo PFV CO., Ltd	December 2024	100.00	Acqusition

(g)	Loss of control

Subsidiaries for which the Company has lost c on trol during the year ended December 31, 2024 are as follows:

Company	Date of exclusion	Reason
POSCO INTERNATIONAL POWER (PNGLAE) LTD.	June 2024	Divestiture
Myanmar POSCO Engineering & Construction Company, Limited.	October 2024	Liquidation
POSCO WIDE-CHINA CO., LTD.	November 2024	Liquidation
P&O Chemical Co., Ltd.	December 2024	Reclassification from subsidiary to associate due to articles of incorporation amendment
POSCO (Dalian) IT Center Development Co., Ltd.	December 2024	Divestiture

Statement of Compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) Accounting Standards, as issued by the International Accounting Standards Board.

The consolidated financial statements were authorized for issuance by management on April 29, 2025.

Basis of measurement

The consolidated financial statements have been prepared on a historical cost basis, except for the following material items in the consolidated statement of financial position, as described in the accounting policy below.

(a)	Derivatives instruments measured at fair value
(b)	Financial instruments measured at fair value through profit or loss
---	---
(c)	Financial instruments measured at fair value through other comprehensive income
---	---
(d)	Defined benefit liabilities measured at the present value of the defined benefit obligation less the fair value of the plan assets
---	---

Functional and presentation currency

The financial statements of POSCO HOLDINGS INC. and its subsidiaries are prepared in functional currency of the respective operation. These consolidated financial statements are presented in Korean

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

Won, which is POSCO HOLDINGS INC.’s functional currency which is the currency of the primary economic environment in which POSCO HOLDINGS INC. operates.

Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period prospectively.

(a)	Judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

•	Note 1 - Subsidiaries, associates and joint ventures
•	Note 11 - Investments in associates and joint ventures
---	---
•	Note 12 - Joint operations
---	---
(b)	Assumptions and estimation uncertainties
---	---

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next fiscal year is included in the following notes:

•	Note 15 - Goodwill and other intangible assets
•	Note 20 - Provisions
---	---
•	Note 21 - Employee benefits
---	---
•	Note 23 - Financial instruments
---	---
•	Note 29 - Revenue – contract balances
---	---
•	Note 35 - Income taxes
---	---
•	Note 38 - Commitments and contingencies
---	---
(c)	Measurement of fair value
---	---

The Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Company has an established control framework with respect to the measurement of fair values. This includes the valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the financial officer.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values,

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS including the level in the fair value hierarchy in which such valuation techniques should be classified.

Significant valuation issues are reported to the Company’s Audit Committee.

When measuring the fair value of an asset or a liability, the Company uses market observable data to the greatest extent possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

•	Level 1 - unadjusted quoted prices in active markets for identical assets or liabilities.
•	Level 2 - inputs other than quoted prices included in Level 1 that are observable for the assets or liabilities, either directly or indirectly.
---	---
•	Level 3 - inputs for the assets or liabilities that are not based on observable market data.
---	---

If the inputs used to measure the fair value of an asset or a liability might be categorized in different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Information about the assumptions made in measuring fair values is included in the following note:

•	Note 23 - Financial instruments

Changes in Accounting Policies

Except for the standards and amendments applied for the first time for the reporting period beginning on January 1, 2024 described below, the Company has consistently applied accounting policies in these consolidated financial statements for all periods presented.

(a)	Amendments to IFRS No. 16 “Leases”: Lease Liability in a Sale and Leaseback

The amendments to IFRS No. 16 “Leases” specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognize any amount of the gain or loss that relates to the right of use it retains. The amendments had no impact on the Company’s consolidated financial statements.

(b)	Amendments to IAS No. 1 “Presentation of Financial Statements”: Classification of Liabilities as Current or <br>Non-current

The amendments to IAS No. 1 “Presentation of Financial Statements” specify the requirements for classifying liabilities as current or non-current.

The amendments clarify:

•	what is meant by a right to defer settlement;
•	that a right to defer must exist at the end of the reporting period;
---	---
•	that classification is unaffected by the likelihood that an entity will exercise its deferral rights; and
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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

•	that if under the condition that an entity settles the liability by transferring its equity instruments, the option is classified as equity instrument and the option is recognized separate from the liability as a component of equity for hybrid financial instrument, there is no impact on current or <br>non-current<br> classification.

In addition, an entity is required to disclose when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. The amendments had no impact on the classification of the Company’s liabilities.

(c)	Amendments to IAS No. 7 “Statement of Cash Flows” and IFRS No. 7 “Financial Instruments Disclosures”: Supplier Finance Arrangements

The amendments to IAS No. 7 “Statement of Cash Flows” and IFRS No. 7 “Financial Instruments Disclosures” clarify the characteristics of supplier finance arrangements and require additional disclosure of such arrangements. The disclosure requirements in the amendments are intended to assist users of financial statements in understanding the effects of supplier finance arrangements on an entity’s liabilities, cash flows and exposure to liquidity risk. As a result of implementing the amendments, the Company has provided additional disclosures about its supplier finance arrangements. (See Note 23)

3.	Summary of Material Accounting Policy Information

The material accounting policy information applied by the Company in preparation of its consolidated financial statements are included below. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements, except for those as disclosed in Note 2.

Basis of consolidation

(a)	Business combinations

The Company accounts for business combinations applying the acquisition method.

(b)	Non-controlling<br> interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the acquisition date.

(c)	Subsidiaries

The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

(d)	Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(e)	Business combination of entities or businesses under common control

In a business combination of entities or businesses under common control, the assets acquired and liabilities assumed are recognized at their carrying amounts in the consolidated financial statements of the Company. The difference between the consideration transferred and the carrying amount of the net assets acquired is adjusted in capital surplus .

Foreign operations

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, and short-term investments in highly liquid securities that are readily convertible to known amounts of cash with maturities of three months or less from the acquisition date and which are subject to an insignificant risk of changes in value. Equity investments are excluded from cash and cash equivalents.

Non-derivative financial assets

Trade receivables and debt securities issued are initially recognized when they are originated. All other financial assets are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value plus, for an item not at financial assets measured at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

(a)	Financial assets measured at amortized cost

Financial assets measured at amortized cost are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, gains and losses on foreign currency translation and impairment losses are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

(b)	Equity instruments measured at fair value through other comprehensive income

On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to present subsequent changes in the investment’s fair value in other comprehensive income. This election is made on an investment-by-investment basis.

Equity instruments measured at fair value through other comprehensive income are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in other comprehensive income and never reclassified to profit or loss.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Financial assets measured at fair value through profit or loss

All financial assets not classified as measured at amortized cost or fair value through other comprehensive income as described above are measured at fair value through profit or loss. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at fair value through other comprehensive income as at fair value through profit or loss if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets measured at fair value through profit or loss are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

(e)	Derecognition of financial assets

Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership. If a transfer does not result in derecognition because the Company has retained substantially all the risks and rewards of ownership of the transferred asset, the Company continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received.

Inventories

Inventory costs, except materials-in-transit in which costs are determined by using specific identification method, are determined by using the total average method or moving-weighted average method. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. The allocation of fixed production overheads to the costs of finished goods or work in progress are based on the normal capacity of the production facilities.

Non-current assets held for sale

Non-current assets or disposal groups comprising assets and liabilities that are expected to be recovered primarily through sale rather than through continuing use and are highly probable for immediate sale in their present condition are classified as held for sale.

Investment property

Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses. Depreciation methods, useful lives and residual values are identical to those applied for property, plant and equipment.

Property, plant and equipment

Property, plant and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and any accumulated impairment losses. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and, when the Company has an obligation to remove the asset or restore the site, an estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

The cost of replacing a part of an item is recognized in the carrying amount of the item of property, plant and equipment, if the following recognition criteria are met:

(a)	it is probable that future economic benefits associated with the item will flow to the Company, and
(b)	the cost can be measured reliably.
---	---

The carrying amount of the replaced part is derecognized at the time the replacement part is recognized. The costs of the day-to-day servicing of the item are recognized in profit or loss as incurred.

Items of property, plant and equipment are depreciated from the date they are available for use or, in respect of self-constructed assets, from the date that the asset is completed and ready for use. Other than land, the costs of an asset less its estimated residual value are depreciated. Depreciation of property, plant and equipment is recognized in profit or loss on a straight-line basis, which most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset, over the estimated useful lives of each component of an item of property, plant and equipment. Land is not depreciated.

The estimated useful lives of property, plant and equipment are as follows:

Buildings	5-50 years
Structures	4-50 years
Machinery and equipment	2-25 years
Vehicles	3-20 years
Tools	3-20 years
Furniture and fixtures	3-20 years
Lease assets	2-45 years
Bearer plants	20 years

Borrowing costs

The Company capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized in expense as incurred. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. Financial assets, and inventories that are manufactured, or otherwise produced, over a short period of time, are not qualifying assets. Assets that are ready for their intended use or sale when acquired are not qualifying assets.

Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

value of intangible assets is zero. However, certain intangible assets (i.e., club membership) do not have foreseeable limitations on the period during which they can be utilized, therefore, if the useful life of these intangible assets is assessed as indefinite, they are not being amortized.

Intellectual property rights	4-25 years
Development expense	3-5 years
Port facilities usage rights	4-75 years
Other intangible assets	2-15 years

Exploration for and evaluation of mineral resources

POSCO HOLDINGS INC. is engaged in exploration projects for mineral resources through subsidiaries, associates and joint ventures or other contractual arrangements. Expenditures related to the development of mineral resources are recognized as exploration or development intangible assets. The nature of these intangible assets are as follows:

(a)	Exploration and evaluation assets

Exploration and evaluation assets consist of expenditures for topographical studies, geophysical studies and trenching. These assets are reclassified as development assets when it is proved that the exploration has identified commercially viable mineral deposit.

(b)	Development assets

Upon completion of development and inception of extraction for commercial production of developed proved reserves, the development assets are reclassified as either property, plant and equipment or as intellectual property rights (mining rights) under intangible assets based on the nature of the capitalized expenditure.

Government grants

(a)	Grants related to assets

Government grants whose primary condition is that the Company purchases, constructs or otherwise acquires long-term assets are deducted from the carrying amount of the assets and recognized in profit or loss on a systematic and rational basis over the life of the depreciable assets.

(b)	Grants related to income

Government grants which are intended to compensate the Company for expenses incurred are deducted from the related expenses.

Leases

1)	As a lessee

At inception or reassessment of a contract that contains a lease component, the Company allocates the consideration in the contract to each lease and non-lease component on the basis of their relative stand-alone prices.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date. Generally, the Company uses its incremental borrowing rate as the discount rate.

The Company determines its incremental borrowing rate by obtaining interest rates from various external sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.

The Company presents right-of-use assets in the same line item as it presents underlying assets of the same nature that it owns, and lease liabilities are included in other payables on the consolidated statement of financial position.

The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

2)	As a lessor

When the Company acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. To classify each lease, the Company makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. The Company considers certain indicators such as whether the lease is for a major part of the economic life of the asset.

The Company leases out its investment properties. The Company classifies these leases as operating leases. The Company recognizes lease payments received under lease agreements as revenue on a straight-line basis over the lease term.

The Company provides subleases for assets such as vessels and others.

Impairment for financial assets

The Company recognizes loss allowance for expected credit losses on:

•	financial assets measured at amortized cost
•	debt instruments measured at fair value through other comprehensive income
---	---
•	lease receivables, contract assets, loan commitments, and financial guarantee contracts.
---	---
(a)	Judgments on credit risk
---	---

The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due. The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations to the Company in full, without recourse by the Company to actions such as realizing security (if any is held). The Company considers a debt security to have low credit risk when its credit risk rating is equivalent to investment grade defined by reliable credit rating agencies.

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Expected credit losses

Expected credit losses for financial assets measured at amortized cost are recognized in profit or loss. Loss allowances for financial assets measured at amortized cost are deducted from carrying amount of the assets. For debt instruments measured at fair value through other comprehensive income, the loss allowance is charged to profit or loss and is recognized in other comprehensive income.

(c)	Credit-impaired financial assets

At each reporting date, the Company assesses whether financial assets measured at amortized cost and debt instrument measured at fair value through other comprehensive income are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Objective evidence that a financial asset or company of financial assets are impaired includes:

•	significant financial difficulty of the issuer or borrower
•	a breach of contract, such as a default or delinquency in interest or principal payments
---	---
•	the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider.
---	---
•	it becoming probable that the borrower will enter bankruptcy or other financial reorganization
---	---
•	the disappearance of an active market for the financial assets because of financial difficulties
---	---

(d)	Write-off

The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion. The Company individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery based on continuous payments and extinct prescriptions. The Company expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company’s procedures for recovery of amounts due.

Impairment for non-financial assets

The carrying amounts of the Company’s non-financial assets, other than assets arising from costs of obtaining a contract or to fulfill a contract, contract assets recognized in accordance with revenue from contracts with customers, employee benefits, inventories, deferred tax assets and non-current assets held for sale, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

Management estimates the recoverable amount of an individual asset. If it is impossible to measure the individual recoverable amount of an asset, then management estimates the recoverable amount of cash-generating unit (“CGU”). A CGU is the smallest identifiable company of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The Company determined that individual operating entities are CGUs.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

Derivative financial instruments, including hedge accounting

Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recognized as described below.

(a)	Hedge accounting

The Company holds currency swaps, currency forwards and commodity future contracts to manage interest rate risk and foreign exchange risk. The Company designated derivatives as hedging instruments to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecast transactions or firm commitments (a cash flow hedge).

①	Fair value hedge

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognized in profit or loss. Change in the fair value of the hedged item attributable to the risk hedged is also recognized in profit or loss.

②	Cash flow hedge

When a derivative is designated to hedge the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income, net of tax, and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

(b)	Other derivatives

Changes in the fair value of a derivative that is not designated as a hedging instrument are recognized immediately in profit or loss.

Non-derivative financial liabilities

The Company classifies non-derivative financial liabilities into financial liabilities measured at fair value through profit or loss or financial liabilities measured at amortized cost in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Company recognizes financial liabilities in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the financial liability.

Construction work in progress

The gross amount due from customers for contract work is presented for all contracts in which profits multiply cumulative percentage-of-completion exceed progress billings. If progress billings exceed profits multiply cumulative percentage-of-completion, the gross amount due to customers for contract work is presented. The amount received from the customer before the construction work is performed is recognized as an advance received. The amount billed for completed construction work is recognized as trade accounts and notes receivable (a receivable).

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

The Company accounts for the remaining rights and performance obligation on the contract with the customers on a net basis. Due from customers for contract work and due to customers for contract work for same contract are offset and presented on a net basis.

Employee benefits

The Company’s net obligation in respect of defined benefit plans is calculated using the projected unit credit method.

Provisions

A Provision for warranties is recognized when the underlying products or services are sold, based on historical warranty data and a weighting of possible outcomes against their associated probabilities.

Regarding a provision for construction warranties, warranty period starts from the completion of construction in accordance with construction contracts. If the Company has an obligation for warranties, provision for warranties which is estimated based on historical warranty data is recorded as cost of construction and provision for warranties during the construction period.

If the estimated total contract cost of the construction contract exceeds the total contract revenue, the estimated contract cost exceeding the contract revenue is recognized as a provision for construction losses in the remaining contract for which construction has not proceeded.

A provision for restoration regarding contamination of land is recognized in accordance with the Company’s announced Environment Policy and legal requirement as needed.

Emission Rights

The Company accounts for greenhouse gases emission right and the relevant liability as follows pursuant to the Act on Allocation and Trading of Greenhouse Gas Emission which became effective in Korea in

2015.

(a)	Greenhouse Gases Emission Right

Greenhouse Gases Emission Right consists of emission allowances which are allocated from the government free of charge and those purchased from the market. The cost includes any directly attributable costs incurred during the normal course of business.

Emission rights held for the purpose of performing the obligation are classified as intangible asset and initially measured at cost and subsequently carried at cost less accumulated impairment losses. The Company derecognizes an emission right asset when the emission allowance is unusable, disposed or submitted to government when the future economic benefits are no longer expected to be probable.

(b)	Emission liability

Emission liability is a present obligation of submitting emission rights to the government with regard to emission of greenhouse gas. Emission liability is recognized when there is a high

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

possibility of outflows of resources in performing the obligation and the costs required to perform the obligation are reliably estimable. Emission liability is an amount of estimated obligations for emission rights to be submitted to the government for the performing period. The emission liability is measured based on the expected quantity of emission for the performing period in excess of emission allowance in possession and the unit price for such emission rights in the market at the end of the reporting period. The emission liability is derecognized when submitted to the government.

Hybrid Bonds

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of financial liability and an equity instrument. When the Company has an unconditional right to avoid delivering cash or another financial asset to settle a contractual obligation, the instruments are classified as equity instruments.

Revenue from contracts with customers

Revenue is measured based on the consideration promised in the contract with the customer. The Company recognizes revenue when the control over a good or service is transferred to the customer. The following are the revenue recognition policies for performance obligations in the contracts with customers in accordance with IFRS No. 15.

(a)	Sale of good

The goods sold by the Company consist mainly of steel products from the steel segment and products such as steel, chemicals, auto parts and machinery in the trade segment.

For domestic sales, the control of the product is usually transferred to the customer when the product is delivered to the customer, at which point in time revenue is recognized. Invoices are generally due within 10 to 90 days. When a customer makes payment prior to the due date, they are offered a discount at certain percentage of the invoice amount.

For export sales, revenue is recognized at the time when control of the product is transferred to the customer based on the “International Commercial Terms (Incoterms) for Interpretation of Trade Terms” prescribed in the respective contracts, and the Company’s export contract generally transfers control to the customer at the shipping of the product. Invoices are usually issued at the date of bill of lading, and revenue generated is settled based on the terms of Letter of Credit (L/C), Acceptance Condition (D/A), Payment Condition (D/P), Telegraphic Transfer (T/T) and others.

The Company provides certain discount when the customer prepays according to the payment terms. The Company recognized revenue only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when discount period expires.

(b)	Transportation service

For the performance obligation for transportation services included in the Company’s product sales contracts, revenue is recognized over the period when in which the services are provided

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

and the revenue is measured by reference to examining the degree to which the service has been completed so far. The billing date and payment terms for the service charge are the same as the billing date and payment terms for sale of goods.

(c)	Construction contracts

In the case of construction contracts where the Company renders construction services for plants, etc., the customer controls the assets as they are being constructed. This is because under those contracts, the Company is able to perform construction or design services to meet the customer’s specifications, and if a contract is terminated by the customer, the Company is entitled to reimbursement of all costs incurred to date, including a reasonable margin. When the contract can be reliably estimated, the Company recognizes the contract revenue and contract cost as revenue and costs based on the progress of the contract activity as of the end of the reporting period. The percentage of completion is determined based on the proportion that contract costs incurred for work performed excluding contract cost incurred that do not reflect the stage of completion to date bear to the estimated total contract costs.

If the outcome of the contract cannot be reliably estimated, the revenue is recognized only to the extent of the contract costs that are probable to be recovered.

When it is probable that total contract costs will exceed total contract revenue, the expected losses are immediately recognized as an expense.

The Company issues an invoice when the customer has completed a progress confirmation and generally the payment is due within 45 days from the invoice date.

(d)	Certain construction contracts for apartments

For certain construction service contracts for apartments where the criterion of an enforceable right to payment for performance is met under IFRS No. 15., even if the legal ownership or physical occupancy of the incomplete construction is not transferred to the customer during the construction period, revenue is recognized based on percentage of completion by considering the terms and conditions described in the relevant law and contracts such as the guarantee for sale policy, government approval on business plan, payment and termination terms. For certain construction contracts for apartments and shopping centers where the criterion of an enforceable right to payment for performance is not met during the construction period, the Company recognizes revenue upon completion of construction when the control of the apartments and shopping centers are transferred to customers.

In the meantime, the billing point and settlement terms of the pre-sale contract differ depending on the contract terms.

Finance income and finance costs

The Company’s finance income and finance costs include:

•	interest income;
•	interest expense;
---	---
•	dividend income;
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

•	the foreign currency gain or loss on financial assets and financial liabilities;
•	the net gain or loss on financial assets measured at fair value through profit or loss;
---	---
•	hedge ineffectiveness recognized in profit or loss; and
---	---
•	the net gain or loss on the disposal of investments in debt securities measured at fair value through other comprehensive income.
---	---

Interest income or expense is recognized using the effective interest method. Dividend income is recognized in profit or loss on the date on which the Company’s right to receive payment is established.

Income taxes

The Company recognizes interest and penalties related to corporate tax as if it is applicable to the income taxes, the Company applies IAS No. 12 “Income Taxes”; if it is not applicable to the income taxes, the Company applies IAS No. 37 “Provisions, Contingent Liabilities and Contingent Assets”.

Operating segments

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenditures, including revenues and expenses that relate to transactions with any of the Company’s other components, whose operating results are regularly reviewed by the Company’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance and for which discrete financial information is available. Management has determined that the CODM of the Company is the Chief Executive Officer (“CEO”). Segment results that are reported to the CEO include items directly attributable to a segment and items allocated on a reasonable basis.

Profit or loss is the measure of segment profitability used by the CODM to assess performance and allocate resources of the segments.

With regard to Construction segment of the Infrastructure business, segment profit and loss is determined in accordance with IFRS except that revenues and expenses from the development and sale of certain residential real estates are determined by reference to the stage of completion, while in the consolidated financial statements, they are recognized when the title to the real estates is transferred to the buyer.

For the other segments, segment profit and loss is determined in accordance with IFRS without any allocation of corporate expenses.

The accounting policies used in reporting segment information are consistent with the accounting policies used in the preparation of the consolidated financial statements except the assets and liabilities related to certain real estate contract revenue of the construction segment explained above which are determined by reference to the stage of completion of the contract activity at the end of each period. Corporate expenses are not allocated to segments in determining segment profit and loss. In addition, segment assets and liabilities are not allocated to segments either. The assets and liabilities of each segment presented in Note 40 are based on the separate financial statements of the entities belong to each segment.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

In addition, there are a variety of transactions amongst the reportable segments. These transactions include sales and purchase of products, materials and property, plant and equipment, and rendering of construction service and so on.

Joint Arrangements

Joint arrangements in which two or more parties have joint control are classified as joint operations or joint ventures. Participants in a joint operation retain rights and obligations for the joint operation’s assets and liabilities and recognize their share of the joint operation’s assets and liabilities, income and expenses. Participants in a joint venture have rights to the net assets of the joint venture, and the equity method is applied.

New standards and interpretations not yet adopted

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s consolidated financial statements are disclosed below. The Company has not early adopted the new or amended standards in preparation of these consolidated financial statements.

(a)	Amendments to IAS No. 21 “The Effects of Changes in Foreign Exchange Rates”: Lack of Exchangeability

The amendments to IAS No. 21 “The Effects of Changes in Foreign Exchange Rates”

specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position, and cash flows. The amendments will be effective for annual reporting periods beginning on or after January 1, 2025. Early adoption is permitted, but will need to be disclosed.

When applying the amendments, the entity cannot restate comparative information. The amendments are not expected to have a material impact on the Company’s consolidated financial statements.

(b)	Amendments to IFRS No. 9 “Financial Instruments” and IFRS No. 7 “Financial Instruments Disclosures”: Classification and Measurement of Financial Instruments

The amendments to IFRS No. 9 “Financial Instruments” and IFRS No. 7 “Financial Instruments Disclosures” : Classification and Measurement of Financial Instruments

include the following:

•	clarify that a financial liability is derecognized on the settlement date and introduce an accounting policy choice to derecognize financial liabilities that are settled by using electronic payment system before the settlement date (if specific criteria are met);
•	provide additional guidance as to how to assess contractual cash flows of financial assets with environmental, social and corporate governance (ESG) and similar features;
---	---
•	clarify what constitutes <br>non-recourse<br> feature and the characteristics of contractually linked financial instruments; and
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

•	introduce disclosures on financial instruments with contingent features and additional disclosure requirements for equity instruments measured at fair value through other comprehensive income.

The amendments will be effective for annual periods beginning on or after January 1, 2026. Early adoption is permitted, but only for the classification of financial assets and the related disclosures. The Company does not plan to early adopt the amendments.

(c)	Annual Improvements to IFRS—Volume 11

Annual Improvements to IFRS—Volume 11 have been announced for the purpose of improving consistency of requirements set out in each standard, enhancing clarity, and providing better understanding of the amendments.

•	Amendments to IFRS No. 1 “First-time adoption of IFRS”: Hedge accounting by a first-time adopter
•	Amendments to IFRS No. 7 “Financial Instruments: Disclosures“: Gain or loss on derecognition, Guidance for application of amendments in practice
---	---
•	Amendments to IFRS No. 9 “Financial Instruments”: Accounting for derecognition of lease liabilities and definition of transaction prices
---	---
•	Amendments to IFRS No. 10 “Consolidated Financial Statements”: Determination of a ‘de facto agent’
---	---
•	Amendments to IAS No. 7 “Statement of Cash Flows”: Cost Method
---	---

The amendments will be effective for the annual periods beginning on or after January 1, 2026. Early adoption is permitted but will need to be disclosed. The amendments are not expected to have a material impact on the Company’s consolidated financial statements.

(d)	IFRS No. 18 Presentation and Disclosure in Financial Statements

In April 2024, the IASB issued IFRS No. 18, which replaces IAS No. 1 Presentation of Financial Statements. IFRS No. 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations, whereof the first three are new.

It also requires disclosure of newly defined management-defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and disaggregation of financial information based on the identified ‘roles’ of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS No. 7 Statement of Cash Flows, which include changing the starting point for determining cash flows from operations under the indirect method, from ‘profit or loss’ to ‘operating profit or loss’ and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS No. 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted and must be disclosed. IFRS No. 18 will apply retrospectively.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

The Company is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

(e)	IFRS No. 19 Subsidiaries without Public Accountability

In May 2024, the IASB issued IFRS No. 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period, an entity must be a subsidiary as defined in IFRS No. 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards

IFRS No. 19 will become effective for reporting periods beginning on or after January 1, 2027, with early application permitted.

As the Company’s equity instruments are publicly traded, it is not eligible to elect to apply IFRS No. 19.

Financial risk management

The Company has exposure to the following risks from its use of financial instruments:

•	credit risk
•	liquidity risk
---	---
•	market risk
---	---
•	capital risk
---	---

This note presents information about the Company’s exposure to each of the above risks, the Company’s objectives, policies and processes for measuring and managing risks, and the Company’s capital management. Further quantitative disclosures are included throughout these consolidated financial statements.

(a)	Financial risk management
1)	Risk management framework
---	---

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities.

The Company, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

2)	Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade accounts and notes receivable from customers, other receivables, and debt securities. In addition, credit risk arises from finance guarantees.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

The Company implements a credit risk management policy under which the Company only transacts business with counterparties that have a certain level of credit rate evaluated based on financial condition, historical experience, and other factors. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The default risk of a nation or an industry in which a customer operates its business does not have a significant influence on credit risk. The Company has established a credit policy under which each new customer is analyzed individually for creditworthiness.

The Company establishes an allowance for impairment that represents its estimate of expected losses in respect of trade accounts and notes receivable and other receivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for companies of similar assets in respect of losses that have been incurred.

Credit risk also arises from transactions with financial institutions, and such transactions include transactions of cash and cash equivalents, various deposits, and financial instruments such as derivative contracts. The Company manages its exposure to this credit risk by only entering into transactions with banks that have high international credit ratings. The Company’s treasury department authorizes, manages, and overseas new transactions with financial institutions with whom the Company has no previous relationship.

Furthermore, the Company limits its exposure to credit risk of financial guarantee contracts by strictly evaluating their necessity based on internal decision making processes, such as the approval of the Board of Directors.

3)	Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, to the greatest extent possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company’s cash flow from business, borrowing or financing is sufficient to meet the cash requirements for the Company’s strategic investments. Management believes that the Company is capable of raising funds by borrowing or financing if the Company is not able to generate cash flow requirements from its operations. The Company has committed borrowing facilities with various banks.

4)	Market risk

Market risk means that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The goal of market risk management is optimization of profit and controlling the exposure to market risk within acceptable limits.

①	Currency risk

The Company’s policy in respect of foreign currency risks is a natural hedge whereby foreign currency income is offset with foreign currency expenditures. The remaining net

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

exposures after the natural hedge have been hedged using derivative contracts such as forward exchange contracts. In addition, the Company’s derivative transactions are limited to hedging actual foreign currency transactions and speculative hedging is not permitted. Based on this policy, the Company has performed currency risk management specific to various characteristics of different segments. Entities in the steel segment reduce the foreign currency exposure by repayment of foreign currency borrowings related to investment in overseas when their maturities come.

Entities in the Infrastructure - construction segment have hedged foreign currency risks by using forward exchange contracts. Entities in the Infrastructure - trading segment have hedged foreign currency risks by using forward exchange contracts when the foreign currencies received and paid are different.

②	Interest rate risk

The Company manages the exposure to interest rate risk by adjusting the borrowing structure ratio between borrowings at fixed interest rate and variable interest rate. The Company monitors interest rate risks regularly in order to avoid exposure to interest rate risk on borrowings at variable interest rate.

③	Other market price risk

Equity price risk arises from fluctuation of market price of listed equity securities. Management of the Company measures regularly the fair value of listed equity securities and the risk of variance in future cash flow caused by market price fluctuations. Significant investments are managed separately and all buy and sell decisions are approved by management of the Company.

(b)	Management of capital

The fundamental goal of capital management is the maximization of shareholders’ value by means of the stable dividend policy and the retirement of treasury shares. The capital structure of the Company consists of equity and net borrowings (total borrowings after deducting cash and cash equivalents). The Company applied the same capital risk management strategy that was applied in the previous period.

Net borrowing-to-equity ratio as of December 31, 2023 and 2024 is as follows:

(in millions of Won)	2023
Total borrowings	￦	25,970,379		25,997,367
Less: Cash and cash equivalents		6,670,879		6,767,898
Net borrowings		19,299,500		19,229,469
Total equity		59,598,600		61,442,768
Net <br>borrowings-to-equity<br> ratio		32.38	%	31.30	%

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

5.	Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Cash	￦	12,312	9,189
Demand deposits and checking accounts		2,537,545	2,220,202
Time deposits		1,473,081	1,908,284
Other cash equivalents		2,647,941	2,630,223
	￦	6,670,879	6,767,898

As of December 31, 2023 and 2024, cash and cash equivalents of subsidiaries of the Company, such as POSCO amounting to

￦ 85,163 million and ￦ 46,650 million, respectively, are restricted in use.

6.	Trade Accounts and Notes Receivable

Trade accounts and notes receivable as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Current
Trade accounts and notes receivable	￦	9,382,308		9,654,809
Due from customers for contract work		1,704,256		1,488,180
Less: Allowance for doubtful accounts		(283,575	)	(321,501	)
	￦	10,802,989		10,821,488
Non-current
Trade accounts and notes receivable	￦	89,839		72,387
Less: Allowance for doubtful accounts		(47,323	)	(44,608	)
	￦	42,516		27,779

The Company discounted trade accounts receivable in accordance with trade accounts receivable factoring agreements with financial institutions for the years ended December 31, 2023 and 2024. This transaction is a transaction with recourse right because the Company is obligated to pay the amount to the bank, etc. if the trade accounts receivable are not recovered at maturity, and the transaction is accounted for as secured borrowing. As of December 31, 2023 and 2024, the book value of the trade accounts receivable from the transaction is

￦ 132,942 million and ￦ 119,076 million, respectively, and the amount is included in the short-term borrowings.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

7.	Other Receivables
(a)	The details of other receivables as of December 31, 2023 and 2024, are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Current
Short-term loans	￦	223,011			375,244
Other accounts receivable		1,433,423			1,671,039
Accrued income		237,154			293,985
Deposits		125,854			80,007
Others		15,349			28,480
Lease receivables		23,948			18,224
Less: Allowance for doubtful accounts		(111,210	)		(205,656	)
	￦	1,947,529			2,261,323
Non-current
Long-term loans(*1)	￦	1,204,645			1,247,255
Other accounts receivable		186,492			192,736
Accrued income		184,739			189,565
Deposits		308,185			142,698
Lease receivables		78,994			76,680
Less: Allowance for doubtful accounts		(510,610	)		(542,605	)
	￦	1,452,445			1,306,329
(*1)	The <br>Company<br> recognized an allowance for doubtful accounts of <br>￦<br>288,315 million for all of the other receivables from FQM Australia Holdings Pty Ltd., an associate, due to low possibility of collecting these receivables during the year ended December 31, 2023<br>.
---	---
(b)	The details of lease receivables are as follows:
---	---
(in millions of Won)
---	---	---	---	---	---
Customer	Leased items	2023		2024
Pohang University of Science and Technology	Lease contract	￦	7,586		7,429
Korea Business Angels Association	Lease contract		2,339		2,162
HEUNG-A<br> SHIPPING CO., LTD., <br>HEUNG-A<br> LINE CO., LTD.	3 Container Ships, 4 Tankers		50,429		45,179
Executive Offshore, PT Wintermar, COHC, Myanma Port Authority	Helicopter, Ship, Jetty		42,588		40,134
		￦	102,942		94,904

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	As of December 31, 2023 and 2024, total and net lease investments in the leases are as follows:
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Less than 1 year	￦	24,965			19,051
1 year - 3 years		31,840			31,805
3 years - 5 years		20,820			9,848
Over 5 years		63,583			68,527
Undiscounted lease payments		141,208			129,231
Unrealized interest income		(38,266	)		(34,327	)
Present value of minimum lease payment	￦	102,942			94,904
8.	Other Financial Assets
---	---

Other financial assets as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Current
Derivative assets	￦	166,873	465,178
Debt securities		295,619	400,771
Deposit instruments(*1)		4,400,267	6,420,797
Short-term financial instruments(*1)		6,540,407	1,212,643
	￦	11,403,166	8,499,389
Non-current
Derivative assets	￦	134,269	497,698
Equity securities(*2)		1,793,531	1,171,544
Debt securities		87,778	115,601
Other securities(*2)		669,687	762,177
Deposit instruments(*1)		23,060	24,631
	￦	2,708,325	2,571,651
(*1)	As of December 31, 2023 and 2024, financial instruments amounting to <br>￦<br>101,888 million and <br>￦<br>98,116 million, respectively, are restricted in use for financial arrangements, pledge<br>s<br> and others.
---	---
(*2)	As of December 31, 2023 and 2024, <br>￦<br>181,167 million and <br>￦<br>182,862 million of equity and other securities, respectively, have been provided as collateral for borrowings, construction projects and others.
---	---

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

9.	Inventories
(a)	Inventories as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Finished goods	￦	2,615,009			2,741,236
Merchandise		1,049,467			1,166,464
Semi-finished goods		3,039,516			2,659,707
Raw materials		3,237,691			3,764,453
Fuel and materials		921,742			1,038,854
Construction inventories		988,463			236,492
Materials-in-transit		2,965,306			2,889,334
Others		87,802			118,391
		14,904,996			14,614,931
Less: Allowance for inventories valuation(* 1)		(347,577	)		(435,764	)
	￦	14,557,419			14,179,167
(*1)	For the years ended December 31, 2022, 2023 and 2024, allowance for inventories valuation increased by <br>￦<br>161,929 <br>million,<br>￦<br>52,348 million and <br>￦<br>77,832 million, respectively.
---	---
(b)	The allowance for inventories valuation by item as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023		2024
---	---	---	---	---
Finished goods	￦	119,325		187,902
Merchandise		14,499		14,288
Semi-finished goods		67,842		103,751
Raw materials		128,812		113,413
Fuel and materials		6,694		6,060
Construction inventories		8,801		6,420
Others		1,604		3,930
	￦	347,577		435,764

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

10.	Assets Held for Sale

Details of assets held for sale as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Asset
Trade accounts and notes receivable and other receivables	￦	728	—
Inventories		39,054	—
Other financial assets		119,881	604,439
Property, plant and equipment		149,612	4,319
Intangible assets		97,372	—
Others		298	—
	￦	406,945	608,758
Liability
Other payables	￦	22,180	—
Provisions		119,710	—
	￦	141,890	—

(*1)	During the year ended December 31, 2024, the Company determined to sell Nippon Steel Corporation and classified the equity security as assets held for sale.
(*2)	POSCO International Corporation has classified its entire stake in AES Mong Duong Power Company Limited and Mong Duong Finance Holdings B.V. as assets held for sale, as it is expected that these shares will be recovered through a sale transaction. The amount has been measured at the lower of the net fair value, which is the fair value less costs to sell, and the carrying amount.
---	---
11.	Investments in Associates and Joint ventures
---	---
(a)	Investments in associates and joint ventures as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023		2024
---	---	---	---	---
Investments in associates	￦	2,103,594		1,632,386
Investments in joint ventures		2,916,670		3,106,407
	￦	5,020,264		4,738,793

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b) Details of investments in associates as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	Number<br><br><br>of shares			Acquisition<br><br><br>cost		Book value
Company			2023				2024
[Domestic]
Samcheok Blue Power Co.,Ltd.(*1)		4,507,138	34.00	￦	455,584	￦	323,521	392,269
Chun-cheon Energy Co., Ltd(*1)		17,308,143	49.10		86,541		15,040	14,054
Pocheon-Hwado Highway Corp.(*1)		7,109,230	27.89		35,546		23,998	14,834
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		944,920	29.53		4,725		13,967	12,401
PCC Amberstone Private Equity Fund 1(*2)		5,771,057,320	8.80		5,771		8,904	6,181
Others(*1)							142,662	122,688
							528,092	562,427
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		135,219,000	25.04		111,039		287,282	279,349
AES Mong Duong Power Company Limited(*1)		—	30.00		164,303		230,699	—
9404-5515 Quebec Inc.		284,463,243	25.85		328,509		346,724	426,276
AMCI (WA) PTY LTD		49	49.00		209,664		60,225	68,478
NCR LLC		—	22.05		247,077		253,121	—
KOREA LNG LTD.		2,400	20.00		135,205		58,759	25,622
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		648,530,000	40.00		120,072		105,300	—
PT. Wampu Electric Power(*1)		8,708,400	20.00		10,054		15,632	17,680
POS-SeAH Steel Wire(Nantong) Co., Ltd.		50	25.00		4,723		8,642	10,713
Others(*1)							209,118	241,841
							1,575,502	1,069,959
						￦	2,103,594	1,632,386
(*1)	As of December 31, 2023 and 2024, investments in associates amounting to <br>￦<br>678,876 million and <br>￦<br>452,614 million, respectively, are provided as collateral in relation to the associates’ borrowings.
---	---
(*2)	As of December 31, 2024, the entity is classified as an associate since the Company has significant influence over the investee although the Company’s percentage of ownership is less than 20%, considering the structure of the entity’s Board of Directors and others.
---	---

F- 60

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Details of investments in joint ventures as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	Number<br><br><br>of shares		Ownership<br><br><br>(%)		Acquisition<br><br><br>cost		Book value
---	---	---	---	---	---	---	---	---	---
Company				2023				2024
[Domestic]
POSCO MC MATERIALS		11,568,000		60.00	￦	115,680	￦	155,748	153,839
SNNC(*1)		18,130,000		49.00		90,650		100,692	38,046
Others								8,323	10,042
								264,763	201,927
[Foreign]
Roy Hill Holdings Pty Ltd(*1)		13,117,972		12.50		1,528,672		1,400,009	1,397,824
POSCO-NPS<br> Niobium LLC		325,050,000		50.00		364,609		419,192	477,898
KOBRASCO		2,010,719,185		50.00		32,950		99,768	119,820
Nickel Mining Company SAS(*1)		3,234,698		49.00		157,585		87,967	—
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		—		25.00		61,961		111,001	126,906
DMSA/AMSA(*1)		—		3.89		346,880		16,572	—
PT NICOLE METAL INDUSTRY(*2)		137,488,235		49.00		540,604		284,351	578,604
HBIS-POSCO Automotive Steel Co., Ltd		—		50.00		235,251		208,765	179,841
Others								24,282	23,587
								2,651,907	2,904,480
							￦	2,916,670	3,106,407
(*1)	As of December 31, 2023 and 2024, the investments in joint ventures are provided as collateral in relation to the joint ventures’ borrowings.
---	---
(*2)	During the year ended December 31, 2024, the <br>Company<br> acquired <br>￦<br>247,824 million of additional investment in joint ventures by participating in PT NICOLE METAL INDUSTRY’s capital increase.
---	---

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(d)	Changes in investments in associates and joint ventures for the years ended December 31, 2023 and 2024 are as follows:
1)	For the year ended December 31, 2023
---	---
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Company	December 31,<br>2022<br>Book value		Acquisition		Dividends			Share of<br>profits<br>(losses)			Other<br>increase<br>(decrease)(*1)			December 31,<br>2023<br>Book value
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	352,500		—		(10,020	)		(18,802	)		(157	)		323,521
SNNC		182,414		—		—			(81,803	)		81			100,692
QSONE Co.,Ltd.(*2)		86,378		—		—			245			(86,623	)		—
Chun-cheon Energy Co., Ltd		9,513		—		—			4,990			537			15,040
Pocheon-Hwado Highway Corp.		27,165		636		—			(3,803	)		—			23,998
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		14,605		—		—			(638	)		—			13,967
DaeSung SnM Co., Ltd		20,469		—		—			75			(248	)		20,296
PCC Amberstone Private Equity Fund 1		9,326		—		(622	)		562			(362	)		8,904
POSCO MC MATERIALS		161,465		—		(9,000	)		3,176			107			155,748
Others		160,553		16,439		(4,292	)		1,966			(43,977	)		130,689
		1,024,388		17,075		(23,934	)		(94,032	)		(130,642	)		792,855
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		290,318		—		(59,295	)		50,340			5,919			287,282
AES Mong Duong Power Company Limited		209,594		—		(33,839	)		38,782			16,162			230,699
9404-5515 Quebec Inc.		331,261		—		(14,251	)		16,494			13,220			346,724
FQM Australia Holdings Pty Ltd		98,103		—		—			(111,783	)		13,680			—
Eureka Moly LLC		14,574		—		—			(15,020	)		446			—
AMCI (WA) PTY LTD		57,830		—		—			(503	)		2,898			60,225
NCR LLC		187,372		65,542		—			(6,999	)		7,206			253,121
KOREA LNG LTD.		29,124		—		(21,106	)		21,060			29,681			58,759
Nickel Mining Company SAS		90,636		—		—			(8,358	)		5,689			87,967
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		98,933		15,640		—			(8,435	)		(838	)		105,300
PT. Wampu Electric Power		16,659		—		(1,624	)		1,890			(1,293	)		15,632
POS-SeAH Steel Wire(Nantong) Co., Ltd.		8,590		—		—			98			(46	)		8,642
Roy Hill Holdings Pty Ltd		1,418,022		—		(367,445	)		292,478			56,954			1,400,009
POSCO-NPS<br> Niobium LLC		412,002		—		(35,543	)		35,148			7,585			419,192
KOBRASCO		103,044		—		(36,471	)		21,795			11,400			99,768
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		111,219		—		(12,386	)		12,669			(501	)		111,001
DMSA/AMSA		23,740		—		—			(7,681	)		513			16,572
PT NICOLE METAL INDUSTRY		—		292,780		—			39			(8,468	)		284,351
HBIS-POSCO Automotive Steel Co., Ltd		216,138		—		—			(6,765	)		(608	)		208,765
Others		255,004		—		(52,444	)		38,461			(7,621	)		233,400
		3,972,163		373,962		(634,404	)		363,710			151,978			4,227,409
	￦	4,996,551		391,037		(658,338	)		269,678			21,336			5,020,264
(*1)	Other increase (decrease) represents the changes in investments in associates and joint ventures due to disposals and change in capital adjustments effect from translations of financial statements of foreign investees and others during the year ended December 31, 2023.
---	---
(*2)	During the year ended December 31, 2023, the <br>Company<br> acquired additional 50% of the shares from external shareholders of QSONE Co., Ltd., which was previously classified as an investment in an associate. As a result, the Company gained control of the company and consolidated it.
---	---

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	For the year ended December 31, 2024
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Company	December 31,<br>2023<br>Book value		Acquisition		Dividends			Share of<br>profits<br>(losses)			Other<br>increase<br>(decrease)(*1)			December 31,<br>2024<br>Book value
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	323,521		25,680		(10,993	)		54,140			(79	)		392,269
SNNC		100,692		—		—			(61,898	)		(748	)		38,046
Chun-cheon Energy Co., Ltd		15,040		—		—			1,807			(2,793	)		14,054
Pocheon-Hwado Highway Corp.		23,998		—		—			(9,164	)		—			14,834
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		13,967		—		—			(384	)		(1,182	)		12,401
PCC Amberstone Private Equity Fund 1		8,904		175		(490	)		(484	)		(1,924	)		6,181
POSCO MC MATERIALS		155,748		—		(1,800	)		403			(512	)		153,839
Others		150,985		12,362		(4,999	)		(6,802	)		(18,816	)		132,730
		792,855		38,217		(18,282	)		(22,382	)		(26,054	)		764,354
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		287,282		—		(64,208	)		45,923			10,352			279,349
AES Mong Duong Power Company Limited(*2)		230,699		—		(34,821	)		(82,075	)		(113,803	)		—
9404-5515 Quebec Inc.		346,724		—		(17,764	)		35,241			62,075			426,276
AMCI (WA) PTY LTD		60,225		—		—			(5,127	)		13,380			68,478
NCR LLC		253,121		4,275		—			(266,425	)		9,029			—
KOREA LNG LTD.		58,759		—		(17,829	)		17,714			(33,022	)		25,622
Nickel Mining Company SAS		87,967		—		—			(94,353	)		6,386			—
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		105,300		—		—			(117,143	)		11,843			—
PT. Wampu Electric Power		15,632		—		(1,764	)		1,238			2,574			17,680
POS-SeAH Steel Wire(Nantong) Co., Ltd.		8,642		—		—			573			1,498			10,713
Roy Hill Holdings Pty Ltd		1,400,009		—		(284,541	)		203,130			79,226			1,397,824
POSCO-NPS<br> Niobium LLC		419,192		—		(29,225	)		29,336			58,595			477,898
KOBRASCO		99,768		—		(5,761	)		37,914			(12,101	)		119,820
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		111,001		—		(10,772	)		14,207			12,470			126,906
DMSA/AMSA		16,572		—		—			(17,299	)		727			—
PT NICOLE METAL INDUSTRY		284,351		247,824		—			(315	)		46,744			578,604
HBIS-POSCO Automotive Steel Co., Ltd		208,765		—		—			(49,480	)		20,556			179,841
Others		233,400		7,860		(26,222	)		12,865			37,525			265,428
		4,227,409		259,959		(492,907	)		(234,076	)		214,054			3,974,439
	￦	5,020,264		298,176		(511,189	)		(256,458	)		188,000			4,738,793
(*1)	Other increase (decrease) represents the changes in investments in associates and joint ventures due to disposals and change in capital adjustments effect from translations of financial statements of foreign investees and others for the year ended December 31, 2024.
---	---
(*2)	During the year ended December 31, 2024, the Company determined to sell AES Mong Duong Power Company Limited and classified it as assets held for sale.
---	---

F-6 3

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(e)	Summarized financial information of associates and joint ventures as of and for the years ended December 31, 2023 and 2024 are as follows:
1)	As of and for the year ended December 31, 2023
---	---
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---	---
Company	Assets		Liabilities		Equity<br>(deficit)			Sales		Net income<br>(loss)
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	4,228,568		3,669,074		559,494			14,002		(28,880	)
SNNC		612,992		388,715		224,277			766,011		(168,553	)
Chun-cheon Energy Co., Ltd		571,495		453,390		118,105			502,879		10,453
Pocheon-Hwado Highway Corp.		583,935		462,900		121,035			—		(1,824	)
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		19,995		2,998		16,997			5,595		(2,160	)
DaeSung SnM Co., Ltd		178,251		93,930		84,321			108,660		430
PCC Amberstone Private Equity Fund 1		105,145		3,923		101,222			12,134		6,391
POSCO MC MATERIALS		431,090		170,518		260,572			194,238		2,998
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		1,758,765		611,484		1,147,281			434,358		201,031
AES Mong Duong Power Company Limited		1,612,793		889,424		723,369			449,807		129,274
9404-5515 Quebec Inc.		1,430,295		—		1,430,295			—		63,809
FQM Australia Holdings Pty Ltd		180,931		1,219,922		(1,038,991	)		453,626		(1,480,586	)
KOREA LNG LTD.		94,661		136		94,525			108,081		105,300
Nickel Mining Company SAS		520,209		272,567		247,642			296,130		(26,786	)
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		297,683		33,927		263,756			34,372		(21,081	)
PT. Wampu Electric Power		206,942		131,822		75,120			20,166		9,452
POS-SeAH Steel Wire(Nantong) Co., Ltd.		82,568		48,727		33,841			117,208		522
Roy Hill Holdings Pty Ltd		10,929,518		3,007,919		7,921,599			8,146,546		2,826,424
POSCO-NPS<br> Niobium LLC		838,180		—		838,180			—		64,687
KOBRASCO		224,406		25,475		198,931			63,338		43,591
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		659,704		242,566		417,138			1,647,395		50,675
DMSA/AMSA		3,058,209		2,632,239		425,970			1,106,369		(197,482	)
HBIS-POSCO Automotive Steel Co., Ltd		826,886		398,751		428,135			340,341		(12,584	)
PT NICOLE METAL INDUSTRY		389,077		2,237		386,840			—		79

F-6 4

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	As of and for the year December 31, 2024
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---	---
Company	Assets		Liabilities		Equity<br>(deficit)			Sales		Net income<br>(loss)
[Domestic]
Samcheok Blue Power Co.,Ltd.	￦	4,770,385		4,013,505		756,880			596,497		177,922
SNNC		656,049		560,530		95,519			690,103		(127,233	)
Chun-cheon Energy Co., Ltd		540,333		417,139		123,194			430,679		5,089
Pocheon-Hwado Highway Corp.		690,646		599,199		91,447			21,920		(29,582	)
CHUNGJU ENTERPRISE CITY DEVELOPMENT Co.,Ltd		14,663		2,968		11,695			—		(1,302	)
PCC Amberstone Private Equity Fund 1		72,722		2,455		70,267			7		(5,508	)
POSCO MC MATERIALS		385,270		127,335		257,935			226,376		1,217
[Foreign]
South-East Asia Gas Pipeline Company Ltd.		1,634,345		518,743		1,115,602			409,790		183,392
AES Mong Duong Power Company Limited		1,758,256		922,268		835,988			460,672		118,071
9404-5515 Quebec Inc.		1,704,653		—		1,704,653			—		136,320
FQM Australia Holdings Pty Ltd		61,735		1,521,991		(1,460,256	)		102,869		(396,146	)
KOREA LNG LTD.		128,215		102		128,113			90,578		88,572
Nickel Mining Company SAS		519,560		282,321		237,239			237,102		(27,170	)
ZHEJIANG HUAYOU-POSCO ESM CO., LTD		325,284		39,058		286,226			82,254		(7,139	)
PT. Wampu Electric Power		209,725		124,359		85,366			19,133		6,191
POS-SeAH Steel Wire(Nantong) Co., Ltd.		98,919		58,972		39,947			139,499		2,145
Roy Hill Holdings Pty Ltd		10,460,434		2,356,265		8,104,169			7,179,077		2,038,555
POSCO-NPS<br> Niobium LLC		955,592		—		955,592			—		57,722
KOBRASCO		282,087		43,052		239,035			118,408		74,690
BX STEEL POSCO Cold Rolled Sheet Co., Ltd.		1,180,532		699,775		480,757			1,595,656		56,830
DMSA/AMSA		3,364,786		3,468,220		(103,434	)		694,120		(571,215	)
HBIS-POSCO Automotive Steel Co., Ltd		1,024,831		645,671		379,160			518,808		(90,757	)
PT NICOLE METAL INDUSTRY		818,168		25,039		793,129			—		(644	)
(f)	Changes in accumulated losses of equity-accounted investees that were not recognized since the Company discontinued the use of the equity method during the year ended December 31, 2024 were as follows:
---	---
(in millions of Won)
---	---	---	---	---	---	---	---
Company	Beginning<br>balance		Increase<br>(decrease)			Ending<br>balance
New Songdo International City Development, LLC	￦	116,715		(4,410	)		112,305
UITrans LRT Co., Ltd.		46,455		2,041			48,496
FQM Australia Holdings Pty Ltd		252,727		102,470			355,197
Others		57,281		4,452			61,733
	￦	473,178		104,553			577,731

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

12.	Joint Operations

Details of significant joint operations that the Company is participating in as a party to a joint arrangement as of December 31, 2024 are as follows:

Joint operations	Operation		Location
Myanmar <br>A-1/A-3<br> mine	Mine development and gas production	51.00	Myanmar
Offshore <br>M<br>idstream	Gas transportation facility	51.00	Myanmar
Mt. Thorley J/V	Mine development	20.00	Australia
POSMAC J/V	Mine development	20.00	Australia
13.	Investment Property
---	---

(a) Investment property as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023							2024
	Acquisition cost		Accumulated<br>depreciation and<br>impairment loss			Book value		Acquisition cost		Accumulated<br>depreciation and<br>impairment loss			Book value
Land	￦	804,022		(16,718	)		787,304		876,549		(10,099	)		866,450
Buildings		905,649		(249,863	)		655,786		1,173,721		(230,870	)		942,851
Structures		3,384		(1,511	)		1,873		3,342		(1,587	)		1,755
Right of use assets		208,036		(36,705	)		171,331		188,397		(43,557	)		144,840
	￦	1,921,091		(304,797	)		1,616,294		2,242,009		(286,113	)		1,955,896

The fair value of major investment properties is determined based on the assumptions and data used in the valuation by an independent appraiser with recognized professional qualifications, and the fair value of the investment properties as of December 31, 2024 is

W 2,817,584 million.

(b)	Changes in the carrying amount of investment property for the years ended December 31, 2023 and 2024 are as follows:
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Beginning		Acquisitions		Business<br>Combination(*1)		Disposals			Depreciation			Others(*2)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	308,523		54,891		473,301		(60	)		—			(49,351	)		787,304
Buildings		593,505		1,006		83,739		(303	)		(28,902	)		6,741			655,786
Structures		1,356		—		—		—			(1,049	)		1,566			1,873
Right of use assets		170,647		216		—		(78	)		(5,635	)		6,181			171,331
	￦	1,074,031		56,113		557,040		(441	)		(35,586	)		(34,863	)		1,616,294
(*1)	Represents increases in investment property due to business combination upon incorporation of QSONE Co., Ltd. into a subsidiary during the year ended December 31, 2023.
---	---
(*2)	Includes reclassification resulting from changing purpose of use, adjusted foreign currency translation difference and others.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	For the year ended December 31, 2024
(in millions of Won)	Beginning		Acquisitions		Business<br>Combination(*1)		Disposals			Depreciation			Impairment<br>loss			Others(*2)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	787,304		3,755		59,766		(47,137	)		—			(215	)		62,977			866,450
Buildings		655,786		1,782		355,155		(34,419	)		(34,179	)		(9,776	)		8,502			942,851
Structures		1,873		—		—		—			(911	)		—			793			1,755
Right of use assets		171,331		—		—		(107	)		(6,547	)		—			(19,837	)		144,840
	￦	1,616,294		5,537		414,921		(81,663	)		(41,637	)		(9,991	)		52,435			1,955,896
(*1)	During the year ended December 31, 2024, RNR Logistics and others were included as subsidiaries, and the Company has included the effect of the increase in investment properties in the business combination.
---	---
(*2)	Includes reclassification resulting from changing purpose of use, adjustment of foreign currency translation difference and others.
---	---
14.	Property, Plant and Equipment
---	---
(a)	Property, plant and equipment as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023										2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Acquisition<br>cost		Accumulated<br>depreciation<br>and<br>impairment<br>loss			Government<br>grants			Book value		Acquisition<br>cost		Accumulated<br>depreciation<br>and<br>impairment<br>loss			Government<br>grants			Book value
Land	￦	3,295,768		(5,524	)		—			3,290,244		3,353,019		(12,144	)		(5,000	)		3,335,875
Buildings		10,671,833		(6,237,883	)		(6,318	)		4,427,632		12,097,246		(6,808,735	)		(7,543	)		5,280,968
Structures		7,159,034		(4,077,472	)		(38	)		3,081,524		8,292,323		(4,431,766	)		(34	)		3,860,523
Machinery and equipment		54,184,134		(37,630,472	)		(14,470	)		16,539,192		58,845,673		(40,516,816	)		(17,179	)		18,311,678
Vehicles		383,891		(302,246	)		(2,050	)		79,595		433,218		(340,993	)		(2,250	)		89,975
Tools		557,394		(428,215	)		(314	)		128,865		609,799		(474,877	)		(421	)		134,501
Furniture and fixtures		840,366		(650,424	)		(55	)		189,887		911,525		(711,472	)		(20	)		200,033
Right of use assets		1,468,295		(469,990	)		—			998,305		1,589,388		(618,754	)		—			970,634
Bearer plants		186,723		(49,392	)		—			137,331		203,433		(63,982	)		—			139,451
Construction-in-<br><br>progress		6,421,533		(76,357	)		(11,503	)		6,333,673		7,744,779		(180,824	)		(40,765	)		7,523,190
	￦	85,168,971		(49,927,975	)		(34,748	)		35,206,248		94,080,403		(54,160,363	)		(73,212	)		39,846,828

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Changes in the carrying amount of property, plant and equipment for the years ended December 31, 2023 and 2024 were as follows:
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Beginning		Acquisitions		Business<br>Combination(*2)		Disposals			Depreciation			Impairment<br>loss(*3,4)			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	3,103,165		83,489		32,565		(7,502	)		—			(5,471	)		83,998			3,290,244
Buildings		4,174,894		53,344		5,770		(14,619	)		(326,280	)		(28,614	)		563,137			4,427,632
Structures		3,162,927		16,498		3,651		(6,915	)		(261,970	)		(28,483	)		195,816			3,081,524
Machinery and equipment		16,422,830		211,181		—		(63,195	)		(2,401,947	)		(202,885	)		2,573,208			16,539,192
Vehicles		52,131		34,004		—		(782	)		(26,322	)		—			20,564			79,595
Tools		90,961		40,170		—		(607	)		(52,444	)		(77	)		50,862			128,865
Furniture and fixtures		173,345		36,975		655		(1,516	)		(61,947	)		(63	)		42,438			189,887
Right of use assets		921,198		243,433		—		(15,095	)		(170,386	)		—			19,155			998,305
Bearer plants		141,720		—		—		—			(9,579	)		—			5,190			137,331
Construction-in-progress		3,538,025		6,388,837		—		(2,269	)		—			(8,420	)		(3,582,500	)		6,333,673
	￦	31,781,196		7,107,931		42,641		(112,500)			(3,310,875	)		(274,013	)		(28,132	)		35,206,248
(*1)	Represents assets transferred from <br>construction-in-progress<br> to intangible assets and other property, plant and equipment, reclassifications resulting from change in purpose of use, adjustments of foreign currency translation differences and others.
---	---
(*2)	Represents increases in property, plant and equipment upon reclassification of QSONE Co., Ltd., which was previously an associate, into a subsidiary by acquiring additional shares during the year ended December 31, 2023.
---	---
(*3)	The <br>Company<br> estimated the recoverable amount after calculating the net fair value of individual assets whose operation was suspended due to operation plan change, such as lithium production facilities in Gwangyang and Argentina, and recognized an impairment loss of <br>￦<br>196,207 million on property, plant and equipment whose recoverable amount was less the book value.
---	---

(*4)	The <br>Company<br> estimated the recoverable amount after calculating the value in use of the hydrogen peroxide manufacturing facility in Gwangyang, which had impairment indications due to changes in raw material prices and changes in production plans during the year ended December 31, 2023, and recognized an impairment loss of <br>￦<br>46,535 million on property, plant and equipment whose recoverable amounts was less than the book value.
2)	For the year ended December 31, 2024
---	---
(in millions of Won)	Beginning		Acquisitions		Disposals			Depreciation			Impairment<br><br><br>loss(*2,3)			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	3,290,244		20,523		(6,061	)		—			(6,620	)		37,789			3,335,875
Buildings		4,427,632		14,002		(11,137	)		(346,334	)		(67,797	)		1,264,602			5,280,968
Structures		3,081,524		11,663		(4,497	)		(306,017	)		(15,328	)		1,093,178			3,860,523
Machinery and equipment		16,539,192		179,457		(47,511	)		(2,484,915	)		(385,367	)		4,510,822			18,311,678
Vehicles		79,595		17,353		(1,487	)		(39,263	)		(56	)		33,833			89,975
Tools		128,865		28,731		(673	)		(54,966	)		(1,573	)		34,117			134,501
Furniture and fixtures		189,887		27,966		(2,380	)		(70,561	)		(3,260	)		58,381			200,033
Right of use assets		998,305		132,219		(18,706	)		(177,475	)		(1,994	)		38,285			970,634
Bearer plants		137,331		—		(27	)		(9,602	)		—			11,749			139,451
Construction-in-progress		6,333,673		7,634,826		(3,482	)		—			(128,119	)		(6,313,708	)		7,523,190
	￦	35,206,248		8,066,740		(95,961)			(3,489,133	)		(610,114	)		769,048			39,846,828
(*1)	Represents assets transferred from <br>construction-in-progress<br> to intangible assets and other property, plant and equipment, reclassifications resulting from change in purpose of use, adjustments of foreign currency translation differences and others.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(*2)	The <br>Company<br> calculated the net fair value of individual assets, such as steelmaking plant no. 1 and blast furnace no. 4 in Pohang, whose operation was suspended due to operation plan changes, to estimate recoverable amount and recognized an impairment loss of <br>￦<br>227,239 million for property, plant and equipment during the year ended December 31, 2024.
(*3)	The <br>Company<br> identified certain portion of the anode/cathode material assets that were in long-term idle status or expected to fall short of the anticipated economic performance during the year ended December 31, 2024. The <br>Company<br> calculated the net fair value of such individual assets to estimate the recoverable amount and recognized an impairment loss of <br>￦<br>307,911 million for assets that the recoverable amounts are less than their carrying amounts.
---	---
(c)	Borrowing costs capitalized and the capitalized interest rate for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2022		2023		2024
---	---	---	---	---	---	---
Weighted average expenditure	￦	1,657,425		3,585,047		4,016,832
Borrowing costs capitalized		44,264		126,260		193,093
Capitalization rate (%)		2.39 ~ 3.85		1.53 ~ 6.91		0.70 ~ 5.78

(d)	Property, plant and equipment and investment property pledged as collateral as of December 31, 2023 and 2024 are as follows:
(in millions of Won)		Book value
---	---	---	---	---	---
	Collateral right holder	2023		2024
Land	Korean Development Bank and others	￦	1,100,811		846,211
Buildings and structures	Korean Development Bank and others		1,410,864		1,303,216
Machinery and equipment	Korean Development Bank and others		2,014,210		1,828,174
Other property, plant and equipment	Korean Development Bank and others		—		34,614
		￦	4,525,885		4,012,215

As of December 31, 2024, assets pledged as collateral related to the Company’s borrowings and others amounting to

￦ 4,539,338 million include investment properties and other assets such as right to use land.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(e)	Changes in the carrying amount of right of use assets presented as investment property and property, plant and equipment for the years ended December 31, 2023 and 2024 were as follows:
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Beginning		Acquisitions		Depreciation			Others			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	368,167		10,470		(15,582	)		734			363,789
Buildings and structures		163,648		49,929		(52,697	)		(9,514	)		151,366
Machinery and equipment		319,021		73,761		(55,481	)		18,303			355,604
Vehicles		18,652		38,410		(16,456	)		7,622			48,228
Ships		215,496		28,178		(22,920	)		—			220,754
O<br>thers		6,862		42,901		(12,885	)		(6,983	)		29,895
	￦	1,091,846		243,649		(176,021	)		10,162			1,169,636
2)	For the year ended December 31, 2024
---	---
(in millions of Won)	Beginning		Acquisitions		Depreciation			Impairment<br><br><br>loss			Others			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Land	￦	363,789		1,542		(17,501	)		(1,994	)		3,082			348,918
Buildings and structures		151,366		58,116		(54,092	)		—			(643	)		154,747
Machinery and equipment		355,604		37,204		(47,797	)		—			1,631			346,642
Vehicles		48,228		12,501		(20,291	)		—			4,633			45,071
Ships		220,754		—		(24,684	)		—			—			196,070
O<br>thers		29,895		22,856		(19,657	)		—			(9,068	)		24,026
	￦	1,169,636		132,219		(184,022	)		(1,994	)		(365	)		1,115,474

(f)	The amount recognized in profit or loss related to leases for the years ended December 31, 2022, 2023 and 2024 were as follows:
(in millions of Won)	2022		2023		2024
---	---	---	---	---	---	---
Interest on lease liabilities	￦	34,936		41,109		48,887
Expenses related to short-term leases		29,931		52,486		53,944
Expenses related to leases of <br>low-value<br> assets		17,877		20,103		25,968
	￦	82,744		113,698		128,799

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

15.	Goodwill and Other Intangible Assets
(a)	Goodwill and other intangible assets as of December 31, 2023 and 2024 are as follows:
---	---
	2023										2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Acquisition<br><br><br>cost		Accumulated<br><br><br>amortization<br><br><br>and<br><br><br>impairment<br><br><br>loss			Government<br><br><br>grants			Book value		Acquisition<br><br><br>cost		Accumulated<br><br><br>amortization<br><br><br>and<br><br><br>impairment<br><br><br>loss			Government<br><br><br>grants			Book value
Goodwi<br>l<br>l	￦	1,720,753		(1,317,581	)		—			403,172		1,722,390		(1,364,539	)		—			357,851
Intellectual property rights		5,167,677		(2,138,026	)		—			3,029,651		5,670,769		(2,423,252	)		—			3,247,517
Membership		141,306		(3,122	)		—			138,184		137,619		(1,511	)		—			136,108
Development expense		758,878		(631,974	)		(86	)		126,818		742,816		(647,701	)		(74	)		95,041
Port facilities usage rights		681,530		(499,119	)		—			182,411		681,530		(513,534	)		—			167,996
Exploration and evaluation assets		324,324		(160,878	)		—			163,446		276,599		(161,290	)		—			115,309
Development assets		10,235		—			—			10,235		86,792		(81	)		—			86,711
Customer relationships		865,753		(668,858	)		—			196,895		859,035		(713,336	)		—			145,699
Other intangible assets		1,260,067		(796,052	)		(43	)		463,972		1,240,979		(818,341	)		(46	)		422,592
	￦	10,930,523		(6,215,610	)		(129	)		4,714,784		11,418,529		(6,643,585	)		(120	)		4,774,824
(b)	The changes in carrying amount of goodwill and other intangible assets for the years ended December 31, 2023 and 2024 are as follows:
---	---
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Beginning		Acquisitions		Disposals			Amortization			Impairment<br><br><br>loss(*3)			Others(*2)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Goodwill	￦	442,487		—		—			—			(36,093	)		(3,222	)		403,172
Intellectual property rights		3,136,072		208,874		(5	)		(321,752	)		(89,986	)		96,448			3,029,651
Membership(*1)		132,942		7,360		(1,920	)		(170	)		11			(39	)		138,184
Development expense		116,171		13,130		(97	)		(73,319	)		—			70,933			126,818
Port facilities usage rights		197,211		—		—			(14,800	)		—			—			182,411
Exploratation and evaluation assets		100,991		67,000		—			—			(1,204	)		(3,341	)		163,446
Development assets		78,970		27,831		—			—			—			(96,566	)		10,235
Customer relationships		241,311		—		—			(44,478	)		—			62			196,895
Other intangible assets		392,296		139,100		(625	)		(43,674	)		(2,055	)		(21,070	)		463,972
	￦	4,838,451		463,295		(2,647)			(498,193)			(129,327)			43,205			4,714,784
(*1)	Estimated useful life of membership is indefinite.
---	---
(*2)	Represents assets transferred from <br>construction-in-progress<br> to intangible assets and assets transferred from property, plant and equipment, adjustments of foreign currency translation difference and others.
---	---
(*3)	During the year ended December 31, 2023, POSCO Canada Ltd., a subsidiary, decided to make an investment in kind by investing Greenhills Mine, which had been recognized as a joint
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

operation, to a new partnership established by Teck Coal Partnership, the main operator. POSCO Canada Ltd. estimated the recoverable amount considering the fair value and acquired shares of the new partnership, and recognized an impairment loss of <br>￦<br>88,518 million since recoverable amounts are less than their carrying amounts.
2)	For the year ended December 31, 2024
---	---
(in millions of Won)	Beginning		Acquisitions		Business<br>Combination		Disposals			Amortization			Impairment<br>loss			Others(*2)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Goodwill	￦	403,172		—		282		—			—			(46,958	)		1,355			357,851
Intellectual property rights		3,029,651		353,175		—		(240	)		(272,730	)		—			137,661			3,247,517
Membership(*1)		138,184		1,716		—		(4,179	)		(180	)		29			538			136,108
Development expense		126,818		15,913		—		(22	)		(63,684	)		(692	)		16,708			95,041
Port facilities usage rights		182,411		—		—		—			(14,415	)		—			—			167,996
Exploratation and evaluation assets		163,446		21,024		—		—			—			—			(69,161	)		115,309
Development assets		10,235		543		—		—			(76	)		—			76,009			86,711
Customer relationships		196,895		—		—		—			(44,478	)		—			(6,718	)		145,699
Other intangible assets		463,972		118,563		—		(102,012	)		(58,126	)		(252	)		447			422,592
	￦	4,714,784		510,934		282		(106,453	)		(453,689	)		(47,873	)		156,839			4,774,824

(*1)	Estimated useful life of membership is indefinite.
(*2)	Represents assets transferred from <br>construction-in-progress<br> to intangible asset and assets transferred from property, plant and equipment, adjustments of foreign currency translation difference and others.
---	---
(c)	The Company’s cash generating units (CGUs) and carrying amounts of goodwill allocated to CGUs as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)		Total number<br><br><br>of CGUs
---	---	---	---	---	---	---	---	---	---	---
Reportable segments		2023		2024		CGUs	2023		2024
Steel			10		9	POSCO VST CO., LTD.	￦	36,955		—
						POSCO Center Beijing		173		192
						Others		13,806		13,748
Infrastructure	Trading		5		5	POSCO INTERNATIONAL Corporation — Global Business Division(*1)		240,092		240,092
						POSCO INTERNATIONAL Corporation — Energy Division		26,471		26,471
						Others		7,513		8,205
	Construction		1		1	POSCO WIDE Co., Ltd		32,585		32,585
	Logistics and others		2		2	Shinan Green Energy Co., Ltd.		9,722		108
Secondary Battery Materials			3		3	POSCO FUTURE M CO., LTD		8,800		8,800
						Posco Silicon Solution Co., Ltd		26,947		27,542
						Zhangjiagang Pohang Refractions Co., Ltd.		108		108
			21		20		￦	403,172		357,851
(*1)	The recoverable amount of POSCO INTERNATIONAL Corporation – Global Business Division, a subsidiary in the Infrastructure – trading segment, is determined based on its value in use
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

by an independent external valuer. As of December 31, 2024, the value in use is estimated by applying an 7.37% (2023: 7.73%) post-tax discount rate to the future cash flows estimated based on management’s 5-year business plan and terminal growth rate of 1.0% (2023: 1.0%) thereafter. The terminal growth rate does not exceed long-term growth rate of its industry. No impairment loss on goodwill was recognized for the year ended December 31, 2024 as the recoverable amount exceeded the carrying amount of the CGU.

The value in use of the CGU is sensitive to key assumptions such as discount rate, terminal growth and estimated revenue used in discount cash flow model. If the discount rate increases by 1%, the value in use would have decreased by ￦ 884,800 million or 10.88%. If the terminal growth rate decreases by 1%, the value in use would have decreased by ￦ 273,800 million or 3.36%.

The Company believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceed the recoverable amount of the CGU.

16.	Other Assets

Other current assets and other non-current assets as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Current
Advance payments	￦	593,300	509,922
Prepaid expenses		226,960	259,145
Firm commitment asset		3,418	2,489
Others		17,306	15,387
	￦	840,984	786,943
Non-current
Long-term advance payments	￦	46,989	33,308
Long-term prepaid expenses		30,232	20,689
Others		95,974	79,687
	￦	173,195	133,684

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

17.	Borrowings
(a)	Short-term borrowings and current portion of long-term borrowings as of December 31, 202<br>3<br> and 202<br>4<br> are as follows:
---	---
(in millions of Won)	Bank	Issuance date	Maturity date	Interest<br><br><br>rate (%)		2023			2024
---	---	---	---	---	---	---	---	---	---	---	---
Short-term borrowings
Bank overdrafts	JP Morgan and others	May 2024~<br> <br>December 2024	January 2025~<br> <br>December 2025		3.65~7.50	￦	69,160			85,892
Short-term borrowings	HSBC and others	January 2024~<br> <br>December 2024	January 2025~<br> <br>December 2025		0.40~62.00		4,890,120			5,647,199
							4,959,280			5,733,091
Current portion of long-term liabilities
Current portion of long-term borrowings	Export-Import Bank of Korea and others	September 2009~<br> <br>December 2024	January 2025~<br> <br>December 2025		0.19~6.69		990,088			1,323,002
Current portion of debentures	KB Securities co.,Ltd. and others	July 2015~<br> <br>November 2023	January 2025~<br> <br>December 2025		1.68~5.81		3,255,375			4,024,084
Less: Current portion of discount on debentures issued							(2,217	)		(3,483	)
Current portion of exchangable bonds(*1)	Foreign currency exchangable bonds	September 2021	September 2026				1,756,691			39,053
							5,999,937			5,382,656
						￦	10,959,217			11,115,747
(*1)	As of December 31, 2024, exchangeable bonds are classified as current liabilities because the bondholders’ put option for redemption has become exercisable within 12 months. The issuance conditions of the exchangeable bonds issued by the Company are as follows.
---	---
	Foreign currency exchangeable bonds
---	---
Type of bond	Exchang<br>e<br>able bonds
Aggregate principal amount(*1)	EUR 27,100,000
Interest rate	- Coupon rate : -
	- Yield to maturity : (0.78%)
Maturity date	September 1, 2026
Redemption	1) Redemption at <br>m<br>aturity : Outstanding bond principal, which is not repaid early or which call option is not ex<br>c<br>ercised on, is repaid at maturity as a lump sum<br> <br>2) Prepayment : The issuer has call option and the bondholders have put option
Exchange rate	100%
Exchange price(*2) (Won/share)	437,491
Underlying shares	Registered common shares(treasury shares)
Exchange period	From October 12, 2021 to August 22, 2026

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

Adjustments for exchange price	Adjusting the exchange price according to the terms and conditions of the bond in the events of reason for adjusting the exchange price such as, bonus issue, stock split, reverse stock split, change of share type, issuance of options or warranties to shareholders, share dividend, cash dividend, issuance of new shares under the market price.
Put option by bondholders	- In the event of a change of control of the controlling company
	- Where the shares issued by the controlling company are delisted (or suspended for more than 30 consecutive trading days)
Call option by the issuer	- Share price<br><br>(based on closing price) is higher than 130% of exchange price for more than 20 trading days during 30 consecutive trading days in a row, after 3 years (September 1, 2024) from the closing day to 30 business days before the maturity of bonds<br> <br>- When the outstanding balance of outstanding bonds is less than 10% of the total issuance (Clean-Up Call)<br> <br>- Where additional reasons for tax burden arise due to the amendment of relevant laws and regulations, etc
(*1)	Due to put option exercised by bondholders, EUR 1,038,800,000 was redeemed out of the total face value of <br>exchangeable<br> bonds of EUR 1,065,900,000 during the year ended December 31, 2024.
---	---
(*2)	The exchange price has changed due to cash dividends during the year ended December 31, 2024.
---	---

The Company has designated exchangeable bonds listed on the Singapore Stock Exchange as financial liabilities measured at fair value through profit or loss. The quoted transaction price is used in fair value measurement, and changes in fair value are recognized in profit or loss.

(b)	Long-term borrowings, excluding current portion as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	Bank	Issuance date	Maturity date	Interest<br><br><br>rate (%)		2023			2024
---	---	---	---	---	---	---	---	---	---	---	---
Long-term borrowings	Export-Import Bank of Korea and others	September 2001~ December 2024	January 2026~<br>March 2040		1.00~8.50	￦	4,590,541			4,868,703
Less: Present value discount							(9,414	)		(51,173	)
Debentures	KB Securities co.,Ltd. and others	July 2019~<br>October 2024	January 2026~ January 2033		1.72~6.38		10,478,394			10,108,600
Less: Discount on debentures issued							(48,359	)		(44,510	)
						￦	15,011,162			14,881,620

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Assets pledged as collateral with regard to the borrowings as of December 31, 202<br>4<br> are as follows:
(in millions of Won)	Bank	Book value		Pledged<br><br><br>amount
---	---	---	---	---	---
Property, plant and equipment and Investment property	Korea Development Bank and others	￦	4,008,404		4,537,287
Trade accounts and notes receivable	Korea Development Bank and others		120,161		120,161
Financial instruments	Korea Development Bank and others		15,444		15,444
		￦	4,144,009		4,672,892

Other Payables

Other payables as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Current
Accounts payable	￦	1,174,097	1,652,957
Accrued expenses		1,046,891	1,275,068
Dividend payable		3,261	4,182
Lease liabilities		163,952	161,601
Deposits withheld		349,277	370,063
	￦	2,737,478	3,463,871
Non-current
Accounts payable	￦	14,143	6,096
Accrued expenses		8,073	11,979
Lease liabilities		760,368	744,500
Long-term deposits withheld		90,981	46,437
	￦	873,565	809,012

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

19.	Other Financial Liabilities

Other financial liabilities as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023		2024
Current
Derivative liabilities	￦	38,631		108,786
Financial guarantee liabilities		5,114		4,972
Others(*1)		119,881		7,117
	￦	163,626		120,875
Non-current
Derivative liabilities	￦	81,291		2,236
Financial guarantee liabilities		7,858		8,944
Others		64,633		61,740
	￦	153,782		72,920
(*1)	The Company has recognized other financial liabilities in connection with the put option agreement which Posco Future Materials Canada Inc., a subsidiary, has entered into with GM Battery Raw Materials Corporation for the year ended December 31, 2023. The put option agreement expired for the year ended December 31, 2024.
---	---
20.	Provisions
---	---
(a)	Provisions as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023				2024
---	---	---	---	---	---	---	---	---
	Current		Non-current		Current		Non-current
Provision for bonus payments	￦	146,277		38,114		121,757		70,104
Provision for construction warranties		50,222		146,536		49,659		137,201
Provision for legal contingencies and claims(*1)		20,893		52,169		17,960		78,486
Provision for the restoration		14,567		161,253		10,041		197,810
Others(*<br>2<br>)		187,785		69,937		196,613		96,958
	￦	419,744		468,009		396,030		580,559
(*1)	The <br>Company<br> recognized probable outflow of resources amounting to <br>￦<br>45,712 million and <br>￦<br>80,220 million as provisions for legal contingencies and asserted claim in relation to lawsuits against the <br>Company<br> as of December 31, 2023 and 2024, respectively.
---	---
(*2)	According to the <br>Act on the promotion of the development, use and diffusion of new and renewable energy<br>, POSCO INTERNATIONAL Corporation is obliged to supply a certain amount of power, generated by new and renewable energy sources. In accordance with the Act, POSCO INTERNATIONAL Corporation estimated the cost required to fulfill its obligations, such as insufficient supply of power using new and renewable energy to be borne, and as of December 31, 2023 and 2024, the <br>Company<br> recognized <br>￦<br>64,166 million and <br>￦<br>64,249 million respectively, as provision.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	The following are the key assumptions concerning the future and other key sources of estimation uncertainties at the end of the reporting period.
	Key assumptions for the estimation
---	---
Provision for bonus payments	Estimations based on financial performance and working service rendered
Provision for construction warranties	Estimations based on historical warranty data
Provision for legal contingencies and claims	Estimations based on the degree of probability of an unfavorable outcome and the ability to make a sufficient reliable estimate of the amount of loss
(c)	Changes in provisions for the years ended December 31, 2023 and 2024 are as follows:
---	---
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Beginning		Increase		Utilization			Reversal			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Provision for bonus payments	￦	169,432		181,221		(158,529	)		(6,063	)		(1,670	)		184,391
Provision for construction warranties		205,974		42,653		(49,117	)		(8,350	)		5,598			196,758
Provision for legal contingencies and claims		106,341		16,327		(48,144	)		(3,599	)		2,137			73,062
Provision for the restoration		191,146		104,227		(9,887	)		(80	)		(109,586	)		175,820
Others		423,013		189,227		(255,001	)		(112,909	)		13,392			257,722
	￦	1,095,906		533,655		(520,678	)		(131,001	)		(90,129	)		887,753
(*1)	Includes transfer to liabilities held for sale and adjustments of foreign currency translation differences and others.
---	---
2)	For the year ended December 31, 2024
---	---
(in millions of Won)	Beginning		Increase		Utilization			Reversal			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Provision for bonus payments	￦	184,391		224,339		(187,004	)		(29,461	)		(404	)		191,861
Provision for construction warranties		196,758		53,244		(48,471	)		(8,274	)		(6,397	)		186,860
Provision for legal contingencies and claims		73,062		54,929		(12,964	)		(19,743	)		1,162			96,446
Provision for the restoration		175,820		28,917		(8,311	)		(6,485	)		17,910			207,851
Others		257,722		255,624		(151,362	)		(76,790	)		8,377			293,571
	￦	887,753		617,053		(408,112	)		(140,753	)		20,648			976,589
(*1)	Includes adjustments of foreign currency translation differences and others.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

21.	Employee Benefits
(a)	Defined contribution plans
---	---

The expenses related to post-employment benefit plans under defined contribution plans for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022		2023		2024
Expense related to post-employment benefit plans under defined contribution plans	￦	62,467		70,394		81,811
(b)	Defined benefit plans
---	---
1)	The amounts recognized in relation to net defined benefit assets in the consolidated statements of financial position as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Present value of funded obligations	￦	2,445,797			2,589,246
Fair value of plan assets(*1)		(2,902,714	)		(2,962,342	)
Present value of non-funded obligations		30,912			7,092
Net defined benefit <br>assets	￦	(426,005	)		(366,004	)
(*1)	As of December 31, 2023 and 2024, the <br>Company<br> recognized net defined benefit assets amounting to <br>￦<br>464,758 million and <br>￦<br>409,147 million, respectively, which represent the excess of each consolidated entity’s plan asset over the present value of defined benefit obligations.
---	---
2)	Changes in present value of defined benefit obligations for the years ended December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Defined benefit obligations at the beginning of year	￦	2,220,687			2,476,709
Current service costs		235,340			266,460
Interest costs		97,660			93,131
Remeasurements :		178,649			147,838
- Loss (gain) from change in financial assumptions		165,919			92,706
- Loss (gain) from change in demographic assumptions		(16,094	)		2,700
- Loss (gain) from change in others		28,824			52,432
Benefits paid		(263,547	)		(336,899	)
Others		7,920			(50,901	)
Defined benefit obligations at the end of year	￦	2,476,709			2,596,338

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	Changes in fair value of plan assets for the years ended December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Fair value of plan assets at the beginning of year	￦	2,703,639			2,902,714
Interest on plan assets		126,386			112,768
Remeasurement of plan assets		22,400			20,345
Contributions to plan assets		279,225			251,891
Benefits paid		(233,689	)		(279,304	)
Others		4,753			(46,072	)
Fair value of plan assets at the end of year	￦	2,902,714			2,962,342

The Company expects to make a contribution of W 138,915

million to the plan assets in 2025.

4)	The fair value of plan assets as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Equity instruments	￦	6,867		14,507
Debt instruments		529,313		404,311
Deposits		2,155,063		2,268,197
Others		211,471		275,327
	￦	2,902,714		2,962,342
5)	The amounts recognized in consolidated statement<br>s<br> of comprehensive income for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Current service costs	￦	235,007			235,340			266,460
Net interest costs(*1)		(6,397	)		(28,726	)		(19,637	)
	￦	228,610			206,614			246,823
(*1)	The actual return on plan assets amounted to <br>￦<br>20,410 million, <br>￦<br>148,786 million and <br>￦<br>133,113 million for the years ended December 31, 2022, 2023 and 2024, respectively.
---	---

The above expenses by function are as follows:

(in millions of Won)	2022
Cost of sales	￦	156,576	135,687	155,146
Selling and administrative expenses and others		72,034	70,927	91,677
	￦	228,610	206,614	246,823

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

6)	Accumulated actuarial gains (losses), net of tax recognized in other comprehensive income for the years ended December 31, 2022, 2023 and 2024 are as follows:
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Beginning	￦	(502,066	)		(396,297	)		(514,845	)
Remeasurements of defined benefit plans		105,769			(118,548	)		(95,345	)
Ending	￦	(396,297	)		(514,845	)		(610,190	)
7)	The principal actuarial assumptions as of December 31, 2023 and 2024 are as follows:
---	---
(%)	2023	2024
---	---	---
Discount rate	0.92 ~ 7.60	2.50 ~ 21.55
Expected future increase in salaries(*1)	2.30 ~ 28.11	1.50 ~ 29.32
(*1)	The expected future increases in salaries are based on the average salary increase rate over the past five years.
---	---

All assumptions are reviewed at the end of the reporting period. Additionally, the total estimated defined benefit obligation includes actuarial assumptions associated with the long-term characteristics of the defined benefit plan.

8)	Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding the other assumptions constant, would have affected the defined benefit obligation as of December 31, 2024 by the amounts shown below:
(in millions of Won)	1% Increase						1% Decrease
---	---	---	---	---	---	---	---	---	---	---	---	---
	Amount			Percentage(%)			Amount			Percentage(%)
Discount rate	￦	(158,250	)		(6.1	)		188,034			7.1
Expected future increase in salaries		185,594			7.1			(158,114	)		(6.1	)
9)	As of December 31, 2024, the maturity of the expected benefit payments are as follows:
---	---
(in millions of Won)	Within<br>1 year		1 year<br>- 5 years		5 years<br><br>- 10 years		10 years<br><br>- 20 years		After<br>20 years		Total
---	---	---	---	---	---	---	---	---	---	---	---	---
Benefits to be paid	￦	290,647		922,418		636,405		913,302		385,817		3,148,589

The maturity analysis of the defined benefit obligation was nominal amounts of defined benefit obligations using expected remaining period of service of employees.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

22.	Other Liabilities

Other liabilities as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Current
Due to customers for contract work	￦	624,632	452,839
Advances received		910,659	253,171
Unearned revenue		69,062	87,969
Withholdings		297,442	307,753
Firm commitment liability		20,136	10,384
Others(*1)		21,929	22,723
	￦	1,943,860	1,134,843
Non-current
Advances received		2	90,084
Unearned revenue	￦	8,889	4,317
Others(*1)		105,583	90,651
	￦	114,474	185,052
(*1)	As of December 31, 2023 and 2024, the <br>Company<br> recognized the assumed liability amounting to <br>￦<br>56,325 million and <br>￦<br>41,770 million, respectively, related to unfavorable terms of a customer contract relative to market-terms upon the acquisition of Senex Energy Limited by Senex Holdings PTY LTD, a subsidiary.
---	---
23.	Financial Instruments
---	---
(a)	Classification and fair value of financial instruments
---	---
1)	The carrying amount and the fair values of financial assets and financial liabilities by fair value hierarchy as of December 31, 2023 and 2024 are as follows:
---	---

① December 31, 2023

(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Financial assets
Fair value through profit or loss
Derivative assets	￦	291,541		—		291,541		—		291,541
Short-term financial instruments		6,540,407		—		6,540,407		—		6,540,407
Equity securities		99,254		61,665		—		37,589		99,254
Debt securities		88,196		—		75,183		13,013		88,196
Other securities		669,687		—		270		669,417		669,687
Derivative hedging instruments(*2)		9,601		—		9,601		—		9,601
Fair value through other comprehensive income
Equity securities		1,694,277		1,539,205		—		155,072		1,694,277
Financial assets measured at amortized cost(*1)

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Cash and cash Equivalents		6,670,879		—		—		—		—
Trade accounts and notes receivable		9,155,521		—		—		—		—
Other receivables		2,750,036		—		—		—		—
Debt securities		295,201		—		—		—		—
Deposit instruments		4,423,327		—		—		—		—
	￦	32,687,927		1,600,870		6,917,002		875,091		9,392,963
Financial liabilities
Fair value through profit or loss
Derivative liabilities	￦	116,748		—		116,748		—		116,748
Borrowings		1,756,691		1,756,691		—		—		1,756,691
Other financial Liabilities		119,258		—		—		119,258		119,258
Derivative hedging instruments(*2)		3,174		—		3,174		—		3,174
Financial liabilities measured at amortized cost(*1)
Trade accounts and notes payable		5,782,825		—		—		—		—
Borrowings		24,213,689		—		24,310,166		—		24,310,166
Financial guarantee liabilities		12,972		—		—		—		—
Other payables		3,241,459		—		—		—		—
Other financial liabilities		65,256		—		—		—		—
	￦	35,312,072		1,756,691		24,430,088		119,258		26,306,037
(*1)	Fair value of financial assets and liabilities measured at amortized cost except borrowings approximates their carrying amounts.
---	---

(*2)

The Company applies fair value hedge accounting which uses forward contracts as hedging instrument in order to hedge the risk of changes in fair value of product prices regarding firm commitments or purchase commitments. Also, the Company applies cash flow hedge accounting which uses currency swap as hedging instrument in order to hedge the risk of interest rate and foreign exchange rate changes in foreign currency which influences cash flow from borrowings.

② December 31, 2024

(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Financial assets
Fair value through profit or loss
Derivative assets	￦	946,393		—		946,393		—		946,393
Short-term financial instruments		1,212,643		—		1,212,643		—		1,212,643
Equity securities		52,222		26,792		—		25,430		52,222
Debt securities		113,728		—		82,699		31,029		113,728
Other securities		762,177		—		—		762,177		762,177
Derivative hedging instruments(*2)		16,483		—		16,483		—		16,483
Fair value through other comprehensive income
Equity securities		1,119,322		703,181		—		416,141		1,119,322

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)			Fair value
	Book value		Level 1		Level 2		Level 3		Total
Assets held for sale		604,439		604,439		—		—		604,439
Financial assets measured at amortized cost(*1)
Cash and cash <br>E<br>quivalents		6,767,898		—		—		—		—
Trade accounts and notes receivable		9,374,086		—		—		—		—
Other receivables		2,739,523		—		—		—		—
Debt securities		402,644		—		—		—		—
Deposit instruments		6,445,428		—		—		—		—
	￦	30,556,986		1,334,412		2,258,218		1,234,777		4,827,407
Financial liabilities
Fair value through profit or loss
Derivative liabilities	￦	105,187		—		105,187		—		105,187
Borrowings		39,053		39,053		—		—		39,053
Derivative hedging instruments(*2)		5,835		—		5,835		—		5,835
Financial liabilities measured at amortized cost(*1)
Trade accounts and notes payable		6,161,177		—		—		—		—
Borrowings		25,958,314		—		26,166,994		—		26,166,994
Financial guarantee liabilities		13,916		—		—		—		—
Other payables		3,895,526		—		—		—		—
Other financial liabilities		68,857		—		—		—		—
	￦	36,247,865		39,053		26,278,016		—		26,317,069

(*1)	Fair value of financial assets and liabilities measured at amortized cost except borrowings approximates their carrying amounts.
(*2)	The Company applies fair value hedge accounting which uses forward contracts as hedging instrument in order to hedge the risk of changes in fair value of product prices regarding firm commitments or purchase commitments. Also, the Company applies cash flow hedge accounting which uses currency swap as hedging instrument in order to hedge the risk of interest rate and foreign exchange rate changes in foreign currency which influences cash flow from borrowings.
---	---
2)	Financial assets and financial liabilities classified as fair value hierarchy Level 2
---	---

Fair values of derivatives are measured using the derivatives instrument valuation models such as discounted cash flow method. Inputs of the financial instrument valuation model include forward rate, interest rate and others. The fair value of derivatives may change depending on the type of derivatives and the nature of the underlying assets.

F-8 4

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	Financial assets classified as fair value hierarchy Level 3
①	Value technique and significant but unobservable inputs for the financial assets classified as fair value hierarchy Level 3 as of December 31, 2024 are as follows:
---	---
(in millions of Won)	Fair value		Valuation technique	Inputs	Range of inputs	Effect on fair value<br> <br>assessment<br> <br>with unobservable<br> <br>input
---	---	---	---	---	---	---
Financial assets at fair value	￦	342,049	Discounted cash flows	Growth rate	0% ~ 1.00%	As growth rate increases, fair value increases
				Discount rate	7.02% ~ 23.67%	As discount rate increases, fair value decreases
		104,121	Proxy firm valuation method	Price multiples	0.346 ~ 4.649	As price multiples increases, fair value increases
		95,866	Discounted cash flows	Growth rate	1%	As growth rate increases, fair value increases
				Discount rate	14.90%	As discount rate increases, fair value decreases
			Binominal option pricing model	Value of<br> underlying<br> asset	USD 1,910,715 thousands	Fair value increases when value of underlying asset increases
				Volatility	55%	Fair value increases when volatility increases
		692,741	Asset value approach	—	—	—

②	Sensitivity analysis of financial assets classified as Level 3 of fair value hierarchy

If other inputs remain constant as of December 31, 2024 and one of the significant but unobservable input is changed, the effect on fair value measurement is as follows:

(in millions of Won)	Input variable	Favorable<br> changes		Unfavorable<br> changes
Financial assets at fair value	Fluctuation 0.5% of growth rate	￦	248		(244	)
	Fluctuation 0.5% of discount rate		1,421		(1,344	)

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Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

③	Changes in fair value of financial assets classified as Level 3 for the years ended December 31, 2023 and 2024 were as follows:
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Beginning	￦	861,674			875,091
Acquisition		100,442			398,296
Gain on valuation of financial assets		39,621			48,336
Other comprehensive income(loss)		22,526			(13,066	)
Disposal and others		(149,172	)		(73,880	)
Ending	￦	875,091			1,234,777
4)	Finance income and costs by category of financial instrument for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
①	For the year ended December 31, 2022
---	---
	Finance income and costs																		Other<br><br> <br>comprehensive<br><br> <br>income (loss)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Interest<br><br> <br>income<br><br> <br>(expense)			Gain and<br><br> <br>loss on<br><br> <br>valuation			Gain and<br><br> <br>loss on<br><br> <br>foreign<br><br> <br>currency			Gain and<br><br> <br>loss on<br><br> <br>disposal			Others			Total
Financial assets at fair value through profit or loss	￦	20,421			(599,777	)		—			237,771			545			(341,040	)		—
Derivative assets		—			232,246			—			797,211			—			1,029,457			—
Financial assets at fair value through other comprehensive income		—			—			—			—			38,837			38,837			(10,076	)
Financial assets measured at amortized cost		226,584			—			414,944			(64,244	)		(42,433	)		534,851			—
Financial liabilities at fair value through profit or loss		—			85,790			(8,891	)		—			—			76,899			—
Derivative liabilities		—			(162,649	)		—			(647,418	)		—			(810,067	)		1,023
Financial liabilities measured at amortized cost		(607,458	)		—			(893,377	)		—			1,443			(1,499,392	)		—
	￦	(360,453	)		(444,390	)		(487,324	)		323,320			(1,608	)		(970,455	)		(9,053	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

②	For the year ended December 31, 2023
	Finance income and costs																		Other<br><br> <br>comprehensive<br><br> <br>income (loss)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Interest<br><br> <br>income<br><br> <br>(expense)			Gain and<br><br> <br>loss on<br><br> <br>valuation			Gain and<br><br> <br>loss on<br><br> <br>foreign<br><br> <br>currency			Gain and<br><br> <br>loss on<br><br> <br>disposal			Others			Total
Financial assets at fair value through profit or loss	￦	—			520,884			—			190,531			560			711,975			—
Derivative assets		—			167,997			—			289,423			—			457,420			—
Financial assets at fair value through other comprehensive income		—			—			—			—			49,586			49,586			257,725
Financial assets measured at amortized cost		502,147			—			211,077			(84,649	)		(6,347	)		622,228			—
Financial liabilities at fair value through profit or loss		—			(305,562	)		(92,835	)		—			—			(398,397	)		—
Derivative liabilities		—			(44,323	)		—			(276,600	)		—			(320,923	)		(1,292	)
Financial liabilities measured at amortized cost		(1,001,290	)		—			(466,244	)		11			(26,616	)		(1,494,139	)		—
	￦	(499,143	)		338,996			(348,002	)		118,716			17,183			(372,250	)		256,433
③	For the year ended December 31, 2024
---	---
(in millions of Won)	Finance income and costs																		Other<br><br> <br>comprehensive<br><br> <br>income (loss)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Interest<br> income<br> (expense)			Gain and<br><br> <br>loss on<br><br> <br>valuation			Gain and<br><br> <br>loss on<br><br> <br>foreign<br><br> <br>currency			Gain and<br><br> <br>loss on<br><br> <br>disposal			Others			Total
Financial assets at fair value through profit or loss	￦	—			120,544			—			136,699			887			258,130			—
Derivative assets		—			820,979			—			399,680			—			1,220,659			—
Financial assets at fair value through other comprehensive income		—			—			—			—			76,060			76,060			(150,443	)
Financial assets measured at amortized cost		576,782			—			1,098,245			(82,615	)		(10,613	)		1,581,799			—
Financial liabilities at fair value through profit or loss		—			239,120			(57,625	)		(6,257	)		—			175,238			—
Derivative liabilities		—			(31,018	)		—			(279,594	)		—			(310,612	)		(110	)
Financial liabilities measured at amortized cost		(1,051,511	)		—			(1,781,845	)		(806	)		(36,252	)		(2,870,414	)		—
	￦	(474,729	)		1,149,625			(741,225	)		167,107			30,082			130,860			(150,553	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Credit risk
1)	Credit risk exposure
---	---

The carrying amount of financial assets represents the Company’s maximum exposure to credit risk. The maximum exposure to credit risk as of December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023
Cash and cash equivalents	￦	6,670,879	6,767,898
Derivative assets		301,142	962,876
Short-term financial instruments		6,540,407	1,212,643
Debt securities		383,397	516,372
Other securities		669,687	762,177
Other receivables		2,750,036	2,739,523
Trade accounts and notes receivable		10,845,505	10,849,267
Deposit instruments		4,423,327	6,445,428
	￦	32,584,380	30,256,184

The Company provided financial guarantees for the repayment of loans of associates, joint ventures and third parties. As of December 31, 2023 and 2024, the maximum exposure to credit risk related to the financial guarantees amounted to

￦ 3,939,463 million and ￦ 3,832,003 million, respectively.

2)	Impairment losses on financial assets and contract assets

The Company assesses expected credit losses by estimating the default rate based on the credit loss experience of prior periods and overdue conditions and considers the credit default swap (CDS) premium to reflect changes in credit risk by sector. For credit-impaired assets and significant receivables where the credit risk is significantly increased, credit losses are individually assessed.

①	Allowance for doubtful accounts as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Trade accounts and notes receivable	￦	330,898		366,109
Other accounts receivable		185,987		219,811
Loans		417,725		510,036
Others		18,109		18,414
	￦	952,719		1,114,370
②	Impairment losses on financial assets for the years ended December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Beginning	￦	730,513			952,719
Bad debt expenses (reversal)		(17,785	)		134,230
Other bad debt expenses(*1)		291,340			68,979
Less: Recovery of allowance for other bad debt accounts		(7,641	)		(18,080	)
Others(*2)		(43,708	)		(23,478	)
Ending	￦	952,719			1,114,370
(*1)	Other bad debt expenses are mainly related to loans and other accounts receivable.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(*2)	Others for the years ended December 31, 2023 and 2024, include write-off of receivables amounting to <br>￦<br>51,831 million and <br>￦<br>75,349 million, respectively.
③	The aging and allowance for doubtful accounts of trade accounts and notes receivable as of December 31, 2023 and 2024 are as follows:
---	---
	2023				2024
---	---	---	---	---	---	---	---	---
(in millions of Won)	Trade accounts and<br>notes receivable		Allowance for<br>doubtful accounts		Trade accounts and<br>notes receivable		Allowance for<br>doubtful accounts
Not past due	￦	9,674,258		13,155		9,438,161		8,774
Overdue less than 1 month		681,782		5,448		496,419		4,555
1 month - 3 months		131,267		3,521		272,977		3,087
3 months - 12 months		291,774		27,248		187,461		22,340
Over 12 months		397,322		281,526		820,358		327,353
	￦	11,176,403		330,898		11,215,376		366,109
④	The aging and allowance for doubtful accounts of other receivables as of December 31, 2023 and 2024 are as follows:
---	---
	2023				2024
---	---	---	---	---	---	---	---	---
(in millions of Won)	Other<br> receivables		Allowance for<br>doubtful accounts		Other<br> receivables		Allowance for<br>doubtful accounts
Not past due	￦	2,948,837		347,108		2,870,906		442,293
Overdue less than 1 month		29,653		40		68,592		216
1 month - 3 months		56,574		1,812		146,091		19,349
3 months - 12 months		133,081		91,621		60,825		6,702
Over 12 months		203,712		181,240		341,370		279,701
	￦	3,371,857		621,821		3,487,784		748,261
(c)	Liquidity risk
---	---
1)	Contractual maturities of non-derivative financial liabilities are as follows:
---	---
(in millions of Won)	Book value		Contractual<br>cash flow		Within<br><br><br>1 year		1 year<br><br><br>-<br> 5 years		After<br>5 years
---	---	---	---	---	---	---	---	---	---	---
Trade accounts and notes payable	￦	6,161,177		6,161,177		6,159,127		2,050		—
Borrowings		25,997,367		27,408,042		11,144,580		14,496,260		1,767,202
Financial guarantee liabilities(*1)		13,916		3,832,003		3,832,003		—		—
Lease liabilities		906,101		1,188,386		200,917		516,389		471,080
Other payables		2,989,425		2,989,754		2,925,018		64,736		—
	￦	36,067,986		41,579,362		24,261,645		15,079,435		2,238,282
(*1)	For issued financial guarantee contracts, the maximum amount of the guarantee is allocated to the earliest period in which the guarantee could be called.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	Contractual maturities <br>for<br> derivative financial liabilities are as follows:
(in millions of Won)	Within<br>1 year		1 year<br><br><br>- 5 years		Total
---	---	---	---	---	---	---
Currency forward	￦	82,959		2,236		85,195
Currency swap		19,992		—		19,992
Others		5,835		—		5,835
	￦	108,786		2,236		111,022
(d)	Currency risk
---	---
1)	The Company is exposed to the risk that the fair value or future cash flows of a financial instrument will fluctuate because of the changes in foreign exchange rates. The exposure to currency risk as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)				2024
---	---	---	---	---	---	---	---
		Liabilities		Assets		Liabilities
	4,979,817		11,146,695		5,441,771		10,927,022
	538,330		2,882,376		670,436		530,728
	343,321		264,563		303,556		213,071
Others	1,108,650		461,634		2,280,424		367,264

All values are in Euros.

2)	As of December 31, 2023 and 2024, provided that functional currency against foreign currencies other than functional currency hypothetically strengthens or weakens by 10%, the changes in gain or loss for the years ended December 31, 2023 and 2024 are as follows:
(in millions of Won)						2024
---	---	---	---	---	---	---	---	---	---	---	---
			10% decrease			10% increase			10% decrease
	(616,688	)		616,688			(548,525	)		548,525
	(234,405	)		234,405			13,971			(13,971	)
	7,876			(7,876	)		9,049			(9,049	)

All values are in Euros.

(e)	Interest rate risk
1)	The carrying amount of interest-bearing financial instruments as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Fixed rate
Financial assets	￦	19,118,092			16,067,746
Financial liabilities		(19,237,434	)		(22,213,449	)
	￦	(119,342	)		(6,145,703	)
Variable rate
Financial liabilities	￦	(7,657,266	)		(4,690,019	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	Sensitivity analysis on the cash flows of financial instruments with variable interest rate

The Company’s interest rate risk mainly arises from borrowings with variable interest rate. As of December 31, 2023 and 2024, provided that other factors remain the same and the interest rate of borrowings with floating rates increases or decreases by 1%, the changes in interest expense for the years ended December 31, 2023 and 2024 are as follows:

(in millions of Won)	2023				2024
	1% increase		1% decrease		1% increase			1% decrease
Variable rate financial instruments	￦	(76,573)		76,573		(46,900	)		46,900
(f)	Supplier finance arrangement
---	---

As of December 31, 2024, the carrying amount of financial liabilities related to supplier finance arrangements entered into by the Company is as follows:

(in millions of Won)	2024
Trade accounts and notes payable	￦	1,298,398
Accounts payable		273,366
	￦	1,571,764

There are no significant non-cash changes in the carrying amount of trade accounts and notes payable and accounts payable .

24.	Share Capital and Capital Surplus
(a)	Share capital as of December 31, 2023 and 2024 are as follows:
---	---
(Share, in Won)	2023		2024
---	---	---	---	---
Authorized shares		200,000,000		200,000,000
Par value	￦	5,000		5,000
Issued shares(*1,2)		84,571,230		82,624,377
Share capital(*3)	￦	482,403,125,000		482,403,125,000
(*1)	As of December 31, 2024, total number of ADRs of 13,149,016 outstanding in overseas stock market are equivalent to 3,287,254 shares of common stock.
---	---
(*2)	Pursuant to the resolution of the Board of Directors’ meeting on July 12, 2024, the controlling company decided to retire 1,946,853 shares using distributable profits, and it was completed on August 6, 2024. As a result, as of December 31, 2024, the controlling company’s total number of issued shares has decreased.
---	---
(*3)	As of December 31, 2024, the difference between the ending balance of common stock and the aggregate par value of issued common stock is <br>￦<br>69,281 million due to retirement of 13,856,248 treasury stocks.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	The changes in issued common stock for the years ended December 31, 2023 and 2024 are as follows:
(share)	2023							2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Issued<br><br> <br>shares		Treasury<br><br> <br>shares			Number of<br><br> <br>outstanding<br><br> <br>shares		Issued<br><br> <br>shares			Treasury<br><br> <br>shares			Number of<br><br> <br>outstanding<br><br> <br>shares
Beginning		84,571,230		(8,722,053	)		75,849,177		84,571,230			(8,695,023	)		75,876,207
Acquisition of treasury shares		—		—			—		—			(255,428	)		(255,428	)
Disposal of treasury shares		—		27,030			27,030		—			—			—
Retirement of treasury shares		—		—			—		(1,946,853	)		1,946,853			—
Ending		84,571,230		(8,695,023	)		75,876,207		82,624,377			(7,003,598	)		75,620,779
(c)	Capital surplus as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023		2024
---	---	---	---	---
Share premium	￦	463,825		463,825
Gain on disposal of treasury shares		808,994		808,994
Other capital surplus		399,971		385,531
	￦	1,672,790		1,658,350
25.	Hybrid Bonds
---	---
(a)	POSCO FUTURE M CO., LTD, a subsidiary of the Company, issued hybrid bonds for the year ended December 31, 2024. Material matters are as follows:
---	---
(in millions of Won)	Date of issue		Date of maturity		Interest rate (%)		2023		2024
---	---	---	---	---	---	---	---	---	---	---
Hybrid bond(*1)		2024-12-18		2054-12-18		4.64	￦	—		600,000
(*1)	Details of issuance of hybrid bonds are as follows:
---	---
	KRW Hybrid bond
---	---
Maturity date	30 years (The issuer has a right to extend the maturity date)
Interest rate	Issue date ~ 2031-12-18 : 4.64%<br> <br>Reset every year: additionally +0.75% according to Step-up clauses
Interest payments<br>condition	Quarterly (The issuer may defer interest payments except in cases where it resolves to pay dividends or repays pari passu debt and subordinated debt)
Others	The issuer can call the hybrid bond 5 years after issuance

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	The hybrid bonds can be redeemed after a certain period has elapsed since the issuance date, and its maturity can be extended under the same conditions on the maturity date. Additionally, as interest payments can be deferred, it is deemed that the issuer has an unconditional right to avoid delivering cash or other financial assets to settle the contractual obligation. Accordingly, the Company has classified this bond as equity.
(c)	The<br>controlling company, acquired <br>￦<br>500,000 million out of the <br>￦<br>600,000 million hybrid bonds issued by POSCO FUTURE M CO., <br>LTD.
---	---
26.	Other components of equity
---	---
(a)	Details of other components of equity as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Capital adjustment from investments in equity-accounted investees	￦	(180,964	)		76,870
Changes in fair value of equity investments at fair value through other comprehensive income		153,279			20,066
Foreign currency translation differences		94,605			983,071
Losses on valuation of derivatives		(644	)		(925	)
Others		980			76,347
	￦	67,256			1,155,429
(b)	Changes in fair value of equity investments at fair value through other comprehensive income for the years ended December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Beginning balance	￦	(103,843)			153,279
Changes in unrealized fair value of equity investments		260,603			(145,051	)
Reclassification upon disposal		—			11,838
Others		(3,481	)		—
Ending balance	￦	153,279			20,066

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

27.	Treasury Shares

Based on the Board of Directors’ resolution, the controlling company holds treasury shares for business purposes including its share price stabilization. Changes in treasury shares for the years ended December 31, 2023 and 2024 were as follows:

(shares, in millions of Won)	2023						2024
	Number of shares			Amount			Number of shares			Amount
Beginning		8,722,053		￦	1,892,308			8,695,023		￦	1,889,658
Acquisition of treasury shares		—			—			255,428			92,311
Disposal of treasury shares		(27,030	)		(2,650	)		—			—
Retirement of treasury shares		—			—			(1,946,853	)		(431,107	)
Ending		8,695,023		￦	1,889,658			7,003,598		￦	1,550,862

28.	Revenue
(a)	Disaggregation of revenue
---	---

Details of revenue disaggregated by types of revenue and timing of revenue recognition for the years ended December 31, 2022, 2023 and 2024 were as follows:

1)	For the year ended December 31, 2022
(in millions of Won)			Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Steel		Trading		Construction		Logistics<br><br><br>and<br><br><br>Others		Secondary<br><br><br>Battery<br><br><br>Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	43,508,308		24,824,117		—		84,168		2,418,796		—		70,835,389
Revenue from services		919,391		586,047		142,708		3,849,390		4,501		8,017		5,510,054
Revenue from construction contract		—		—		7,769,863		—		28,488		—		7,798,351
Others		119,267		545,294		8,537		65,401		—		121,323		859,822
	￦	44,546,966		25,955,458		7,921,108		3,998,959		2,451,785		129,340		85,003,616
Timing of revenue recognition
Revenue recognized at a point in time	￦	43,627,575		25,369,411		837,363		149,569		2,418,796		121,323		72,524,037
Revenue recognized overtime		919,391		586,047		7,083,745		3,849,390		32,989		8,017		12,479,579
	￦	44,546,966		25,955,458		7,921,108		3,998,959		2,451,785		129,340		85,003,616

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	For the year ended December 31, 2023
(in millions of Won)			Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Steel		Trading		Construction		Logistics<br><br><br>and<br><br><br>Others		Secondary<br><br><br>Battery<br><br><br>Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	39,435,236		20,973,059		—		17,923		3,775,215		—		64,201,433
Revenue from services		807,142		3,056,272		142,902		397,421		4,415		13,082		4,421,234
Revenue from construction contract		—		—		8,070,120		—		36,404		—		8,106,524
Others		150,895		4,175		17,460		55,269		8		99,551		327,358
	￦	40,393,273		24,033,506		8,230,482		470,613		3,816,042		112,633		77,056,549
Timing of revenue recognition
Revenue recognized at a point in time	￦	39,586,131		20,977,234		375,118		73,192		3,775,223		99,551		64,886,449
Revenue recognized overtime		807,142		3,056,272		7,855,364		397,421		40,819		13,082		12,170,100
	￦	40,393,273		24,033,506		8,230,482		470,613		3,816,042		112,633		77,056,549

3)	For the year ended December 31, 2024
(in millions of Won)			Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Steel		Trading		Construction		Logistics<br><br><br>and<br><br><br>Others		Secondary<br>Battery<br>Materials		Others		Total
Types of revenue
Revenue from sales of goods	￦	38,049,273		20,059,155		—		11,894		2,783,237		—		60,903,559
Revenue from services		889,556		2,736,866		127,572		363,384		3,676		3,579		4,124,633
Revenue from construction contract		—		—		8,052,414		—		25,636		—		8,078,050
Others		165,266		7,752		64,285		46,464		—		69,399		353,166
	￦	39,104,095		22,803,773		8,244,271		421,742		2,812,549		72,978		73,459,408
Timing of revenue recognition
Revenue recognized at a point in time	￦	38,214,539		20,066,907		1,326,130		58,358		2,783,237		69,399		62,518,570
Revenue recognized overtime (*1)		889,556		2,736,866		6,918,141		363,384		29,312		3,579		10,940,838
	￦	39,104,095		22,803,773		8,244,271		421,742		2,812,549		72,978		73,459,408
(*1)	The amount generated from the construction contract revenue recognized over time by POSCO Eco & Challenge C<br>o<br>., L<br>td<br>.<br> is <br>￦<br>6,645,259 million
---	---

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Details of contract assets and liabilities from contracts with customers as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Receivables
Trade accounts and notes receivables	￦	9,155,521		9,374,086
Contract assets
Due from customers for contract work		1,689,984		1,475,180
Contract liabilities(*)
Advances received		915,659		342,314
Due to customers for contract work		624,632		452,839
Unearned revenue		77,908		89,807

(*)	The details of the contract liabilities balance of POSCO Eco & Challenge Co., Ltd., a major subsidiary, that were recognized as revenue for the years ended December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Contract liability balance at the beginning of the reporting period recognized as revenue	￦	852,071		1,040,198
29.	Revenue – Contract Balances
---	---
(a)	Details of outstanding contracts as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Accumulated cost	￦	26,101,964			28,057,329
Accumulated contract profit		1,752,184			1,935,732
Accumulated contract loss		(697,878	)		(709,097	)
Accumulated contract revenue		27,156,270			29,283,964
(b)	Details of due from customers for contract work and due to customers for contract work as of December 31, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Due from customers for contract work	￦	1,704,256			1,487,559
Due to customers for contract work		(624,632	)		(452,839	)
	￦	1,079,624			1,034,720

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Details of provisions for construction losses as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Infrastructure - construction segment	￦	48,825		52,492
Others		1,749		857
	￦	50,574		53,349
(d)	For the years ended December 31, 2022, 2023 and 2024, the total contract revenues and the estimated total contract costs have changed and the impact of such changes on profit before income tax for the current and future periods are as follows:
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Changes in total contract revenues	￦	1,222,558		￦	1,362,828			1,346,547
Changes in estimated total contract costs		1,622,429			1,419,726			1,578,811
Changes in profit before income taxes of construction contract:
-Current period		(165,623	)		(91,397	)		(314,409	)
-Future periods		(234,248	)		34,499			82,145

The effect on the current and future profit is estimated based on the circumstances that have occurred from the commencement date of the contract to the end of reporting period. The estimation is evaluated for the total contract costs and expected total contract revenue as of the end of the reporting period. Also, it may change during future periods.

(e)	As of December 31, 2024, revenue expected to be recognized in the future in relation to performance obligations that have not been fulfilled (or partially fulfilled) is as follows:
(in millions of Won)	2025		2026		2027		After 2028		Total
---	---	---	---	---	---	---	---	---	---	---
Expected Revenue	￦	5,539,173		3,824,182		2,656,862		804,279		12,824,496
(f)	Uncertainty of estimates
---	---
1)	Total contract revenues
---	---

Total contract revenues are measured based on contractual amount initially agreed. However, the contract revenues can increase due to additional contract work, claims and incentive payments, or decrease due to penalty when the completion of contract is delayed due to the Company’s fault. Therefore, the measurement of contract revenues is affected by the uncertainty of the occurrence of future events.

2)	Total contract costs

Contract revenues are recognized based on the percentage of completion, which is measured on the basis of the gross cost amount incurred to date. Total contract costs are estimated based on estimates of future material costs, labor costs, outsourcing costs. There is an uncertainty in estimates on future contract costs due to various internal and external factors such

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

as fluctuation of market, the risk of business partner and the experience of project performance and others. The significant assumptions including uncertainty of the estimate of total contract costs are as follows:

	Inputs used
Material cost	Based on recent purchasing price at market price
Labor cost	Based on average monthly and daily labor cost
Outsourcing cost	Based on historical cost over similar project and actual contractual rate

Management reviews estimated contract costs at each reporting period end and adjusts them, if necessary.

30.	Selling and Administrative Expenses
(a)	Other administrative expenses
---	---

Other administrative expenses for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022
Wages and salaries	￦	1,075,873	1,156,456		1,212,005
Expenses related to post-employment benefits		84,582	92,667		136,211
Other employee benefits		230,909	273,482		300,425
Travel		39,661	47,945		47,681
Depreciation		148,639	159,836		173,507
Amortization		90,069	96,004		113,130
Communication		10,890	11,956		13,472
Electricity		9,563	12,242		15,618
Taxes and public dues		95,976	100,639		94,658
Rental		36,732	48,243		45,440
Repairs		17,343	17,787		16,502
Entertainment		13,741	15,490		13,993
Advertising		103,551	107,223		102,271
Research & development		179,714	175,167		207,557
Service fees		225,072	234,815		268,701
Vehicles maintenance		7,102	7,660		7,880
Industry association fee		11,624	11,096		12,578
Conference		20,259	19,876		22,797
Bad debt expenses (reversal)		24,791	(17,785	)	134,230
Others		78,666	81,103		65,822
	￦	2,504,757	2,651,902		3,004,478

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Selling expenses

Selling expenses for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022
Freight and custody	￦	77,427	55,531	34,554
Operating expenses for distribution center		2,507	4,534	1,995
Sales commissions		75,012	68,138	102,114
Sales advertising		5,782	4,083	4,304
Sales promotion		19,388	9,503	9,887
Sample		2,052	2,234	2,436
Sales insurance premium		39,018	31,622	32,139
Contract cost		57,661	46,140	35,124
Others		15,635	11,794	12,335
	￦	294,482	233,579	234,888

31.	Research and Development Expenditures Recognized as Expenses

Research and development expenditures recognized as expenses for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022
Administrative expenses	￦	179,714	175,167	207,557
Cost of sales		356,560	343,242	348,003
	￦	536,274	518,409	555,560
32.	Finance Income and Costs
---	---

Details of finance income and costs for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022
Finance income
Interest income	￦	247,005	502,147	576,782
Dividend income		39,383	50,146	76,947
Gain on foreign currency transactions		2,284,126	1,660,713	1,419,887
Gain on foreign currency translations		703,627	292,581	1,187,507
Gain on derivatives transactions		840,265	333,197	437,999
Gain on valuations of derivatives		262,723	201,133	898,586
Gain on disposals of financial assets at fair value through profit of loss		256,016	203,795	164,556
Gain on valuations of financial assets at fair value through profit or loss		98,359	572,154	201,059
Gain on valuations of financial liabilities at fair value through profit or loss		85,790	—	239,120
Others		16,717	14,880	9,152
	￦	4,834,011	3,830,746	5,211,595

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)	2022
Finance costs
Interest expenses	￦	(607,458	)	(1,001,290	)	(1,051,511	)
Loss on foreign currency transactions		(2,505,862	)	(1,595,430	)	(1,448,214	)
Loss on foreign currency translations		(969,215	)	(705,866	)	(1,900,405	)
Loss on derivatives transactions		(690,471	)	(320,374	)	(317,913	)
Loss on valuations of derivatives		(193,127	)	(77,459	)	(108,625	)
Loss on disposals of trade accounts and notes receivable		(64,244	)	(84,649	)	(82,615	)
Loss on disposals of financial assets at fair value through profit or loss		(18,245	)	(13,264	)	(27,857	)
Loss on valuations of financial assets at fair value through profit or loss		(698,136	)	(51,270	)	(80,515	)
Loss on valuations of financial liabilities at fair value through profit or loss		—		(305,562	)	—
Others		(57,708	)	(47,832	)	(63,080	)
	￦	(5,804,466	)	(4,202,996	)	(5,080,735	)
(*1)	Interest income calculated using the effective interest method for the years ended December 31, 2022, 2023 and 2024 were <br>￦<br>226,584 million, <br>￦<br>502,147 million and <br>￦<br>576,782 million respectively.
---	---

Other Operating Income and Expenses

Details of other operating income and expenses for the years ended December 31, 2022, 2023 and 2024 were as follows:

(in millions of Won)	2022
Other operating income
Recovery of allowance for other bad debt accounts	￦	5,144		7,641		18,080
Gain on disposals of assets held for sale		55,262		1,312		4,801
Gain on disposals of investment in subsidiaries, associates and joint ventures(*1)		13,904		197,088		14,235
Gain on disposals of property, plant and equipment		18,502		9,387		26,533
Gain on valuation of firm commitment		181,645		11,499		46,918
Reversal of other provisions		5,245		8,578		15,834
Gain on insurance claim(*3)		237,565		13,117		157,552
Gain on bargain purchase(*1)		—		41,072		—
Gain on disposals of emission rights		5,181		25,998		2
Miscellaneous Income		64,235		77,946		90,485
Others		10,478		8,348		12,665
	￦	597,161		401,986		387,105
Other operating expenses
Other bad debt expenses	￦	(14,968	)	(291,340	)	(68,979	)
Loss on disposals of assets held for sale(*2)		(3,964	)	(103,366	)	(33,943	)
Loss on disposals of investments in subsidiaries, associates and joint ventures		(12,400	)	(18,843	)	(73,428	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)	2022
Loss on disposals of property, plant and equipment		(111,082	)	(125,823	)	(85,149	)
Impairment loss on property, plant and equipment		(213,183	)	(275,846	)	(608,122	)
Impairment loss on intangible assets		(370,663	)	(129,907	)	(47,993	)
Loss on valuation of firm commitment		(156,183	)	(47,448	)	(40,383	)
Idle tangible asset expenses		(18,184	)	(3,703	)	(3,047	)
Increase to provisions		(88,857	)	(38,395	)	(84,689	)
Donations		(80,558	)	(67,393	)	(75,261	)
Miscellaneous expenses		(63,812	)	(92,870	)	(46,233	)
Others		(4,799	)	(749	)	(16,649	)
	￦	(1,138,653	)	(1,195,683	)	(1,183,876	)
(*1)	During the year ended December 31, 2023, QSONE Co., Ltd., which had been previously classified as an investment in associates was reclassified as consolidated subsidiaries. As a result, the Company recognized <br>￦<br>184,556 million of gain on disposals of investment in associates and <br>￦<br>41,072 million of gain on bargain purchase.
---	---
(*2)	During the year ended December 31, 2023, the <br>Company disposed<br> of CSP-Compania Siderurgica do Pecem, which was classified as assets held for sale <br>during the year ended December 31, 2022<br>,<br>and recognized <br>￦<br>103,366 million of loss on disposals of assets held for sale. The loss on disposal of assets held for sale recognized as profit or loss includes <br>￦<br>102,470 million, which was reclassified from accumulated other comprehensive loss arising from translating the financial statements of foreign operation.
---	---
(*3)	During the year ended December 31, 2022, POSCO, a subsidiary, received insurance payments of <br>￦<br>234,000 million related to damage due to the flooding of the Naengcheon stream in Pohang, and additional compensation is under discussion with the insurance company.
---	---
34.	Expenses by Nature
---	---

Expenses that are recorded by nature as cost of sales, selling and administrative expenses, and other operating expenses in the consolidated statements of comprehensive income for the years ended December 31, 2022, 2023 and 2024 were as follows (excluding finance costs and income tax expense):

(in millions of Won)	2022
Raw material used, changes in inventories and others	￦	54,670,367	46,179,074	42,857,995
Employee benefits(*2)		4,330,946	4,660,771	5,075,621
Outsourced processing cost		8,641,448	10,377,087	10,333,545
Electricity and water expenses		936,360	1,099,970	1,200,587
Depreciation(*1)		3,204,744	3,325,088	3,530,770
Amortization		488,835	498,193	453,689
Freight and custody expenses		3,077,044	2,297,544	2,594,589
Sales commissions		75,012	68,138	102,114
Loss on disposal of property, plant and equipment		111,082	125,823	85,149
Impairment loss on property, plant and equipment		213,183	275,846	608,122

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)	2022		2023		2024
Impairment loss on intangible assets		370,663		129,907		47,993
Donations		80,558		67,393		75,261
Other		5,058,849		5,615,703		5,429,250
	￦	81,259,091		74,720,537		72,394,685
(*1)	Includes depreciation of investment property.
---	---
(*2)	The details of employee benefits expenses for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2022		2023		2024
---	---	---	---	---	---	---
Wages and salaries	￦	4,024,805		4,375,123		4,769,925
Expenses related to post-employment benefits		306,141		285,648		305,696
	￦	4,330,946		4,660,771		5,075,621

35.	Income Taxes
(a)	Income tax expense for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Current income taxes(*1)	￦	932,085			802,997			598,276
Deferred income tax due to temporary differences		(407,958	)		3,631			(332,431	)
Items recognized directly in equity		(62,593	)		(17,261	)		55,109
Income tax expense	￦	461,534			789,367			320,954
(*1)	Refund (additional payment) of income taxes as a result of a final corporation tax return, tax audits and others credited (charged) directly to current income taxes.
---	---
(b)	The income taxes credited (charged) directly to equity for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Net changes in fair value of equity investments at fair value through other comprehensive income(*1)	￦	(37,431	)		(71,600	)		41,999
Remeasurements of defined benefit plans(*1)		(16,971	)		34,406			27,261
Others		(8,191	)		19,933			(14,151	)
	￦	(62,593	)		(17,261	)		55,109
(*1)	These amounts were recognized in other comprehensive income.
---	---

F-10 2

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	The following table reconciles the calculated income tax expense based on POSCO’s statutory rate (26.4% for 2022, 2023 and 2024) to the actual amount of taxes recorded by the Company for the years ended December 31, 2022, 2023 and 2024.
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Profit before income taxes	￦	4,047,491			2,635,426			1,326,230
Income tax expense computed at statutory rate		1,101,240			685,381			303,124
Adjustments:
Tax credits		(133,727	)		(82,233	)		(22,122	)
Additional income tax expense for prior years (Refund of taxes for prior years)		22,929			152,656			(77,482	)
Investment in subsidiaries, associates and joint ventures(*1)		(413,349	)		146,498			107,197
Tax effects due to permanent differences		19,350			(3,011	)		(3,801	)
Carryforward of unused tax losses(*2)		(3,167	)		(126,110	)		(19,545	)
Effect of tax rate change		(180,533	)		4,998			7,368
Others		48,791			11,188			26,215
		(639,706	)		103,986			17,830
Income tax expense	￦	461,534			789,367			320,954
Effective tax rate (%)		11.40	%		29.95	%		24.20	%
(*1)	During the year ended December 31, 2022, POSCO HOLDINGS INC. sold certain of its subsidiaries and associates to POSCO, a subsidiary of POSCO Holdings, and classified CSP-Compania Siderurgica do Pecem, an investment in joint venture as assets held for sale. This amount includes <br>￦<br>451,352 million related to recognition of deferred tax assets which were previously not recognized.
---	---
(*2)	During the year ended December 31, 2023, POSCO HOLDINGS INC. recognized tax benefits of <br>￦<br>122,922 million from utilizing tax losses carryforwards of a joint venture upon disposal of the joint venture.
---	---
(d)	The movements in deferred tax assets (liabilities) for the years ended December 31, 2023 and 2024 were as follows:
---	---
(in millions of Won)	2023									2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Beginning			Inc. (Dec.)			Ending			Beginning			Inc. (Dec.)			Ending
Deferred income tax due to temporary differences
Allowance for doubtful accounts	￦	130,501			26,107			156,608			156,608			30,864			187,472
PP&E and Intangible asset		382,838			(143,136	)		239,702			239,702			47,225			286,927
Share of profit or loss of equity-accounted investees		269,638			21,281			290,919			290,919			(5,965	)		284,954
Allowance for inventories valuation		47,565			15,622			63,187			63,187			(28,338	)		34,849
Prepaid expenses		16,923			(3,370	)		13,553			13,553			1,389			14,942
Gain or loss on foreign currency translation		(13,706	)		156,945			143,239			143,239			74,341			217,580
Defined benefit liabilities		(40,417	)		36,883			(3,534	)		(3,534	)		12,664			9,130
Provision for construction losses		17,949			(6,280	)		11,669			11,669			668			12,337
Provision for construction warranty		70,271			(24,548	)		45,723			45,723			(2,482	)		43,241
Accrued income		(39,762	)		18,491			(21,271	)		(21,271	)		6,712			(14,559	)

F-10 3

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)	2023									2024
	Beginning			Inc. (Dec.)			Ending			Beginning			Inc. (Dec.)			Ending
Provision for accelerated depreciation		(2,736,674	)		75,944			(2,660,730	)		(2,660,730	)		33,443			(2,627,287	)
Spin-off		1,543,628			(7,451	)		1,536,177			1,536,177			(558	)		1,535,619
Impairment loss on AFS		94,542			(225	)		94,317			94,317			(29,506	)		64,811
Difference in acquisition costs of treasury shares		43,892			(151	)		43,741			43,741			(9,513	)		34,228
Others		487,444			(328,342	)		159,102			159,102			(40,486	)		118,616
		274,632			(162,230	)		112,402			112,402			90,458			202,860
Deferred income taxes recognized directly to equity
Net changes in fair value of equity investments at fair value through other comprehensive income		36,028			(71,600	)		(35,572	)		(35,572	)		47,453			11,881
Others		(7,051	)		54,339			47,288			47,288			13,110			60,398
		28,977			(17,261	)		11,716			11,716			60,563			72,279
Deferred tax from tax credit
Tax credit carry-forward and others		71,364			182,195			253,559			253,559			130,817			384,376
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures		224,021			(6,335	)		217,686			217,686			50,594			268,280
	￦	598,994			(3,631	)		595,363			595,363			332,432			927,795

(e)	Deferred tax assets and liabilities as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023								2024
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Assets		Liabilities			Net			Assets		Liabilities			Net
Deferred income tax due to temporary differences
Allowance for doubtful accounts	￦	156,681		(73	)		156,608			187,522		(50	)		187,472
PP&E and Intangible asset		337,094		(97,392	)		239,702			381,583		(94,656	)		286,927
Share of profit or loss of equity-accounted investees		304,225		(13,306	)		290,919			297,596		(12,642	)		284,954
Allowance for inventories valuation		63,187		—			63,187			34,849		—			34,849
Prepaid expenses		13,659		(106	)		13,553			16,366		(1,424	)		14,942
Gain or loss on foreign currency translation		205,170		(61,931	)		143,239			222,220		(4,640	)		217,580
Defined benefit liabilities		598,177		(601,711	)		(3,534	)		612,680		(603,550	)		9,130
Provision for construction losses		11,669		—			11,669			12,337		—			12,337
Provision for construction warranty		45,723		—			45,723			43,241		—			43,241
Accrued income		—		(21,271	)		(21,271	)		—		(14,559	)		(14,559	)
Provision for accelerated depreciation		—		(2,660,730	)		(2,660,730	)		—		(2,627,287	)		(2,627,287	)
Spin-off		1,536,177		—			1,536,177			1,538,619		(3,000	)		1,535,619
Impairment loss on AFS		94,317		—			94,317			64,811		—			64,811
Difference in acquisition costs of treasury shares		43,741		—			43,741			34,228		—			34,228
Others		193,833		(34,731	)		159,102			203,111		(84,495	)		118,616
		3,603,653		(3,491,251	)		112,402			3,649,163		(3,446,303	)		202,860

F-10 4

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)	2023								2024
	Assets		Liabilities			Net			Assets		Liabilities			Net
Deferred income taxes recognized directly to equity
Net changes in fair value of equity investments at fair value through other comprehensive income		50,134		(85,706	)		(35,572	)		59,666		(47,785	)		11,881
Others		76,604		(29,316	)		47,288			67,722		(7,324	)		60,398
		126,738		(115,022	)		11,716			127,388		(55,109	)		72,279
Deferred tax from tax credit
Tax credit carry-forward and others		253,559		—			253,559			384,376		—			384,376
Investments in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures		499,326		(281,640	)		217,686			544,482		(276,202	)		268,280
	￦	4,483,276		(3,887,913	)		595,363			4,705,409		(3,777,614	)		927,795
(f)	As of December 31, 2024, deductible temporary differences of <br>￦<br>5,512,331 million and taxable temporary differences of <br>￦<br>10,054,607 million related to investments in subsidiaries and associates were not recognized as deferred tax assets or liabilities because it is not probable that they will reverse in the foreseeable future.
---	---
(g)	The Company recognized current tax payable or receivable at the amount expected to be paid or received that reflects uncertainty related to income taxes.
---	---
(h)	Global minimum <br>top-up<br> tax
---	---

In 2023, Pillar Two legislation has been enacted in the Republic of Korea, where the controlling company is domiciled, which is effective for the fiscal years starting on or after January 1, 2024. Accordingly, the Company calculated the Pillar Two income tax expense for the year ended December 31, 2024 as it is subject to global minimum top-up tax under the application of the OECD’s Pillar Two Model Rules via domestic legislation. The Company reviewed subsidiaries qualifying as taxpayer, including the controlling company and, as a result, did not recognize any income tax expense for the year ended December 31, 2024 as the impact of the global minimum top-up tax on the consolidated financial statements as of December 31, 2024 would not be significant. Furthermore, the Company applies temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two Model Rules as prescribed in IAS No. 12 “Income Taxes”. Accordingly, it did not recognize deferred tax assets and liabilities related to the global minimum top-up tax and does not disclose information related to deferred income tax.

F-10 5

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

36.	Earnings per Share
(a)	Basic earnings per share for the years ended December 31, 2022, 2023 and 2024 were as follows:
---	---
(in Won, except share information)	2022		2023		2024
---	---	---	---	---	---	---
Profit attributable to controlling interest	￦	3,157,536,155,264		1,698,202,436,726		1,125,379,754,922
Interests of hybrid bonds, net of tax		(1,078,164,383)		—		—
Weighted-average number of common shares outstanding(*1)		75,814,870		75,869,542		75,767,552
Basic earnings per share	￦	41,634		22,383		14,853
(*1)	The weighted-average number of common shares used to calculate basic earnings per share are as follows:
---	---
(shares)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Total number of common shares issued		84,571,230			84,571,230			83,761,569
Weighted-average number of treasury shares		(8,756,360	)		(8,701,688	)		(7,994,017	)
Weighted-average number of common shares outstanding		75,814,870			75,869,542			75,767,552
(b)	The Company has potentially issuable common shares due to its exchangeable bonds as of December 31, 2022, 2023 and 2024 and Share-based Payment Program as of December 31, 2022<br>and 2023<br>. The effect from the Share-based Payment Program was excluded from the calculation of diluted earnings per share for the year ended December 31, 2022 due to anti-dilutive effect. Meanwhile, diluted earnings per share is equal to basic earnings per share for the year ended December 31, 2023 due to anti-dilutive effect. Diluted earnings per share for the years ended December 31, 2022, 2023 and 2024 are calculated as follows:
---	---
(in Won, except share information)	2022			2023		2024
---	---	---	---	---	---	---	---	---
Profit attributable to controlling interest	￦	3,157,536,155,264			1,698,202,436,726		1,125,379,754,922
Interests of hybrid bonds, net of tax		(1,078,164,383	)		—		—
Gain from exchange rate on and		(55,751,463,819	)		—		(139,569,768,850	)
Adjusted weighted-average number of common shares(*1)		78,906,375			75,869,542		77,990,432
Diluted earnings per share	￦	39,296			22,383		12,640

F-10 6

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(*1)	The weighted-average number of common shares used to calculate diluted earnings per share are as follows:
(shares)	2022		2023		2024
---	---	---	---	---	---	---
Weighted-average number of common shares outstanding		75,814,870		75,869,542		75,767,552
Weighted-average number of potential common share		3,091,505		—		2,222,880
Adjusted weighted-average number of common shares		78,906,375		75,869,542		77,990,432
37.	Related Party Transactions
---	---
(a)	Related parties of the Company as of December 31, 2024 were as follows:
---	---
Type	Company
---	---
Investments in associates and joint ventures	[Domestic]<br> <br>POSCO MC MATERIALS, Samcheok Blue Power Co., Ltd., SNNC and others.
	[Foreign]<br> <br>Roy Hill Holdings Pty Ltd, POSCO-NPS Niobium LLC, KOBRASCO, PT NICOLE METAL INDUSTRY, HBIS-POSCO Automotive Steel Co., Ltd,<br> <br>South-East Asia Gas Pipeline Company Ltd., 9404-5515 Quebec Inc., AES Mong Duong Power Company Limited, KOREA LNG LTD., Nickel Mining Company SAS and others.

F-10 7

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(b)	Significant transactions between the Company and its related parties for the years ended December 31, 2022, 2023 and 2024 are as follows:
1)	For the year ended December 31, 2022
---	---
(in millions of Won)	Sales and others				Purchase and others
---	---	---	---	---	---	---	---	---	---	---
	Sales		Dividends		Others		Purchase of<br>material		Others
Associates and joint ventures(*3)
New Songdo International City Development, LLC	￦	270,465		—		—		—		148
SNNC		164,807		5,348		420		761,753		1,755
Noeul Green Energy Co., Ltd.		5,531		—		—		—		1,716
CSP - Compania Siderurgica do Pecem(*1)		7,173		—		576		126,123		22,663
Zhongyue POSCO (Qinhuangdao) Tinplate Industrial Co., Ltd(*2)		17,824		—		—		24,190		—
POS-SEAH STEEL WIRE (TIANJIN) CO., Ltd.		14,863		—		—		—		—
POSCO SeAH Steel Wire (Nantong) Co., Ltd.		32,007		—		—		357		—
South-East Asia Gas Pipeline Company Ltd.		—		14,541		2,974		—		—
POSCO MC MATERIALS		137,977		24,000		—		6,018		—
Samcheok Blue Power Co., Ltd.		502,259		9,992		26		—		—
Pocheon-Hwado Highway Corp.		93,428		—		—		—		—
UITrans LRT Co., Ltd.		—		—		—		—		—
Roy Hill Holdings Pty Ltd.		—		233,593		—		1,673,838		—
Others		647,810		347,190		17,154		521,148		122,289
	￦	1,894,144		634,664		21,150		3,113,427		148,571
(*1)	CSP - Compania Siderurgica do Pecem was excluded from the associate due to the sale of its shares during the year ended December 31, 2023.
---	---
(*2)	Zhongyue POSCO (Qinhuangdao) Tinplate Industrial Co., Ltd was excluded from the associate due to the sale of its shares during the year ended December 31, 2022.
---	---
(*3)	As of December 31, 2022, the Company provided guarantees to related parties.
---	---
2)	For the year ended December 31, 2023
---	---
(in millions of Won)	Sales and others						Purchase and others
---	---	---	---	---	---	---	---	---	---	---
	Sales		Dividends		Others		Purchase of<br>material		Others
Associates and joint ventures(*1)
New Songdo International City Development, LLC	￦	208,536		—		1,484		—		279
SNNC		164,827		—		87		637,638		1,749
Noeul Green Energy Co., Ltd.		6,499		—		28		—		10,320
POS-SEAH STEEL WIRE (TIANJIN) CO., Ltd.		14,477		—		—		—		—
POS-SeAH Steel Wire (Nantong) Co., Ltd.		43,811		—		—		73		—
South-East Asia Gas Pipeline Company Ltd.		—		59,295		—		—		—
POSCO MC MATERIALS		113,542		9,000		—		6,861		1,564
Samcheok Blue Power Co., Ltd.		503,283		10,020		—		—		—
Pocheon-Hwado Highway Corp.		160,233		—		—		—		—
Roy Hill Holdings Pty Ltd.		—		367,445		—		1,611,073		—
Others		474,846		212,578		14,970		590,717		102,067
	￦	1,690,054		658,338		16,569		2,846,362		115,979
(*1)	As of December 31, 2023, the Company provided guarantees to related parties.
---	---

F-10 8

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	For the year ended December 31, 2024
(in millions of Won)	Sales and others						Purchase and others
---	---	---	---	---	---	---	---	---	---	---
	Sales		Dividends		Others		material		Others
Associates and joint ventures(*1)
New Songdo International City Development, LLC	￦	216,657		—		1,427		—		145
SNNC		121,658		—		8		377,168		3,620
POSCO-SAMSUNG-SLOVAKIA PROCESSING CENTER		43,098		—		—		781		—
Gunggi Green Energy		31,036		—		—		—		6,675
POS-SEAH STEEL WIRE(TIANJIN)CO., Ltd.		13,733		—		—		—		—
POS SeAH Steel Wire (Nantong) Co., Ltd.		52,993		—		—		243		—
South-East Asia Gas Pipeline Company Ltd.		—		64,208		—		—		—
POSCO MC MATERIALS		137,209		1,800		—		8,107		526
Samcheok Blue Power Co., Ltd.		377,636		10,993		946		—		—
Pocheon-Hwado Highway Corp.		59,691		—		—		—		65
HBIS-POSCO Automotive Steel Co., Ltd.		41,369		—		—		37,241		—
Roy Hill Holdings Pty Ltd.		—		284,541		260		1,729,832		—
Others		421,095		149,647		4,434		520,477		255,084
	￦	1,516,175		511,189		7,075		2,673,849		266,115
(*1)	As of December 31, 2024, the Company provided guarantees to related parties (see Note 38).
---	---

(c)	The balances of receivables and payables arising from significant transactions between the Company and its related parties as of December 31, 2023 and 2024 are as follows:
1)	December 31, 2023
---	---
(in millions of Won)	Receivables(*1)								Payables
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Trade accounts<br>and notes<br>receivable		Loan		Others		Total		Trade accounts<br>and notes<br>payable		Others		Total
Associates and joint ventures
New Songdo International City Development, LLC	￦	15,260		—		1,497		16,757		—		39,089		39,089
Gunggi Green Energy		10,714		—		8,450		19,164		—		149		149
POSCO(Guangdong) Automotive Steel Co., Ltd.		59,910		—		3		59,913		52,961		—		52,961
AMCI (WA) PTY LTD		—		110,540		—		110,540		—		—		—
HBIS-POSCO Automotive Steel Co., Ltd.		21,912		—		103		22,015		1,805		8,837		10,642
POS-SEAHSTEELWIRE (TIANJIN) CO., Ltd.		4,086		—		—		4,086		—		—		—
Samcheok Blue Power Co., Ltd.		162,759		—		213		162,972		—		9,605		9,605
Nickel Mining Company SAS		—		64,197		582		64,779		—		358		358
POS-SeAH Steel Wire(Nantong) Co., Ltd.		14,162		—		—		14,162		—		—		—
POSCO MC MATERIALS		13,835		—		82		13,917		1,156		—		1,156
Pocheon-Hwado Highway Corp.		33,944		—		—		33,944		—		7,712		7,712
UITrans LRT Co., Ltd.		—		46,335		8,395		54,730		—		2,398		2,398
Roy Hill Holdings Pty Ltd.		88,217		—		22,002		110,219		263,440		—		263,440
SNNC		15,072		—		60		15,132		25,352		1,731		27,083
FQM Australia Holdings Pty Ltd.		—		256,938		1,394		258,332		—		—		—
Others		17,499		16,589		124,849		158,937		4,837		5,599		10,436
	￦	457,370		494,599		167,630		1,119,599		349,551		75,478		425,029
(*1)	As of December 31, 2023, the <br>Company<br> recognized allowance for doubtful accounts for receivables amounting to<br> <br>￦<br>404,872 million.
---	---

F-10 9

Table of Contents

POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	December 31, 2024
(in millions of Won)	Receivables(*1)								Payables
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Trade accounts<br>and notes<br>receivable		Loan		Others		Total		Trade accounts<br>and notes<br>payable		Others		Total
Associates and joint ventures
New Songdo International City Development, LLC	￦	96,730		—		1,657		98,387		—		30,087		30,087
Gunggi Green Energy		5,846		—		10,706		16,552		—		567		567
POSCO(Guangdong) Automotive Steel Co., Ltd.		46,547		6,162		—		52,709		48,866		—		48,866
AMCI (WA) PTY LTD		—		142,767		—		142,767		—		—		—
HBIS-POSCO Automotive Steel Co., Ltd.		13,924		—		—		13,924		5,483		1,922		7,405
POS-SEAH STEELWIRE(TIANJIN)CO., Ltd.		5,970		—		—		5,970		—		—		—
Samcheok Blue Power Co., Ltd.		189,173		—		148		189,321		—		77,187		77,187
Nickel Mining Company SAS		—		68,793		122		68,915		—		358		358
POS-SeAH Steel Wire(Nantong) Co., Ltd.		19,628		—		—		19,628		—		—		—
POSCO MC MATERIALS		14,544		—		168		14,712		1,314		357		1,671
Pocheon-Hwado Highway Corp.		10,985		—		—		10,985		—		—		—
UITrans LRT Co., Ltd.		13,592		51,051		9,187		73,830		—		—		—
Roy Hill Holdings Pty Ltd.		25,023		—		8,836		33,859		356,234		25		356,259
SNNC		12,861		—		70		12,931		10,322		1,298		11,620
FQM Australia Holdings Pty Ltd.		—		292,764		—		292,764		—		—		—
Others		27,728		19,730		138,239		185,697		10,168		10,129		20,297
	￦	482,551		581,267		169,133		1,232,951		432,387		121,930		554,317
(*1)	As of December 31, 2024, the Company recognized allowance for doubtful accounts for receivables<br> <br>of<br> <br>￦<br>506,673 million.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(d)	Significant financial transactions between the Company and its related parties for the years ended December 31, 2022, 2023 and 2024 are as follows:
1)	For the year ended December 31, 2022
---	---
(in millions of Won)	Beginning		Lend		Collect			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	29,099		7,460		(5	)		(44	)		36,510
South-East Asia Gas Pipeline Company Ltd.		47,423		—		(45,639	)		(1,784	)		—
PT. Tanggamus Electric Power		4,690		—		—			324			5,014
PT. Wampu Electric Power		5,651		—		(1,876	)		213			3,988
PT. POSMI Steel Indonesia		2,371		—		(2,371	)		—			—
Nickel Mining Company SAS		62,611		—		—			413			63,024
KRAKATAU POS-CHEM DONG-SUH CHEMICAL		4,742		—		(1,264	)		324			3,802
POS-SeAH Steel Wire (Thailand) Co., Ltd.		7,113		—		—			491			7,604
AMCI (WA) PTY LTD		91,665		6,975		—			5,641			104,281
POS-AUSTEM YANTAI AUTOMOTIVE CO.,LTD		5,928		—		(6,548	)		620			—
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		9,484		—		—			654			10,138
Hyo-chun Co., Ltd.		2,382		—		—			—			2,382
POS-AUSTEM Suzhou Automotive Co., Ltd		17,783		—		(6,069	)		959			12,673
FQM Australia Holdings PTY Ltd		213,336		20,051		—			14,481			247,868
POHANG E&E Co., LTD		—		100		—			—			100
POSCO(Guangdong) Automotive Steel Co., Ltd.		—		35,131		—			—			35,131
	￦	504,278		69,717		(63,772	)		22,292			532,515
(*1) Includes adjustments of foreign currency translation differences and others.
2) For the year ended December 31, 2023
(in millions of Won)	Beginning		Lend		Collect			Others(*1)			Ending
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	36,510		9,825		—			—			46,335
PT. Tanggamus Electric Power		5,014		—		(270	)		82			4,826
PT. Wampu Electric Power		3,988		—		(4,063	)		75			—
Nickel Mining Company SAS		63,024		—		(2,322	)		3,495			64,197
KRAKATAU POS-CHEMDONG-SUH CHEMICAL		3,802		—		(1,323	)		100			2,579
POS-SeAH Steel Wire (Thailand) Co., Ltd.		7,604		—		(7,828	)		224			—
AMCI (WA) PTY LTD		104,281		6,620		—			1,276			112,177
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		10,138		—		(5,321	)		341			5,158
Hyo-chun Co., Ltd.		2,382		—		—			—			2,382
POS-AUSTEM Suzhou Automotive Co., Ltd.		12,673		—		(13,219	)		546			—
FQM Australia Holdings Pty Ltd.		247,868		2,637		—			6,433			256,938
POHANG E&E Co., LTD		100		1,546		—			—			1,646
POSCO(Guangdong) Automotive Steel Co., Ltd.		35,131		225,182		(246,259	)		278			14,332
	￦	532,515		245,810		(280,605	)		12,850			510,570
(*1)	Includes adjustments of foreign currency translation differences and others.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	For the year ended December 31, 2024
(in millions of Won)	Beginning		Lend		Collect			Others(*1)			Ending
---	---	---	---	---	---	---	---	---	---	---	---	---
Associates and joint ventures
UITrans LRT Co., Ltd.	￦	46,335		4,718		—			(2	)		51,051
PT. Tanggamus Electric Power		4,826		—		(1,288	)		316			3,854
Nickel Mining Company SAS		64,197		—		—			4,596			68,793
KRAKATAU POS-CHEM DONG-SUH CHEMICAL		2,579		—		(1,379	)		270			1,470
Hyo-chun Co., Ltd.		2,382		—		—			—			2,382
AMCI (WA) PTY LTD		112,177		6,499		—			24,091			142,767
POS-AUSTEM WUHAN AUTOMOTIVE CO.,LTD		5,158		—		—			478			5,636
FQM Australia Holdings Pty Ltd.		256,938		3,126		—			32,700			292,764
POHANG E&E Co., LTD		1,646		1,582		—			—			3,228
POSCO(Guangdong) Automotive Steel Co., Ltd.		14,332		59,402		(68,294	)		722			6,162
Gale International Korea, LLC		—		100		—			—			100
P&O Chemical Co., Ltd.		—		3,060		—			—			3,060
	￦	510,570		78,487		(70,961	)		63,171			581,267
(*1)	Includes adjustments of foreign currency translation differences and others.
---	---

(e)	For the years ended December 31, 2023 and 2024, there were additional investments in associates and joint ventures. (See Note 11 “Investments in Associates and Joint ventures”)
(f)	For the years ended December 31, 2022, 2023 and 2024, details of compensation to key management officers are as follows:
---	---
(in millions of Won)	2022		2023		2024
---	---	---	---	---	---	---
Short- term benefits	￦	174,629		199,608		190,253
Long- term benefits		9,182		9,641		9,858
Retirement benefits		22,106		38,934		29,261
	￦	205,917		248,183		229,372

Key management officers include directors (including non-standing directors), executive officers and fellow officers who have significant influences and responsibilities in the Company’s business and operations.

38.	Commitments and Contingencies
(a)	Contingent liabilities
---	---

Contingent liabilities can change due to unforeseen circumstances; therefore, management continuously reviews whether the likelihood of an outflow of resources embodying economic benefits has increased. Except in extremely rare circumstances where it cannot be reliably estimated, if the likelihood of an outflow of future economic benefits has increased, even if it had been treated as a contingent liability in the past, such changes in likelihood are recognized as a provision in the consolidated financial statements for the period in which the change occurred.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

Management makes estimates and assumptions that affect disclosures of commitments and contingencies. All estimates and assumptions are based on the evaluation of current circumstances and appraisals with the supports of internal and/or external specialists.

Management regularly analyzes the most current information on contingent events and provides information regarding provisions related to contingent losses, including potential estimated legal costs. Such assessments are based on the consultations with internal and external legal counsel. In making the decision on the recognition of a provision, management considers the likelihood of an outflow of resources embodying economic benefits to settle the obligation and the possibility of making a reliable estimate of the amount.

(b)	Details of guarantees

1) Contingent liabilities on outstanding guarantees provided by the Company as of December 31, 2024 are as follows:

(in millions of Won)			Guarantee limit				Guarantee amount
Guarantor	Guarantee beneficiary	Financial institution	Foreign currency		Won<br><br><br>equivalent		Foreign<br><br><br>currency		Won<br><br><br>equivalent
[The Company]
POSCO HOLDINGS INC.	POSCO Asia Co., Ltd.	Credit Agricole and others	USD	125,000,000		183,750		—		—
	POSCO Argentina S.A.U	HSBC and others	USD	1,079,900,000		1,587,453		745,941,390		1,096,533
POSCO	POSCO-VIETNAM Co., Ltd.	Shinhan Bank and others	USD	110,000,000		161,700		49,999,999		73,500
	POSCO ASSAN TST STEEL INDUSTRY Inc	Citibank and others	USD	122,850,000		180,590		122,850,000		180,590
	POSCO COATED STEEL (THAILAND) CO., LTD.	HSBC and others	THB	4,800,000,000		206,400		2,352,000,000		101,136
POSCO INTERNATIONAL Corporation	GOLDEN LACE POSCO INTERNATIONAL CO., LTD.	POSCO Asia Co., Ltd.	USD	13,200,000		19,404		11,000,000		16,170
	PT. Bio Inti Agrindo	BTPN and others	IDR	902,400,000,000		82,209		902,400,000,000		82,209
	POSCO ASSAN TST STEEL INDUSTRY	Woori Bank Hong Kong and others	USD	13,650,000		20,066		13,650,000		20,066
	POSCO INTERNATIONAL Deutschland GmbH	Bank Mendes Gans Amsterdam	USD	50,000,000		73,500		18,719,280		27,517
	POSCO INTERNATIONAL JAPAN Corp.							6,370,603		9,365
	POSCO INTERNATIONAL AMERICA Corp.							—		—
	POSCO INTERNATIONAL SINGAPORE Pte. Ltd.							—		—
	POSCO INTERNATIONAL Malaysia SDN BHD							—		—
	POSCO INTERNATIONAL ITALIA S.R.L.							—		—
	POSCO INTERNATIONAL MEXICO S.A. de C.V.							—		—

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)			Guarantee limit				Guarantee amount
Guarantor	Guarantee beneficiary	Financial institution	Foreign currency		Won<br><br><br>equivalent		Foreign<br><br><br>currency		Won<br><br><br>equivalent
	POSCO INTERNATIONAL AUSTRALIA HOLDINGS PTY LTD							—		—
	POSCO INTERNATIONAL MEXICO E-MOBILITY S.A DE C.V.							—		—
	POSCO INTERNATIONAL POLAND E-MOBILITY Sp.z.o.o							—		—
	POSCO INTERNATIONAL E&P MALAYSIA SDN. BHD.	SC MALAYSIA	USD	5,000,000		7,350		5,000,000		7,350
	PT. KRAKATAU POSCO ENERGY	POSCO Asia Co., Ltd. and others	USD	102,903,407		151,268		41,301,000		60,712
	POSCO INTERNATIONAL MEXICO E-MOBILITY S.A DE C.V.	Export-Import Bank of Korea and others	USD	31,054,800		45,651		30,379,000		44,657
	PT POSCO INTERNATIONAL ENP INDONESIA	PT Bank Negara Indonesia	USD	750,000		1,103		750,000		1,103
POSCO Eco & Challenge Co., Ltd.	POSCO E&C Vietnam Co., Ltd.	POSCO Asia Co., Ltd.	USD	13,000,000		19,110		13,000,000		19,110
POSCO STEELEON CO.,LTD.	Myanmar POSCO C&C Company, Limited.	POSCO Asia Co., Ltd.	USD	13,986,947		20,561		13,986,947		20,561
POSCO FUTURE M CO., LTD.	ULTIUM CAM LIMITED PARTNERSHIP	Investissement Quebec, Strategic Innovation Fund	CAD	299,562,500		306,740		232,265,400		237,830
[Associates and joint ventures]
POSCO HOLDINGS INC.	Nickel Mining Company SAS	SMBC	EUR	46,000,000		70,322		46,000,000		70,322
POSCO	POSUK Titanium LLP	Shinhan Bank	USD	12,750,000		18,743		12,750,000		18,743
POSCO INTERNATIONAL Corporation	GLOBAL KOMSCO Daewoo LLC	Hana Bank Bahrain	USD	6,650,000		9,776		5,950,000		8,747
POSCO Eco & Challenge Co., Ltd.	Chun-cheon Energy Co., Ltd	Kookmin Bank and others	KRW	149,200		149,200		126,360		126,360
[Others]
POSCO Eco & Challenge Co., Ltd.	Subcontractors for maintenance projects, etc.	Kookmin Bank and others	KRW	913,369		913,369		493,319		493,319
POSCO AUSTRALIA PTY LTD	Department of Trade and Investment (NSW Government) and others	Woori Bank and others	AUD	18,112,062		16,549		18,112,062		16,549
PT. Bio lnti Agrindo	KSU Mandob Sejatera	Bank Muamalat	IDR	80,000,000,000		7,288		22,933,333,333		2,089
POSCO COATED STEEL (THAILAND) CO., LTD.	AMATA NATURAL GAS DISTRIBUTION	SC Bank
	COMPANY LIMITED and others		THB	54,569,000		2,346		54,569,000		2,346
	BUREAU OF INDIAN STANDARDS (BIS)	SC Bank	USD	10,000		15		10,000		15
POSCO Maharashtra Steel Private Limited	Gail India and others	HSBC and others	INR	833,764,043		14,329		833,764,043		14,330

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	The details of credit enhancements by types of the Company’s PF business as of December 31, 2024 are as follows:
①	Maintenance projects and others
---	---
a.	Details of PF credit enhancements including debt assumption and supplemental funding agreement and maturity of the related loans as follows:
---	---
(in millions of Won)
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Provider	Projects(*1)		Borrower		Type		Credit<br>enhancement<br>measures		Agreed<br>amount		Executed<br>amount		Total		Within<br>3<br>months		3~6<br>months		6<br>months<br>~1 year		1 year<br>~2<br>years		2 years<br>~3<br>years		After 3<br>years
[The Company]
POSCO Eco & Challenge Co., Ltd.		Other<br>projects		JB CLARK HILLS<br>CORP		Main PF		Debt<br>assumption	￦	48,510		40,425		40,425		—		—		40,425		—		—		—
[Associates and joint ventures]
POSCO Eco & Challenge Co., Ltd.		Other<br>projects		New Songdo<br>International City<br>Development, LLC		Mortgage<br>loan		Debt<br>assumption		494,000		294,900		294,900		—		66,400		—		—		228,500		—
[Others]
POSCO Eco & Challenge Co., Ltd.		Maintenance<br>projects		Bangbae<br>Shindonga<br>Apartment<br>Reconstructionand<br>Maintenance<br>Project<br>Association, etc.		Main PF		Debt<br>assumption		1,010,126		483,423		483,423		43,708		33,600		124,945		85,432		87,917		107,821
		Other<br>projects		Civic Center PFV		Main PF		Debt<br>assumption		45,000		45,000		45,000		—		—		—		—		—		45,000
		Other<br>projects		LandmarkSewoon		Main PF		Debt<br>assumption		50,000		50,000		50,000		—		—		—		—		—		50,000
		Other<br>projects		DAON INP Co.,<br>Ltd.		Main PF		Joint<br>guarantee		36,000		11,430		11,430		—		—		11,430		—		—		—
		Other<br>projects		Jeonju Eco-city		Main PF		Debt<br>assumption		53,300		22,800		22,800		—		—		—		22,800		—		—
POSCO DX Co., Ltd.		Other<br>projects		Jeonnong school<br>keeper co. and<br>others(*2)		Main PF		Supplemental<br>funding<br>agreement		123,309		44,062		44,062		—		—		—		—		—		44,062
										1,317,735		656,715		656,715		43,708		33,600		136,375		108,232		87,917		246,883
									￦	1,860,245		992,040		992,040		43,708		100,000		176,800		108,232		316,417		246,883
(*1)	The maintenance project mainly consists of reconstruction and condominium construction projects, and other projects such as office buildings, retail shops, warehouses, and educational facilities.
---	---
(*2)	The obligation to supplement funding has been included in the <br>Company’s<br> proportionate interests. The execution amount of the supplement funding obligation may vary depending on the fulfillment of such obligations by other construction investors or operational investors. <br>(Including other interests: guarantee limit of ￦<br>1,122,320 million, outstanding loan balance of <br>￦<br>404,459 million)
---	---

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

b.	The details of conditional debt assumption and principal repayment contracts in the event of construction default as of December 31, 2024 are as follows:
(in millions of Won)		Contract amount		Contingency amount(1)(2)		Balance of loans
---	---	---	---	---	---	---	---
Maintenance projects	Total amount	￦	9,904,615		4,010,141		2,088,579
	Amount attributable to the Company		6,921,795		2,788,107		1,314,376
(*1)	The overlapping amount with other credit enhancements such as the debt assumption agreement at the time of loan origination amounted to<br> <br>￦<br>41,065 <br>million for maintenance projects.
---	---
(*2)	In the case of joint subcontracting projects, the total joint guarantee amount of the project participants is disclosed. The final execution amount of completion may vary depending on reasons attributable to project participants upon actual completion.
---	---
c.	The details of contingencies of claim for damages in the event of construction default as of December 31, 2024 are as follows:
---	---
(in millions of Won)
---	---	---	---	---	---	---	---
	Number of constructions	Contract<br>amount		Contingency<br>amount(1)(2)		Balance<br>of loans
Maintenance projects	Total amount	￦	305,519		76,000		20,000
	Amount attributable to the Company		305,519		76,000		20,000
Other projects	Total amount		11,899,491		11,618,900		7,722,354
	Amount attributable to the Company		11,002,354		11,260,970		7,405,322
	Total amount		12,205,010		11,694,900		7,742,354
	Amount attributable to the Company	￦	11,307,873		11,336,970		7,425,322
(*1)	The overlapping amount with other credit enhancement such as the debt assumption agreement at the time of loan origination amounted to<br> <br>￦<br>106,430 million for the maintenance projects.
---	---
(*2)	In the case of joint subcontracting projects, the total joint guarantee amount of the project participants is disclosed. The final execution amount of completion may vary depending on reasons attributable to the project participants upon actual completion.
---	---
②	SOC projects
---	---
(in millions of Won)
---	---	---	---	---	---	---
Provider	Recipient	Credit enhancement<br> <br>measures	Approved<br><br><br>amount		Remaining balance<br><br><br>after repayment
[Associates and joint ventures]
POSCO DX Co., Ltd.	UITrans LRT Co., Ltd(*1)	Providing funds and debt assumption	￦	81,883		28,371
	Pocheon-Hwado Highway Corp.(*2)	Providing funds		24,923		22,323
POSCO Eco & Challenge Co., Ltd.	UITrans LRT Co., Ltd(*1)	Providing funds and debt assumption		205,051		142,081
	Pocheon-Hwado Highway Corp.(*2)	Providing funds		319,526		286,182
	POHANG E&E Co., LTD(*3)	Providing funds and supplemental funding agreement		71,930		45,064
	Pureun Tongyeong Enviro Co., Ltd.(*3)	Providing funds		22,714		10,924
	Pure Gimpo.Co., Ltd(*3)	Providing funds		51,565		23,223
	Clean Iksan Co., Ltd(*3)	Providing funds		44,054		`22,140
				821,646		580,308

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won)
Provider	Recipient	Credit enhancement<br> <br>measures	Approved<br><br><br>amount		Remaining balance<br><br><br>after repayment
[Others]
POSCO DX Co., Ltd.	Western Inland highway CO., LTD.	Providing funds		47,348		30,376
POSCO Eco & Challenge Co., Ltd.	Western Seoul highway CO., LTD. and others	Supplemental funding agreement		62,720		29,391
	Western Inland highway CO., LTD. and others	Providing funds		2,753,470		1,459,302
	Pohang Youngil Bay New Port	Debt assumption		2,250		1,440
	Busan Sanseong Tunnel	Refinancing		26,750		26,750
				2,892,538		1,547,259
			￦	3,714,184		2,127,567
(*1)	The <br>Company<br> provides a funding <br>obligation agreement<br> of <br>￦<br>71,034 million (including other shares: <br>￦<br>249,700 million) equivalent to the <br>Company<br>’s shares of the loan balance for the private investment project.
---	---
(*2)	The <br>Company<br> provides a funding <br>obligation agreement<br>of <br>￦<br>308,505 million (including other shares: <br>￦<br>558,077 million) equivalent to the <br>Company<br>’s shares of the loan balance for the private investment project.
---	---
(*3)	The <br>Company<br> provides a funding <br>obligation agreement<br> of <br>￦<br>98,079 million (including other shares: <br>￦<br>179,179 million) equivalent to the <br>Company<br>’s shares of the loan balance for the private investment project.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	Other guarantees
①	As of December 31, 2024, the payment guarantees that the Company provides to clients, such as contract performance guarantees, installment guarantees, and defect guarantees, by subscribing to insurance policies with insurance companies or issuing guarantee certificates are as follows:
---	---
(in millions of Won)
---	---	---	---	---	---	---	---
Provider of credit<br> <br>enhancement	Recipient of credit<br>enhancement	Types of guarantees	Agreed amount		Executed amount		Guarantor
[Subsidiaries]
POSCO Eco & Challenge Co., Ltd.	Ventanas Philippines Construction Inc	Guarantee on performance for contracts and others	￦	11,476		11,476	Credit Agricole and others
[Associates and joint ventures]
POSCO Eco & Challenge Co., Ltd.	PT. Tanggamus Electric Power	Letter of credit		2,998		2,998	Hana Bank
	PT. Wampu Electric Power	Letter of credit		2,646		2,646	Hana Bank
				5,644		5,644
[Others]
POSCO Eco & Challenge Co., Ltd.	DAEWOO ENGINEERING & CONSTRUCTION Co., Ltd	Guarantee on performance for construction		8,429,886		8,425,499	Construction Guarantee Cooperative
POSCO WIDE Co., Ltd	Human Eco-Land Co., Ltd.	Guarantee on performance and others		3,154		3,154	Seoul Guarantee Insurance
POSCO M-TECH	KOREA AEROSPACE INDUSTRIES, LTD. and others	Guarantee on performance		3,080		3,080	Seoul Guarantee Insurance
Shinan Green Energy Co.,LTD.	Shinan-gun, Jeollanam-do	Guarantee on performance		2,963		2,963	Seoul Guarantee Insurance
Korea Fuel Cell	Korea Western Power Co., Ltd	Guarantee on performance		1,685		1,685	Seoul Guarantee Insurance
				8,440,768		8,436,381
			￦	8,457,888		8,453,501
②	As of December 31, 2024, the primary payment guarantees and others, that the Company is provided from the guarantee institution are as follows:
---	---
(in millions of Won)
---	---	---	---	---	---
Provider	Types of guarantees	Agreed amount		Executed amount
Construction Guarantee Cooperative	Subcontractor Payment Guarantee and others	￦	7,286,664		7,286,664
Engineering guarantee insurance	Guarantee on performance for EPC contracts and others		901,168		513,163
Seoul Guarantee Insurance	Construction performance guarantee and others		567,904		567,904
Korea Housing & Urban Guarantee Corporation	Housing Guarantee and others		7,436,886		7,429,429
Woori Bank and others	Foreign currency guarantee		2,046,468		885,486
Korea software financial cooperative	Guarantee on performance for contracts		126,983		126,983
Seoul Guarantee Insurance	Guarantee on performance and others		45,630		45,630
Construction Guarantee Cooperative	Guarantee on performance		4,337		4,337
		￦	18,416,040		16,859,596

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Major commitments

Details of other commitments of the Company as of December 31, 2024 are as follows:

Company	Description
POSCO HOLDINGS INC.	As of December 31, 2024, POSCO HOLDINGS INC. entered into a commitment with KOREA ENERGY AGENCY for long-term foreign currency borrowings, which are limited up to the amount of USD 1.05 million. The borrowing is related to the exploration of gas hydrates in Western Fergana-Chinabad. The repayment of the borrowings depends on the success of the projects. POSCO HOLDINGS INC. is not liable for the repayment of full or part of the amount borrowed if the respective projects fail. POSCO HOLDINGS INC. has agreed to pay a certain portion of its profits under certain conditions, as defined by the borrowing agreements. As of December 31, 2024, the ending balance of the borrowing amounts to USD 1.02 million.<br> <br><br> <br>POSCO HOLDINGS INC. has deposited 83,671 treasury shares for exchange with the Korea Securities Depository in relation to foreign currency exchangeable bonds as of December 31, 2024.
POSCO	POSCO entered into long-term contracts to purchase iron ore, coal, nickel and others. The long-term purchase contract period is more than two years for iron ore, three years for coal, and one year for nickel. These contracts provide for periodic price adjustments based on the market price. As of December 31, 2024, 80 million tons of iron ore and 7 million tons of coal remained to be purchased under such long-term contracts.<br> <br><br> <br>POSCO entered into an agreement with Tangguh Liquefied Natural Gas (LNG) Consortium in Indonesia to purchase 550 thousand tons of LNG annually for 20 years commencing in August 2005. The purchase contract period and volume are 550,000 tons per year for 20 years from August 2005, and 120,000 tons from September 2025 to December 2026. The purchase price is subject to change, based on changes of the monthly standard oil price (JCC) and with a price ceiling.<br> <br><br> <br>POSCO has a long-term service contract for the transportation of raw material. As of December 31, 2024, there are 36 vessels under contract, and the average remaining contract period is about 6 years.<br> <br><br> <br>POSCO entered into an agreement (LNG SPA) with POSCO INTERNATIONAL SINGAPORE PTE LTD. to purchase 370 thousand tons of LNG annually for 15 years commencing in November 2026.<br><br>The purchase price is subject to change based on changes of U.S. Henry Hub Natural Gas Spot Price. POSCO has extension option of extending the purchase contract by five years.
POSCO INTERNATIONAL Corporation	POSCO INTERNATIONAL Corporation operates a ship-to-ship business in which ships are chartered from ship’s owners and leased out to shippers. POSCO INTERNATIONAL Corporation has entered into a ship purchase agreement with the ship owners and the shippers, which obliges the shippers to pay the agreed amount either at the end of the contract terms or at the agreed termination and to take over the ownership of the vessel from the ship owners. Only if the shipper fails to fulfill its obligation including payment obligation for the purchase of the vessel, POSCO INTERNATIONAL Corporation is obliged to take over the ship

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

Company	Description
	based on the condition that the shipper’s contractual obligations and rights are transferred to POSCO INTERNATIONAL Corporation. As of December 31, 2024, the shipper purchased one of the four chartered ship, resulting in the early termination of the ship purchase agreement.<br> <br><br> <br>The Company invested in the Ambatovy Nickel Project (DMSA/AMSA) in Madagascar through the Korea Ambatovy Consortium (KAC) formed with Korea Mine Rehabilitation and Mineral Resources Corporation (KOMIR) and STX Corporation. SHERRITT INTERNATIONAL CORP., the operator, transferred a portion of the project’s interests to Sumitomo and AHL (Ambatovy Holdings Limited) in December 2017, and transferred the remaining interests of the project to Sumitomo and AHL2 (Ambatovy Holdings II Limited) in August 2020. KAC has the rights and obligations to the<br>15.33% stake held by AHL and AHL2.
POSCO Eco & Challenge Co., Ltd.	As of December 31, 2024, according to the investor agreement for the construction of Samcheok Thermal Power Plant, POSCO Eco & Challenge Co., Ltd. is obligated to make contributions for core capital, unqualified investment, excess expenses occurred for business, and acceleration of payment.
(d)	Commitment for asset acquisition
---	---

The commitment amount for the acquisition of major assets that has not yet occurred as of December 31, 2024 is as follows:

(In millions of Won)	2024
Property, plant and equipment	￦	5,853,808
Intangible assets		27,859
Investments in associates and joint ventures		92,958
	￦	5,974,625
(e)	Litigation in progress
---	---

As of December 31, 2024, litigations in progress that POSCO HOLDINGS INC. and certain subsidiaries are defendants in legal actions arising from the normal course of business are as follows:

(in millions of Won, in thousands of foreign<br>currencies)
Company	Legal<br>actions		Claim amount			Won<br>equivalent		Description
POSCO HOLDINGS INC.		4		KRW	522		522	Lawsuit on claim for damages and others
POSCO		172		KRW	457,313		457,313	Lawsuit on claim for employee right and others
POSCO INTERNATIONAL Corporation		4		KRW	968		968	Lawsuit on claim for damages and others
		2		INR	4,469,396		76,829	Lawsuit on claim for payment on guarantees and others
		6		USD	74,570		109,617	Lawsuit on claim for damages and others
		1		PKR	124,775		659	Lawsuit on claim for damages
POSCO Eco & Challenge Co., Ltd.		112		KRW	210,631		210,631	Lawsuit on claim for damages and others
POSCO DX Co., Ltd.		1		BRL	14,819		3,526	Lawsuit on claim for damages

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(in millions of Won, in thousands of foreign<br>currencies)
Company	Legal<br>actions		Claim amount			Won<br>equivalent		Description
		15		KRW	7,527		7,527	Lawsuit on claim for damages and others
POSCO FUTURE MCO., LTD.		3		KRW	2,664		2,664	Lawsuit on claim for damages and others
POSCO A&C		4		KRW	3,403		3,403	Lawsuit on claim for damages and others
POSCO WIDE Co., Ltd.		1		KRW	123		123	Lawsuit on claim for damages and others
POSCO Mobility Solution Corporation		1		KRW	82		82	Lawsuit on claim for damages and others
POSCO INTERNATIONAL TEXTILE LLC		1		USD	2,389		3,512	Lawsuit on claim for contract settlement
POSCO ASIA COMPANY LIMITED		1		USD	80		117	Lawsuit on claim for damages and others
POSCO-China Holding Corp.		1		USD	1,290		1,896	Lawsuit on claim for damages and others
POSCO Engineering and Construction India Private Limited		2		INR	493,968		8,491	Lawsuit on claim for payment and others
POSCO ENGINEERING & CONSTRUCTION DO BRAZIL LTDA		53		BRL	180,818		43,024	Lawsuit on claim for payment on construction and others
POSCO INDIA PROCESSING CENTER PRIVATE LIMITED		1		INR	54,420		935	Lawsuit on claim for damages
POSCO INTERNATIONAL AMERICA CORP.		1		USD	3,000		4,410	Lawsuit over contract dispute and others
POSCO SOUTH EAST ASIA PTE. LTD.		2		USD	15,900		23,373	Lawsuit over contract dispute and others
Brazil Sao Paulo Steel Processing Center		7		BRL	6,729		1,601	Lawsuit on claim for labor and others
POSCO Thainox Public Company Limited		2		THB	3,480		150	Lawsuit on invalidation of a check
POSCO ASSAN TST STEEL INDUSTRY Inc.		24		USD	92		135	Lawsuit on claim for labor and others
POSCO Maharashtra Steel Private Limited		1		INR	9,500		163	Lawsuit on claim for labor and others
POSCO-India Private Limited		1		INR	2,466		42	Lawsuit on claim for wages
POSCO MPPC S.A. de C.V.		7		MXN	2,614		186	Lawsuit on claim for labor and others
POSCO(Chongqing) Automotive Processing Center Co., Ltd.		1		CNY	539		108	Lawsuit on claim for penalty payment
The <br>Company<br> has recorded a provision for contingent losses for <br>58<br> lawsuits, including those related to guarantee obligations, and reasonably estimating the likelihood of occurrence and the amount. (see Note 20)
---

For all the other lawsuits and claims, management does not believe the Company has any present obligations and therefore, the Company has not recognized any provisions as of December 31, 2024 for the matters.

(f)	Other contingent circumstances

Other major contingencies for the Company as of December 31, 2024 are as follows:

Company	Description
POSCO HOLDINGS INC.	POSCO HOLDINGS INC. has provided 3 blank checks to Korea Energy Agency as collateral for long-term foreign currency borrowings.
	The Company has a joint obligation with the company newly established through spin-off, POSCO, to discharge all liabilities (including financial guarantee contracts) incurred prior to the spin-off date.
POSCO INTERNATIONAL Corporation	As of December 31, 2024, POSCO INTERNATIONAL Corporation has provided 24 blank promissory notes and 18 blank checks to Korea Energy Agency and others as collateral for the guarantee on performance for contracts and others.
POSCO Eco & Challenge Co., Ltd.	As of December 31, 2024, POSCO Eco & Challenge Co., Ltd. has provided 38 blank checks and 4 blank promissory notes as collateral for agreements and outstanding loans.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

POSCO DX Co., Ltd.	As of December 31, 2024, POSCO DX Co., Ltd. has provided 7 blank checks to financial institutions as collateral for the guarantee on performance for contracts and others.
(g)	Other commitments
---	---

As of December 31, 2024, the Company has credit agreements for overdrafts, general loans, trade finance, and so forth with a number of financial institutions, including the Korea Development Bank. The total limit is ￦ 32,644,389 million, which is the Korean won equivalent of limits denominated in various foreign currencies.

Additional Information of Statement of Cash Flows

(a)	Changes in operating assets and liabilities for the years ended December 31, 2022, 2023 and 2024 were as follows:
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Trade accounts and notes receivable	￦	531,848			(982,726	)		1,353,908
Other receivables		(96,141	)		32,827			(192,707	)
Inventories		(195,309	)		1,312,800			914,744
Other current assets		(230,084	)		265,296			(124,125	)
Other non-current assets		42,767			(214,331	)		(11,645	)
Trade accounts and notes payable		141,925			(118,796	)		(376,277	)
Other payables		611,932			(301,561	)		56,936
Other current liabilities		(213,738	)		15,213			(1,020,242	)
Provisions		(295,624	)		(318,955	)		(213,235	)
Usable and profitable donation assets		—			—			101,557
Payments of severance benefits		(300,353	)		(263,548	)		(336,189	)
Plan assets		(59,461	)		(45,535	)		27,413
Other non-current liabilities		(306,251	)		(468,213	)		81,703
	￦	(368,489	)		(1,087,529	)		261,841

(b)	Changes in liabilities arising from financing activities for the years ended December 31, 2023 and 2024 were as follows:
1)	For the year ended December 31, 2023
---	---
(in millions of Won)	Liabilities												Derivatives<br><br> <br>that hedge<br><br> <br>borrowings
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Short-term<br>borrowings			Long-term<br>borrowings			Dividend<br>payable			Lease<br>liabilities
Beginning	￦	6,833,120			17,472,542			4,371			823,482			(191,497	)
Changes from financing cash flows		(2,524,077	)		3,356,103			(825,495	)		(222,829	)		102,707
Effect of changes in foreign exchange<br><br>rates		650,237			(139,863	)		—			38,909			—
Changes in fair values		—			305,562			—			—			(41,201	)
Other changes:
Decrease in retained earnings		—			—			720,770			—			—
Decrease in non-controlling interests		—			—			103,615			—			—
Interest expenses		—			16,755			—			41,109			—
Increase in right of use assets		—			—			—			243,649			—
Ending	￦	4,959,280			21,011,099			3,261			924,320			(129,991	)

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	For the year ended December 31, 2024
(in millions of Won)	Liabilities												Derivatives<br><br> <br>that hedge<br><br> <br>borrowings
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Short-term<br>borrowings			Long-term<br>borrowings			Dividend<br>payable			Lease<br>liabilities
Beginning	￦	4,959,280			21,011,099			3,261			924,320			(129,991	)
Changes from financing cash flows		(217,759	)		(1,633,370	)		(844,195	)		(195,367	)		181,397
Effect of changes in foreign exchange<br><br>rates		991,570			1,102,079			991			(3,696	)		—
Changes in fair values		—			(239,120	)		—			—			(833,973	)
Loss on bond redemption		—			7,063			—			—			—
Other changes:
Decrease in retained earnings		—			—			758,124			—			—
Decrease in non-controlling interest<br>s		—			—			86,001			—			—
Interest expenses		—			16,525			—			48,625			—
Increase in right of use assets		—			—			—			132,219			—
Ending	￦	5,733,091			20,264,276			4,182			906,101			(782,567	)
(c)	Material non-cash transactions for the years ended December 31, 2022, 2023 and 2024 are as follows:
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Transfer of construction-in-progress to property, plant and equipment and intangible assets	￦	2,341,113			3,782,059			7,193,949
Changes in accounts payable related to acquisition of <br>property, plant and equipment and intangible assets		(172,550	)		(113,447	)		(181,188	)
Retirement of treasury shares		567,473			—			431,107
	￦	2,736,036			3,668,612			7,443,868

Operating Segments and Geographic Information

(a)	The Company’s operating businesses are organized based on the nature of markets and customers. Segment assets, liabilities and profit (loss) are generally measured based on separate financial statements in accordance with IFRS of the subsidiaries that constitute reportable operating segments.

The Company has classified the operating segments as below. Also, businesses in which the subsidiaries in each segment operate are as follows:

Operating segments		Main Business
Steel		Manufacture and sales of steel products
Infrastructure	Trading	Supply and purchase transactions between domestic and foreign companies, power generation, and resource development
	Construction	Design, production and construction of steel mills and their facilities, commercial and residential facilities, etc.

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

	Logistics and others	Logistics, network and system integration business
Secondary Battery Materials		EV battery materials such as lithium, nickel, negative/cathode materials, and hydrogen business
Others		POSCO HOLDINGS. INC., Controlling company and Investment business
(b)	The segment profit or loss does not reflect the consolidation adjustments allocated to each entity and is determined in the same way as the consolidated profit for the period, in accordance with IFRS. The accounting policies applied to each segment are consistent with the accounting policies of the entities that make up the consolidated financial statements. Segment assets and liabilities are generally measured based on the total assets and total liabilities in accordance with IFRS before reflecting the consolidation adjustments allocated to the entity. Furthermore, segment assets and liabilities are based on the separate financial statements of the consolidated entities, not on a consolidated basis. Transactions between reporting segments include various levels of inter-segment transactions, which encompass the disposal of property, plant and equipment and the provision of construction services, among others.
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(c)	Information about reportable segments as of and for the years ended December 31, 2022, 2023 and 2024 are as follows:
1)	As of and for the year ended December 31, 2022
---	---
				Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Steel			Trading			Construction			Logistics<br>and<br>others			Secondary<br>Battery<br>Materials			Others			Total
External revenues	￦	44,546,966			29,517,938			7,667,696			436,479			2,451,785			129,340			84,750,204
Internal revenues		26,102,681			23,677,786			1,217,795			3,383,065			936,975			1,040,196			56,358,498
Including inter segment revenue		18,226,727			11,148,030			1,074,088			3,414,385			923,552			1,818,578			36,605,360
Total revenues		70,649,647			53,195,724			8,885,491			3,819,544			3,388,760			1,169,536			141,108,702
Interest income		141,047			51,869			68,774			9,662			22,708			(13,319	)		280,741
Interest expenses		(446,058	)		(202,000	)		(44,309	)		(11,462	)		(11,770	)		(84	)		(715,683	)
Depreciation and amortization		(3,036,041	)		(495,524	)		(64,813	)		(47,199	)		(94,416	)		(20,811	)		(3,758,804	)
Impairment loss on property, plant and equipment and others		(234,904	)		(23,096	)		(32	)		(231	)		(1,053	)		—			(259,316	)
Share of loss of equity-accounted investees, net		(6,239	)		(38,093	)		(2,792	)		—			—			(263,264	)		(310,388	)
Income tax expense		(565,353	)		(249,395	)		(92,715	)		(33,350	)		(14,120	)		(1,785,487	)		(2,740,420	)
Segment profit (losses)		1,711,940			716,204			137,911			103,155			109,209			(1,087,428	)		1,690,991
Segment total assets		66,143,103			20,014,447			8,878,530			2,291,983			6,652,469			51,421,190			155,401,722
Investment in subsidiaries, associates and joint ventures		2,659,443			2,771,602			565,873			6,809			600,277			44,951,810			51,555,814
Acquisition of non-current assets		3,287,878			700,425			53,708			48,195			1,169,725			370,837			5,630,768
Segment liabilities		25,111,665			12,736,310			4,937,907			1,044,261			2,127,424			4,156,863			50,114,430

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	As of and for the year ended December 31, 2023
				Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Steel			Trading			Construction			Logistics<br>and<br>others			Secondary<br>Battery<br>Materials			Others			Total
External revenues	￦	40,393,273			24,033,506			8,301,130			470,613			3,816,042			112,633			77,127,197
Internal revenues		23,145,425			18,910,246			1,966,373			3,475,340			1,005,844			1,449,581			49,952,809
Inter segment revenues		15,293,780			8,906,571			1,864,723			3,431,594			972,511			1,422,313			31,891,492
Total revenues		63,538,698			42,943,752			10,267,503			3,945,953			4,821,886			1,562,214			127,080,006
Interest income		281,530			66,398			100,682			15,837			39,339			73,550			577,336
Interest expenses		(718,937	)		(284,056	)		(105,102	)		(14,091	)		(57,638	)		(272	)		(1,180,096	)
Depreciation and amortization		(3,044,565	)		(508,161	)		(66,854	)		(54,219	)		(155,567	)		(16,126	)		(3,845,492	)
Impairment loss on property, plant and equipment and others		(305,437	)		(9,826	)		(28,031	)		—			(55,601	)		(10,657	)		(409,552	)
Share of income (loss) of equity-accounted investees, net		(182,668	)		(37,368	)		13,632			—			(67,248	)		(109,568	)		(383,220	)
Income tax expense		(595,457	)		(239,164	)		(95,364	)		(39,250	)		13,281			113,895			(842,059	)
Segment profits (losses)		1,241,211			723,929			183,453			170,959			(235,603	)		827,298			2,911,247
Segment total assets		66,224,069			19,650,557			9,631,691			2,476,842			10,909,515			51,957,529			160,850,203
Investment in subsidiaries, associates and joint ventures		3,855,038			2,933,140			481,672			9,999			1,550,524			45,084,972			53,915,345
Acquisition of non-current assets		3,748,163			553,955			119,438			137,237			2,795,447			162,639			7,516,879
Segment total liabilities		24,154,043			11,842,508			5,589,827			993,071			4,972,568			4,301,310			51,853,327

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Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

3)	As of and for the year ended December 31, 2024
				Infrastructure
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
(in millions of Won)	Steel			Trading			Construction			Logistics<br>and<br>others			Secondary<br>Battery<br>Materials			Others			Total
External revenues	￦	39,104,095			22,803,773			7,473,006			421,742			2,812,549			72,978			72,688,143
Internal revenues		23,096,825			20,099,480			2,356,572			3,717,459			1,017,302			2,038,172			52,325,810
Inter segment revenues		15,038,824			9,427,415			2,233,541			3,694,427			959,313			2,011,559			33,365,079
Total revenues		62,200,920			42,903,253			9,829,578			4,139,201			3,829,851			2,111,150			125,013,953
Interest income		279,469			72,208			158,867			18,902			47,525			85,128			662,099
Interest expenses		(699,586	)		(308,671	)		(146,885	)		(12,169	)		(117,040	)		(1,328	)		(1,285,679	)
Depreciation and amortization		(3,166,418	)		(492,626	)		(77,355	)		(61,578	)		(240,723	)		(19,964	)		(4,058,664	)
Impairment loss on property, plant and equipment and others		(273,160	)		(36,161	)		(8,420	)		(10,518	)		(331,717	)		(299	)		(660,275	)
Share of loss of equity-accounted investees, net		(321,718	)		(142,090	)		(111,476	)		—			(170,122	)		(392,074	)		(1,137,480	)
Income tax expense		(306,337	)		(189,573	)		(18,387	)		(46,996	)		203,475			62,923			(294,895	)
Segment profits (losses)		691,477			536,684			(194,292	)		104,022			(634,860	)		1,596,035			2,099,066
Segment total assets		66,585,437			21,012,507			9,270,877			2,592,169			15,090,058			50,946,666			165,497,714
Investment in subsidiaries, associates and joint ventures		4,339,321			3,080,324			276,994			12,165			2,397,830			45,407,650			55,514,284
Acquisition of non-current assets		3,589,327			916,654			29,033			252,499			4,717,540			256,826			9,761,879
Segment total liabilities		24,375,388			12,152,036			5,627,404			1,003,673			7,347,647			2,565,914			53,072,062
(d)	Reconciliations of total segment revenues, profit or loss, assets and liabilities, and other significant items to their respective consolidated financial statement line items are as follows:
---	---
1)	Revenues
---	---
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Total revenue for reportable segments	￦	141,108,702			127,080,006			125,013,953
Elimination of inter-segment revenue		(56,358,498	)		(49,952,809	)		(52,325,810	)
Basis difference(*2)		253,412			(70,648	)		771,265
	￦	85,003,616			77,056,549			73,459,408

F-12 7

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

2)	Profit
(in millions of Won)	2022			2023			2024
---	---	---	---	---	---	---	---	---	---
Total profit for reportable segments	￦	1,690,991			2,911,247			2,099,066
Goodwill and corporate fair value adjustments		(68,771	)		172,493			(64,791	)
Elimination of inter-segment losses (profits)		1,938,263			(1,237,891	)		(1,086,695	)
Income tax expense		453,883			789,305			303,623
Basis difference(*2)		33,125			272			75,027
Profit before income taxes	￦	4,047,491			2,635,426			1,326,230
3)	Assets
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Total assets for reportable segments(*1)	￦	160,850,203			165,497,714
Equity-accounted investees		(48,895,081	)		(50,775,491	)
Goodwill and corporate fair value adjustments		2,630,009			2,543,165
Elimination of inter-segment assets		(13,639,737	)		(13,861,189	)
Basis difference(*2)		540,922			39,536
	￦	101,486,316			103,443,735
4)	Liabilities
---	---
(in millions of Won)	2023			2024
---	---	---	---	---	---	---
Total liabilities for reportable segments(*1)	￦	51,853,327			53,072,062
Corporate fair value adjustments		242,251			221,537
Elimination of inter-segment liabilities		(10,814,081	)		(11,339,768	)
Basis difference(*2)		606,219			47,136
	￦	41,887,716			42,000,967
(*1)	As segment assets and liabilities are determined based on separate financial statements, the carrying amount of assets of subsidiaries, which are in a different segment from that of their immediate parent company, in the separate financial statements the immediate parent company is eliminated upon consolidation. In addition, the amount of investment in associates and joint ventures are adjusted from the amount reflected in segment assets to that determined using equity method in consolidated financial statements.
---	---
(*2)	Basis difference is related to the differences in recorded revenue and expenses for development and sale of certain residential real estates between the report reviewed by management and the consolidated financial statements.
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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

5)	Other significant items
a)	For the year ended December 31, 2022
---	---
(in millions of Won)	Total segment			Goodwill and<br>corporate<br>fair value<br>adjustments			Elimination of<br><br>inter-segment<br><br>transactions			Basis<br>difference(*1)			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Interest income	￦	280,741			—			(33,736	)		—			247,005
Interest expenses		(715,683	)		—			108,225			—			(607,458	)
Depreciation and amortization		(3,758,804	)		(95,195	)		166,378			—			(3,687,621	)
Share of profit (loss) of equity-accounted investees, net		(310,388	)		—			986,648			—			676,260
Income tax expense		(2,740,420	)		25,803			2,260,734			(7,651	)		(461,534	)
Impairment loss on property, plant and equipment and others		(259,316	)		—			(324,529	)		—			(583,845	)
	￦	(7,503,870	)		(69,392	)		3,163,720			(7,651	)		(4,417,193	)
b)	For the year ended December 31, 2023
---	---
(in millions of Won)	Total segment			Goodwill and<br>corporate<br>fair value<br>adjustments			Elimination of<br><br>inter-segment<br><br>transactions			Basis<br><br><br>difference(*1)			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Interest income	￦	577,336			—			(75,189	)		—			502,147
Interest expenses		(1,180,096	)		—			178,807			—			(1,001,290	)
Depreciation and amortization		(3,845,492	)		(99,347	)		121,559			—			(3,823,280	)
Share of profit (loss) of equity-accounted investees, net		(383,220	)		—			652,898			—			269,678
Income tax expense		(842,059	)		46,116			6,638			(62)			(789,367	)
Impairment loss on property, plant and equipment and others		(409,552	)		—			3,799			—			(405,753	)
	￦	(6,083,083)			(53,231	)		888,512			(62	)		(5,247,865	)
c)	For the year ended December 31, 2024
---	---
(in millions of Won)	Total segment			Goodwill and<br>corporate<br>fair value<br>adjustments			Elimination of<br><br>inter-segment<br><br>transactions			Basis<br>difference(*1)			Consolidated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
Interest income	￦	662,099			—			(85,317	)		—			576,782
Interest expenses		(1,285,679	)		—			234,168			—			(1,051,511	)
Depreciation and amortization		(4,058,664	)		(86,358	)		160,562			—			(3,984,460	)
Share of profit (loss) of equity-accounted investees, net		(1,137,480	)		(50	)		881,072			—			(256,458	)
Income tax expense		(294,895	)		21,668			(30,396	)		(17,331	)		(320,954	)
Impairment loss on property, plant and equipment and others		(660,275	)		(282	)		(13,198	)		—			(673,755	)
	￦	(6,774,894	)		(65,022	)		1,146,891			(17,331	)		(5,710,356	)
(*1)	Basis difference is related to the differences in recorded revenue and expenses for development and sale of certain residential real estates between the report reviewed by management and the consolidated financial statements.
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F-12 9

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

(e)	Revenue by geographic area for the years ended December 31, 2022, 2023 and 2024 was as follows:
(in millions of Won)	2022		2023			2024
---	---	---	---	---	---	---	---
Domestic	￦	54,519,647		50,658,510			45,960,140
Japan		2,651,584		2,691,788			2,814,631
China		7,430,619		6,152,191			5,737,686
Indonesia		3,282,888		3,422,647			3,156,962
Asia-other		9,331,724		7,287,382			7,382,157
North America		2,413,054		2,095,705			2,504,563
Europe		2,811,444		2,468,508			2,743,528
Others		2,309,244		2,350,466			2,388,476
		84,750,204		77,127,197			72,688,143
Basis difference		253,412		(70,648	)		771,265
		￦<br>85,003,616		77,056,549			73,459,408

The information on geography, segment revenue is presented based on the geographical location of customers.

(f)	Non-current assets by geographic area as of December 31, 2023 and 2024 are as follows:
(in millions of Won)	2023		2024
---	---	---	---	---
Domestic	￦	31,585,233		33,512,812
Japan		132,229		131,086
China		1,222,358		1,140,136
Indonesia		2,859,375		3,036,954
Asia-other		1,662,482		1,698,956
North America		526,654		1,857,787
Europe		268,787		302,775
Others		3,280,208		4,897,042
	￦	41,537,326		46,577,548

Non-current assets by geographic area include investment property, property, plant and equipment, goodwill and other intangible assets.

(g)	There are no customers whose revenue is 10% or more of the consolidated revenue.

Events after the reporting period

(a)	Pursuant to the resolution of the Board of Directors on February 5, 2025, the <br>controlling company<br> decided to pay cash dividends of <br>￦<br>2,500 per common share (total dividend: <br>￦<br>189.1 billion).
(b)	POSCO CNGR Nickel Solution, a subsidiary, decided to proceed with the dissolution and liquidation process pursuant to the resolution of the shareholders’ meeting on February 11, 2025.
---	---
(c)	On February 17, 2025, the controlling company reported the issuance of unsecured senior dollar bonds (Global Bonds) to the Ministry of Economy and Finance. The planned issuance amount is
---	---

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POSCO HOLDINGS INC. and its Subsidiaries

Notes to the Consolidated Financial Statements, Continued

As of December 31, 2023 and 2024

$700 million, with the nominal rate to be determined at the market rate at the time of issuance. The expected maturity is <br>5<br> to 10 years. These securities are scheduled to be issued after the execution of the issuance agreement and pricing in April 2025.
(d)	Pursuant to the resolution of the Board of Directors on February 19, the <br>controlling company<br> decided to retire 1,691,425 treasury shares previously acquired (scheduled retirement amount: <br>￦<br>420.3 billion). The scheduled retirement date is March 31, 2025.
---	---
(e)	Starting in 2025, the <br>controlling company<br> applied for the consolidated tax filing system under the Corporate Tax Act, whereby the Company and domestic subsidiaries are treated as a single tax entity, with income being aggregated for corporate tax purposes. This application was approved by the National Tax Service in February 2025.
---	---
(f)	On <br>January 14, 2025<br>, POSCO, a subsidiary, issued unsecured bonds. Details of issuance are as follows:
---	---
(in millions of Won)	314-1			314-2			314-3			314-4
---	---	---	---	---	---	---	---	---	---	---	---	---
Issuance amount	￦	110,000			590,000			200,000			100,000
Annual interest rate		2.889	%		3.078	%		3.124	%		3.184	%
Maturity date		2027-01-14			2028-01-14			2030-01-14			2032-01-14
(g)	In February 2025, the U.S. government announced an executive order imposing a 25% tariff on all steel and aluminum products, which will take effect on March 12, 2025. This announcement causes uncertainty in the estimation of the consolidated financial statements, and the <br>Company<br> is currently reviewing the related impact.
---	---

F-1 3 1

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 HOLDINGS INC.
(Registrant)
/s/ Chang, In Hwa
Name:	Chang, In Hwa
Title:	Chief Executive Officer and Representative Director
Date:	April 29, 2025

EX-1.1

Exhibit 1.1

This English language translation of the Articles of Incorporation has been prepared solely for reference purposes. In the event of any conflict between the Korean language version and this English language version, the Korean language version shall prevail.

ARTICLES OF INCORPORATION

Adopted on	March 6, 1968
Amended on	July 10, 1968	February 20, 1969	March 20, 1969
	June 16, 1969	February 7, 1970	February 6, 1971
	November 23, 1971	February 4, 1972	November 29, 1972
	February 12, 1973	February 5, 1974	February 8, 1975
	February 6, 1976	February 8, 1977	February 25, 1978
	February 24, 1979	February 28, 1981	February 23, 1982
	February 18, 1984	February 5, 1985	February 26, 1986
	March 7, 1987	February 27, 1988	March 15, 1989
	March 6, 1990	March 14, 1991	March 7, 1992
	October 13, 1992	March 8, 1993	April 15, 1994
	March 15, 1995	March 15, 1996	March 14, 1997
	March 17, 1998	August 20, 1998	March 16, 1999
	March 17, 2000	March 16, 2001	March 15, 2002
	March 14, 2003	March 12, 2004	February 24, 2006
	February 23, 2007	February 27, 2009	February 26, 2010
	February 25, 2011<br> <br>March 9, 2018<br><br><br>January 28, 2022	March 16, 2012<br> <br>March 15, 2019<br><br><br>March 17, 2023	March 11, 2016<br> <br>March 12, 2021<br><br><br>March 21, 2024
	March 20, 2025

CHAPTER I. GENERAL PROVISIONS

Article 1. Company Name

The name of the Company in Korean shall be “POSCO Holdings Chusik Hoesa” and in English, “POSCO Holdings Inc.”

Article 2. Purpose

The purpose of the Company is to engage in the following business activities:

1.	To engage in holding business of controlling the business of, and guiding, organizing and improving the management of,<br>subsidiaries by acquiring and owning the shares or ownership interests in subsidiaries (including sub-subsidiaries and companies controlled by such sub-subsidiaries;<br>collectively “subsidiaries”);
2.	To engage in the management and licensing of intellectual property rights including brands and trademarks;<br>
---	---
3.	To engage in the investment related to start-up assistance and new technology;<br>
---	---
4.	To engage in market research, management advisory and consulting services;
---	---
5.	To engage in technology research and commissioned services;
---	---
6.	To engage in matters entrusted by subsidiaries to assist the subsidiaries’ businesses;
---	---
7.	To engage in the supply of gas such as hydrogen and resources development business;
---	---
8.	To engage in leasing of real estate and distribution businesses; and
---	---
9.	To engage in all other conducts, activities or businesses which are related, directly or indirectly, to the attainment<br>and continuation of the foregoing purposes.
---	---

Article 3. Location of the Head Office and Branch Offices

The head office of the Company shall be located at Pohang, Gyeongsangbuk-do, the Republic of Korea (“Korea”). Branch offices may be established elsewhere by resolution of the Board of Directors of the Company.

Article 4. Notices

Public notices by the Company shall be disclosed on the website of the Company (http://www.posco-inc.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.

CHAPTER II. SHARES

Article 5. Total Number of Authorized Shares

The total number of shares which the Company is authorized to issue (“Authorized Shares”) is two hundred million (200,000,000) shares.

Article 6. Par Value perShare and Types of Shares

The types of shares to be issued by the Company shall be registered common shares and registered preferred shares, having a par value of KRW 5,000 per share.

Article 7. Number and Contents of Preferred Shares

(1) Preferred shares to be issued by the Company shall be non-voting, and the number thereof shall not exceed the limit prescribed in the mandatory provisions of the applicable laws or regulations.

(2) The dividends on non-voting preferred shares shall be no less than nine percent (9%) per annum of the par value and the rate thereof shall be determined by the Board of Directors at the time of issuance.

(3) Notwithstanding Paragraph (2), a dividend on preferred shares shall not be required to be declared in case the amount available for dividend is less than the aggregate amount of the minimum dividend.

Article 8. Shares to be Issued at the Time of Incorporation

The Company shall issue forty thousand (40,000) shares at the time of incorporation.

Article 9. Electronic Registration of Rights to be Indicated on Share Certificates and Certificates of Preemptive Right

The Company shall electronically register rights to be indicated on its share certificates and certificates of preemptive right on the electronic registrar of the electronic registration agency, in lieu of issuing share certificates and certificates of pre-emptive right.

Article 10. Pre-emptive Rights

(1) Except as otherwise provided by Paragraphs (2) through (4) of this Article 10 and the mandatory provisions of the applicable laws or regulations, in case of the issuance of new shares, the shareholders of the Company shall have the right to subscribe for such newly issued shares in proportion to the number of shares held by each of them; provided, however, that the Company may, by resolution of the Board of Directors, allocate preferred shares to holders of preferred shares in proportion to the number of shares held by each of them.

(2) The Board of Directors may allocate new shares to persons other than the shareholders by a resolution of the Board of Directors in the following cases.

1.	If the Company issues new shares by a public offering or has underwriters underwrite new shares by a public offering in<br>accordance with the applicable legislation;
2.	If the Company allocates new shares to the members of the Company’s Employee Stock Ownership Association in<br>accordance with the applicable legislation;
---	---
3.	If the Company issues new shares for the issuance of depositary receipts in accordance with the applicable legislation;<br>
---	---
4.	If the Company issues new shares through offering to the public investors by the resolutions of the Board of Directors in<br>accordance with the applicable legislation;
---	---
5.	If the Company issues new shares to the existing creditors in order to convert the debt into capital;<br>
---	---
6.	If the Company issues new shares to the domestic and/or foreign entities in accordance with a joint venture agreement,<br>strategic affiliation or technology license and transfer agreement executed by and between the Company and such entities for the management purposes; and
---	---
7.	If the Company issues new shares to the domestic and/or foreign financial institutions in order to finance the Company in<br>the emergent cases.
---	---

If the Company issues new shares to persons other than the shareholders of the Company pursuant to this Paragraph, the Company shall notify the shareholders or make public two (2) weeks in advance of the date of subscription of the new shares detailing the type, number, issue price, date of subscription and the manner of subscription of the newly issued shares in accordance with the Korean Commercial Code.

(3) Any shares unsubscribed after the exercise of pre-emptive rights by shareholders who are entitled to them or any fractional shares remaining after the allocation of new shares may be disposed of by a resolution of the Board of Directors according to the applicable laws or regulations.

(4) Notwithstanding the provisions of Paragraphs (2) through (3) of this Article 10, new shares may be allocated to persons other than the existing shareholders by a special resolution passed at a General Meeting of Shareholders when it is deemed necessary for attaining the purposes of the Company such as introduction of new technology and financial restructuring.

(5) In case the Company issues new shares by a rights offering, bonus issue or stock dividend, such shares will be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year during which the shares are issued.

Article 11. Offering to Public Investors,etc.

(1) The Company may issue new shares constituting not more than ten-hundredths (10/100) of the total issued shares of the Company through offering to public investors by the resolution of the Board of Directors in accordance with applicable legislations.

(2) In event that the Company issues new shares in accordance with the resolution of the Board of Directors due to the reasons set forth in Items 5 through 7 of Paragraph (2) of Article 10, the total face amount of new shares shall not exceed one hundred billion (100,000,000,000) Won.

(3) The type, number and the issue price of the shares to be issued by the manner as set forth in Paragraphs (1) and (2) shall be determined by the resolution of the Board of Directors; provided that the issue price of the new shares must be no less than the price as set forth in applicable legislations.

Article 12. (Deleted)

Article 13. Transfer Agent

Electronic registration of shares, management of the shareholder registry and other related businesses shall be entrusted to the transfer agent appointed by resolution of the Board of Directors. Specific procedures therefor shall be in accordance with the applicable laws and regulations and operational regulations determined by the transfer agent.

Article 13-2. Register of Shareholders by Electronic Means

In accordance with the Korean Commercial Code, the Company may make entries in the Register of Shareholders by electronic means.

Article 14. Fees

The Company may, by resolution of the Board of Directors, charge, or have the register agent charge, a fee for services it renders in connection with any of the matters set forth in Article 13 above, or for any services related to shareholder inspection of the Company’s financial statements or other documents, and for providing any copies thereof.

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.

(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.

CHAPTER III. BONDS

Article 16. Issuance of Bonds

(1) The Company may issue bonds by a resolution of the Board of Directors.

(2) The Board of Directors may authorize the Representative Director to issue bonds within a period not in excess of one (1) year by determining the price and type of bonds; provided, however, that the Representative Director shall report the results of the issuance of the bonds to the Board of Directors.

Article 17. Issuance of Convertible Bonds

(1) The Company may issue convertible bonds in the aggregate fact amount not exceeding two trillion (2,000,000,000,000) Won to persons other than the shareholders in the following cases:

1.	If the Company issues convertible bonds by public offering.
2.	If the Company enters into a joint venture agreement, strategic alliance or technical license and transfer agreement,<br>when it is deemed necessary, and issues convertible bonds to any domestic or international corporation accordingly.
---	---
3.	If the Company issues convertible bonds to a domestic or international financial institution to provide urgently needed<br>funds.
---	---

(2) Convertible bonds mentioned in Paragraph (1) may, by resolution of the Board of Directors, be issued with their conversion rights limited to a certain portion of their face amount.

(3) Upon conversion from the aggregate face amount of convertible bonds, common shares may be issued up to one trillion three hundred billion (1,300,000,000,000) Won and preferred shares may be issued up to seven hundred billion (700,000,000,000) Won, and the conversion price, which shall not be less than the par value of the shares, shall be determined by resolution of the Board of Directors at the time of issuance of the convertible bonds.

(4) The conversion period shall be the period commencing from the date of issuance of the convertible bonds and ending on the date immediately preceding the date of redemption of the

convertible bonds. The conversion period may be adjusted by a resolution of the Board of Directors; provided, that the conversion period shall in any event fall within the period mentioned above.

(5) The provisions of Article 10, Paragraph (5) shall apply mutatis mutandis to the payment of dividends on the shares issued upon conversion and the payment of interest on the convertible bonds.

Article 17-2. Issuance of Bonds with Warrants

(1) The Company may issue bonds with warrants to persons other than its shareholders to the extent that the aggregate par value of the bonds with warrants do not exceed two trillion (2,000,000,000,000) Won, in case of the events prescribed in Paragraph (1) of Article 17 above.

(2) The amount with respect to which the pre-emptive rights may be exercised shall be determined by resolution of the Board of Directors; provided, that such amount shall not in any event exceed the aggregate face amount of bonds with warrants.

(3) Upon exercise of the warrants, from the aggregate face amount of bonds with warrants, common shares may be issued up to one trillion three hundred billion (1,300,000,000,000) Won and preferred shares may be issued up to seven hundred billion (700,000,000,000) Won, and the issue price, which shall not be less than the face value of the shares, shall be determined by resolution of the Board of Directors at the time of issuance of bonds with warrants.

(4) The period during which the pre-emptive rights may be exercised shall be the period commencing from the date of issuance of bonds with warrants and ending on the date immediately preceding the date of redemption of bonds with warrants. The period during which the pre-emptive rights may be exercised may be adjusted by resolution of the Board of Directors; provided, that such period shall in any event fall within the period mentioned above.

(5) The provisions of Article 10, Paragraph (5) shall apply, mutatis mutandis, to the payment of dividends on the new shares issued upon exercise of the pre-emptive rights.

Article 18. Electronic Registration of Rights to be Indicated on Bond and Securitiesfrom Pre-emptive Right

The Company shall electronically register rights to be indicated on bond and securities from pre-emptive right on the electronic registrar of the electronic registration agency, in lieu of issuing bond securities and securities from pre-emptive right.

Article 18-2. Provisions Applicable mutatis mutandis to the Issuance of Bonds

Articles 13 and 14 of these Articles of Incorporation shall apply mutatis mutandis to the issuance of bonds.

CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS

Article 19.Convening of General Meeting of Shareholders

(1) An Ordinary General Meeting of Shareholders shall be held within three (3) months after the end of each fiscal year, and an Extraordinary General Meetings of Shareholders may be convened at any time in compliance with a resolution of the Board of Directors and applicable laws or regulations.

(2) Shareholders may act only with respect to matters set forth in a written notice at a General Meeting of Shareholders.

(3) General Meeting of Shareholders shall be held at the location of the Company’s head office or in Seoul but also may be held at a nearby place if necessary.

(4) A General Meeting of Shareholders shall be convened by the CEO of the Company or by the President or Vice President of the Company acting under the CEO’s authorization.

Article 20. Notices

(1) Written notice of each General Meeting of Shareholders of the Company shall state the date, time, venue and the agenda for which the meeting has been called. The written notice shall be delivered to all shareholders by postal mail or by e-mail transmission at least two weeks prior to the date set for such General Meeting of Shareholders.

(2) Written notice of a General Meeting of Shareholders to be given to shareholders holding one-hundredth (1/100) or less of the total number of issued shares entitled to vote may be substituted by notices made at least twice in each of the Seoul Shinmun published in Seoul, the Maeil Shinmun published in Daegu Metropolitan City and the Kwangju Ilbo published in Kwangju Metropolitan City two weeks prior to the date set for such Meeting, or by notices to be posted on an electronic disclosure database system maintained by the Financial Supervisory Service or the Korea Exchange two weeks prior to the date set for such General Meeting of Shareholders.

Article 21. Presiding Officer

The CEO and the Representative Director shall preside at the General Meetings of Shareholders. In the absence of the CEO, the President and the Vice President among Inside Directors shall act as presiding officer in accordance with their order of authority.

Article 22. Authority of the Presiding Officer

The presiding officer at a General Meeting of Shareholders may order any person to cease making any statements or to leave the meeting or that statements made by such person be stricken from the record if the presiding officer determines that such person is deliberately preventing deliberations or is disturbing the order of the proceedings at the meeting. A person so ordered shall comply with the presiding officer’s instructions.

Article 23. Vote by Proxy

(1) Any shareholder entitled to vote at a General Meeting of Shareholders shall have the right to vote by proxy.

(2) A proxy shall submit a document evidencing the power of representation to the Company before the opening of the General Meeting of Shareholders.

Article 24. Quorum and Requisite for Resolutions

(1) Except as otherwise provided in these Articles of Incorporation or by applicable laws or regulations, all resolutions passed at a General Meeting of Shareholders shall be adopted by the affirmative vote of a majority of the voting shares of the shareholders present, which shall represent at least one-fourth (1/4) of the voting shares of the Company then issued and outstanding.

(2) In the following cases, the resolutions of a General Meeting of Shareholders shall be adopted by the affirmative vote of at least two-thirds (2/3) of the voting shares of the shareholders present and by the affirmative vote of at least one-third (1/3) of the voting shares of the total issued and outstanding shares:

1.	Amendment of the Articles of Incorporation;
2.	Transfer of all or any important part of the business;
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3.	Execution, amendment or rescission of a contract for leasing the whole of the business, for entrustment of management, or<br>for sharing with another person all profits and losses in relation to the business or of a similar contract;
4.	Acquisition of all or part of business of any other company, which may have a great influence upon the business of the<br>Company;
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5.	Merger or consolidation of the Company (excluding a small scale merger or consolidation);
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6.	Matters required to be approved by the General Meeting of Shareholders, which have material effects on the company’s<br>assets, as determined by the Board of Directors; and
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7.	Any other matter requiring a special resolution of a General Meeting of Shareholders under Korean laws and regulations or<br>these Articles of Incorporation.
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Article 25. (Deleted)

Article 26. Minutes of General Meeting of Shareholders

The substance of the course of the proceedings of a General Meeting of Shareholders and the results thereof shall be recorded in the minutes which shall bear the names and seals or signatures thereon of the presiding officer and of the Directors present at the meeting, and shall be preserved in the archives of the Company.

CHAPTER V. BOARD OF DIRECTORS

Article 27. Number of the Directors

The total number of Directors of the Company shall be at least three (3) but no more than thirteen (13) Directors, among which the Outside Directors shall be eight (8) persons or less and Inside Directors shall be five (5) persons or less. The Outside Directors shall constitute the majority of the total number of the Directors.

Article 28. Election of the Directors and Representative Directors

(1) The Directors shall be elected at the General Meeting of Shareholders.

(2) By resolution of the Board of Directors, a number of Representative Directors may be appointed from among Inside Directors. On recommendation of the CEO, the Board of Directors may grant an Inside Director the position of President, Executive Vice President, Senior Managing Director and Managing Director.

(3) If Directors are appointed by a cumulative voting, the Inside Directors and the Independent Outside Directors are separately considered, and then, the cumulative voting shall apply to each group.

Article 29. Appointment of the CEO and the Representative Director

(1) The Board of Directors shall recommend the name of one (1) CEO and the Representative Director candidate approved by the CEO Candidate Recommendation Committee as an Inside Director candidate at a General Meeting of Shareholders. Where the CEO and the Representative Director candidate is appointed as the Inside Director at the General Meeting of Shareholders, the Board of Directors shall appoint the CEO and the Representative Director candidate as the CEO and the Representative Director.

(2) Details concerning the composition and operation of the CEO Candidate Recommendation Committee shall be determined by the Board of Directors.

(3) In the event that the Inside Director candidate, as prescribed in Paragraph (1) of this Article, has served consecutive terms as the CEO and Representative Director, and then becomes a candidate for reappointment as the CEO and Representative Director, the appointment of the Inside Director candidate as an Inside Director at a General Meeting of Shareholders shall satisfy the requirement of a special resolution of a General Meeting of Shareholders referred to in Paragraph (2) of Article 24, and the same shall apply thereafter.

Article 29-2. Recommendation of Inside Director Candidate other than the CEO and the Representative Director

A candidate for Inside Director other than the CEO and the Representative Director shall be recommended by the Board of Directors after his qualification is approved by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45.

Article29-3. Qualification for Inside Director Candidate

(1) An Inside Director shall be a person capable of managing the Company, who has working experience as an officer or employee of the Company or sufficient experience in the related business area.

(2) A person (i) who retired prior to the completion of the full term of office due to gross negligence or unsound management, (ii) who was sentenced to imprisonment or a heavier penalty and for whom five years have not passed since the termination thereof or exemption therefrom or (iii) who is serving a suspended sentence or who was sentenced to a stay of execution and for whom two years have not passed since the expiration of the period of stay of execution cannot be an Inside Director of the Company.

Article 30. Recommendation of Candidate for Outside Directors

(1) A candidate for Outside Director shall be recommended by the Director Candidate Recommendation Committee as prescribed in Paragraph (1) of Article 45. Such candidates shall be among those qualified persons as prescribed in Article 31.

(2) A shareholder holding voting shares of the Company may recommend a candidate for Outside Director to the Director Candidate Recommendation Committee by the exercise of the shareholder proposal right under the applicable legislation.

(3) The Director Candidate Recommendation Committee shall determine the details regarding recommendation for, and evaluation on qualification of, candidates for Outside Director.

Article 31. Qualification for Candidate for Outside Directors

An Outside Director must have sufficient and professional knowledge or experience in the areas of industry, finance, education, law, accounting and public administration and also must be qualified under the relevant laws.

Article 32. Duties of Representative Director

(1) Each Representative Director shall represent the Company, execute matters determined by the Board of Directors, control all affairs of the Company and provide all Directors with the updated information regarding the recent status of management and the Company.

(2) The Representative Directors and Directors shall carry on the administration of the affairs of the Company in accordance with the duties assigned to them by the CEO.

Article 33. Duties of Directors

(1) The Directors, as the prudent manager, shall faithfully perform their duties for the Company such as attending the meeting of the Board of Directors, etc. in accordance with the laws and the Articles of Incorporation.

(2) If a Director finds any matter that may inflict any material loss to the Company, he shall immediately report it to the Audit Committee.

Article 34. Term of Directors

The term of office of the Directors shall be within three (3) years; provided, however, that the term of office for Directors shall be extended until the close of an Ordinary General Meeting of Shareholders which is to be held with respect to the fiscal year which is the last to end during their terms in office.

Article 35. By-Election

(1) In the event of any of the absence or inability to perform the duties as a Director, an Extraordinary General Meeting of Shareholders shall be convened to fill the vacancy. However, in the case the number of remaining Directors satisfies the legal requirement and such vacancy does not cause any difficulties in the operation of the business, the appointment through by-election may be suspended, or postponed until the holding of the next Ordinary General Meeting of Shareholders.

(2) In the event that the number of Outside Directors is less than a majority of total number of Directors due to death or resignation of Outside Directors or for any other reason, Outside Directors shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of Outside Directors to constitute a majority of total number of Directors.

Article 36. Remuneration of Directors

(1) The limit of the salaries and performance incentives of the Directors shall be determined by resolution of the General Meeting of Shareholders. The Board of Directors shall determine the detailed operation standards thereof.

(2) Any severance allowance paid to the Inside Directors shall be in accordance with Severance Allowance Regulations for Directors as approved by shareholders at the General Meeting of Shareholders.

(3) The Company may pay to Outside Directors for expenses incurred during performance of services as required of Outside Directors.

Article 37. Indemnification of Directors

The Company shall indemnify, to the extent permitted by the Korean Commercial Code, the Directors from and against all expenses, losses or liabilities incurred in connection with defending any action, claim or proceeding to protect the interest of the Company, except for in case of the Directors’ willful misconduct or negligence with respect to their duties.

Article 38. Authority of the Board of Directors

(1) The Board of Directors shall have the power to take actions in respect of all such acts and things put on the agenda by any of the Directors relating to important matters regarding the administration of the Company or as are required by laws or regulations or by these Articles of Incorporation.

(2) The Board of Directors may delegate its powers to the Special Committees as prescribed in Paragraph (1) of Article 45 in accordance with the Korean laws and regulations and these Articles of Incorporation.

Article 39. Constitution andConvocation of Meeting of the Board of Directors

(1) The Board of Directors shall consist of all the Directors.

(2) The Chairman of the Board may convene all Meetings of the Board of Directors. Any other Director who wishes to convene a Meeting of the Board of Directors shall make his request to the Chairman of the Board and the Chairman shall convene the Meeting. If the Chairman of the Board fails to convene the Meeting without justifiable reasons, other Directors may convene such Meeting.

(3) Written or oral notice of each Meeting of the Board of Directors shall be given at least one day prior to the scheduled meeting date to each of the Directors. No notice shall, however, be required for a regular Meeting of the Board of Directors or if all of the Directors consent thereto.

(4) The Board of Directors may allow the Directors to attend, and vote at, the meeting of the Board of Directors by tele-conferencing, instead of attending and voting in person at such meeting. In such case, a Director participating in the Board Meeting by such arrangement shall be considered to be present at the Meeting of the Board of Directors.

Article 40. Chairman of the Board of Directors

(1) The Chairman of the Board shall be appointed by the resolution of the Board of Directors among Outside Directors.

(2) The term of office of the Chairman of the Board shall be one (1) year, and the Chairman of the Board shall not be reappointed to the office.

(3) In the event that the Chairman of the Board cannot preside at a Meeting of the Board of Directors, Outside Director in order of seniority (if the seniority is the same, the oldest has the priority) shall take his place as Chairman of the Board.

Article 41. Adoption of Resolutions of the Board ofDirectors

(1) The Majority of Directors shall constitute a quorum for a Meeting of the Board of Directors. All actions and resolutions taken at a Meeting of the Board of Directors shall be adopted by the affirmative vote of a majority of the Directors present. Notwithstanding the foregoing, the adoption of a resolution by the Board of Directors with respect to the election of the CEO and the Representative Director candidate may be separately decided by the Board of Directors whose quorum shall not exceed the affirmative vote of two-thirds (2/3) of all of the Directors.

(2) A Director having a special interest with respect to the resolution shall not exercise his voting right.

Article 42. Formalities of the Board of Directors

Directors shall set the agenda for each Meeting and make proposals for resolution thereat. If any Director plans to make proposals at the Meeting of the Board of Directors, he shall submit a written summary thereof to the Chairman of the Board and the CEO and Representative Director in advance.

Article 43. Matters of Urgency

The CEO and Representative Director may act upon matters of urgency without resolution of the Board of Directors by obtaining prior consent of more than two-thirds (2/3) of other Directors. A Meeting of the Board of Directors for the next term shall be convened to deliberate on and ratify the actions so taken.

Article 44. Minutes of the Meeting of the Board of Directors

With respect to the proceedings of the Meetings of the Board of Directors, the minutes should be made. The agenda, the substances of course, and the results of the proceedings of the Meetings of the Board of Directors, the name of objecting director and the reasons of objection shall be recorded in the minutes which shall bear the names and seals or the signatures thereon of the Directors present at the Meeting.

Article 45. Special Committees

(1) The Company shall have special committees under the control of the Board of Directors as follows:

1.	ESG Committee;
2.	Director Candidate Recommendation Committee;
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3.	Evaluation and Compensation Committee;
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4.	Finance Committee;
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5.	Audit Committee.
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6.	CEO Candidate Pool Management Committee
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(2) Except as otherwise provided by any relevant laws, authority, constitution and operation of the special committee shall be determined by a resolution of the Board of Directors.

(3) Matters regarding composition and duties of the Audit Committee shall be determined in accordance with Chapter VI.

Article 46. Unregistered Officers

(1) The Company shall have Unregistered Officers to execute the matters resolved by the Board of Directors and the matters important to the management of the Company.

(2) The Unregistered Officers shall be appointed by the CEO and the Representative Director and; provided, however, that the appointment of the Unregistered Officers to the important positions that the Board of Directors decides shall require the approval of the Board of Directors.

(3) The Unregistered Officers are President, Senior Executive Vice Presidents, Senior Managing Directors and Managing Directors, and the salaries and performance incentives payable to such Unregistered Officers shall be determined by the Board of Directors or by the CEO and the Representative Director, to the extent the CEO and the Representative Director has been delegated such authority by the Board of Directors. Any severance allowance shall be distributed in accordance with the standards for the President, Senior Executive Vice Presidents, Senior Managing Directors and Managing Directors pursuant to the Directors Severance Allowance Regulations as approved by the General Meeting of Shareholders.

(4) The allocation of work among the Unregistered Officers shall be decided by the CEO and the Representative Director.

(5) The term of office of the Unregistered Officers shall not be more than two (2) years; provided, however, that the proviso of Article 34 may apply mutatis mutandis to the Unregistered Officers.

Article 47. Consultant and Part-time Officer

The Company may have consultants and part-time officers who will be treated as Officers of the Company if it is required for the business.

CHAPTER VI. Audit Committee

Article 48. Constitution andAppointment of Members of Audit Committee

(1) The Audit Committee of the Company shall consist of three (3) or more Directors. All of the members shall be elected from among the Outside Directors.

(2) A member of the Audit Committee shall be appointed or dismissed at the General Meeting of Shareholders. When appointing a member of the Audit Committee, a shareholder holding more than three percent (3%) of the Company’s issued and outstanding shares shall not be entitled to exercise his voting rights for that excess portion.

(3) In the event that the number of the Audit Committee does not satisfy the requirement referred to in Paragraph (1) due to the death or resignation of members or any other reasons, the members shall be elected to fill the vacancy at the General Meeting of Shareholders to be held first after such cause so as for the number of members to satisfy the requirement referred to in Paragraph (1).

(4) The chairman of the Audit Committee shall be elected by a resolution of the Audit Committee.

Article 49. Duties of Audit Committee

(1) The Audit Committee shall examine the accounting and financial records of the Company.

(2) The Audit Committee may request to convene an Extraordinary General Meeting of Shareholders by submitting a written request specifying the agenda of the meeting and the reason for the meeting.

(3) If deemed necessary, the Audit Committee may request to convene a Board Meeting by submitting a written request specifying the agenda of a meeting and the reason for a meeting to the Chairman of the Board.

(4) The Audit Committee may directly convene a Board Meeting if a meeting has not been convened immediately on the request of the Audit Committee in accordance with Paragraph (3) of this Article.

(5) If it is required for management purpose, the Audit Committee may demand a subsidiary to make a report on the business. In such case, if the subsidiary fails to make an immediate report, or it is required to confirm the contents of such report, the Audit Committee may investigate the business and assets of the subsidiary.

(6) The Audit Committee shall prepare an audit report on the Company’s financial statements and shall report thereof to the General Meeting of Shareholders.

(7) The Audit Committee shall record the course of the proceedings of their meetings and the results thereof in the minutes and shall record the procedure of the inspection and the results thereof in the inspection book, on which the name and seal of the members shall be affixed or which shall be signed by such members.

(8) The Audit Committee may receive advice from outside professionals when necessary, for which the Company shall cover any expenses therefrom.

Article 50. Quorum and Adoption of Resolutions

Article 41 shall apply, mutatis mutandis, to the quorum and adoption of resolution of the Audit Committee.

Article 51. Appointment of External Auditor

The Company shall appoint an external auditor selected by the Audit Committee pursuant to the Act on External Audit of Stock Companies. The details of the aforesaid appointment shall be reported to the shareholders at the Ordinary General Meeting of Shareholders for the fiscal year during which such appointment was or shall be made known to the shareholders in accordance with relevant laws and regulations.

CHAPTER VII. ACCOUNTING

Article 52. Fiscal Year

The fiscal year of the Company shall commence on each January 1 and shall end on December 31 of the same year.

Article 53. Submission, Approval and Publication of Financial Statements

(1) After the end of each fiscal year, the Representative Directors shall prepare and submit, with the Board of Directors’ approval therefor, to the Audit Committee at least six (6) weeks before the date set for an Ordinary General Meeting of Shareholders, the following documents with its supplementary schedules:

1.	A balance sheet;
2.	A profit and loss statement;
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3.	Documents designated by the Presidential Decree and decided by the Board of Directors;
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4.	A consolidated financial statement; and
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5.	A business report for the pertinent fiscal year:
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(2) Upon receiving the documents specified under Paragraph (1) above, the Audit Committee shall prepare and submit an auditor’s report to the Representative Director one (1) week before the date of each Ordinary General Meeting of Shareholders.

(3) The Representative Directors shall make available for inspection for five (5) years at the head office and copies thereof for three (3) years at branch offices, the documents prescribed under Items 1 through 4 of Paragraph (1) of this Article and the auditor’s report of the Company beginning from one (1) week before the date of each Ordinary General Meeting of Shareholders.

(4) The Representative Director shall submit and seek approval of the documents prescribed under Items 1 through 4 of Paragraph (1) of this Article at an Ordinary General Meeting of Shareholders. The Representative Directors shall report a business report to an Ordinary General Meeting of Shareholders.

(5) The Representative Director shall make public the balance sheet, without delay, after an Ordinary General Meeting of Shareholders has approved the documents described in Paragraph (4).

Article 54. (Deleted)

Article 55. Disposition of Retained Earnings

Retained earnings for any fiscal year shall be disposed in the following order, but it may be appropriated for purposes other than those listed below if approved by a General Meeting of Shareholders:

1.	Legal reserves (required to be more than one-tenth of cash dividends paid for the<br>pertinent fiscal year);
2.	Other statutory reserves;
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3.	Dividends to shareholders;
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4.	Merits bonuses for retiring Directors;
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5.	Discretionary reserves;
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6.	Average dividend reserves and other dispositions; and
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7.	Retained earnings carried forward to next fiscal year.
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Article 56. Dividends

(1) Dividends may be paid in cash, shares, or any other form of property

(2) In the case of stock dividends, the Company may issue different types of shares to the shareholders by resolution of the General Meeting of Shareholders.

(3) Dividends referred to in Paragraph (1) shall be paid to the shareholders or registered pledgees whose names appear in the shareholders’ register of the Company as of the record date determined by the resolution of the Board of Directors. In case the Company sets forth the record date for dividends, the Company shall post a public notice at least two (2) weeks prior to the record date.

(4) (Deleted)

Article 56-2. Quarterly Dividends

(1) The Company may pay quarterly dividends in cash by a resolution to be adopted at the meeting of the Board of Directors to be held within forty five (45) days from the last day of March, June and September each fiscal year. The dividends shall be paid within one (1) month from the resolution above.

(2) The dividends referred to in Paragraph (1) of this Article shall be paid to the shareholders or registered pledgees whose names appear in the shareholders’ register of the Company as of the record date determined by a resolution of the Board of Directors. Where the Company sets a record date, a public notice of the record date shall be given at least two (2) weeks in advance.

Article 57. Cancellation of Treasury Stocks

The Company, by a resolution of the Board of Directors, may repurchase and cancel its outstanding shares following the methods set forth in the applicable laws or regulations.

ADDENDA (March 20, 2025)

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 57th fiscal year.

ADDENDA (March 21, 2024)

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 56th fiscal year.

ADDENDA (March 17, 2023)

The amended Articles of Incorporation shall be effective as of the date on which they are approved by the resolution at the Ordinary General Meeting of Shareholders for the 55th fiscal year; provided, however, that the amendments to Article 56, Paragraph (3) shall apply starting from the payment of year-end dividends for the fiscal year 2023.

ADDENDA (January 28, 2022)

The amended Articles of Incorporation shall be implemented from the date on which the spin-off under the Spin-Off Plan dated December 10, 2021 takes effect.

ADDENDA (March 12, 2021)

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 53rd fiscal year.

ADDENDA (March 15, 2019)

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 51st fiscal year; provided, however, that the amendments to Articles 6, 9, 9-2, 13 and 18 shall take effect starting from the effective date of the Enforcement Decree of the Act on Electronic Registration of Stocks, Bonds, Etc.

ADDENDA (March 9, 2018)

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 50th fiscal year.

ADDENDA (March 11, 2016)

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 48th fiscal year.

ADDENDA (March 16, 2012)

Article 27 of the Articles of Incorporation shall be effective from the date the Ordinary General Meeting of Shareholders for the 44th fiscal year approves such Article while the other amended Articles shall be effective from April 15, 2012.

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 43rd fiscal year.

ADDENDA (February 26, 2010)

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 42nd fiscal year.

ADDENDA (February 27, 2009)

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 41st fiscal year.

ADDENDA (February 23, 2007)

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 39th fiscal year.

ADDENDA (February 24, 2006)

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 38th fiscal year.

ADDENDA (March 12, 2004)

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 36th fiscal year.

ADDENDA (March 14, 2003)

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 35th fiscal year.

ADDENDA (March 15, 2002)

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 34th fiscal year.

ADDENDA (March 16, 2001)

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 33rd fiscal year.

ADDENDA (March 17, 2000)

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 32nd fiscal year.

ADDENDA (March 16, 1999)

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 31st fiscal year.

ADDENDA (August 20, 1998)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 31st fiscal year.

ADDENDA (March 17, 1998)

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 30th fiscal year.

ADDENDA (March 14, 1997)

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 29th fiscal year.

ADDENDA (March 15, 1996)

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 28th fiscal year.

ADDENDA (March 15, 1995)

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 27th fiscal year.

ADDENDA (April 15, 1994)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 27th fiscal year.

ADDENDA (March 8, 1993)

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 25th fiscal year.

ADDENDA (October 13, 1992)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 25th fiscal year.

ADDENDA (March 7, 1992)

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 24th fiscal year.

ADDENDA (March 14, 1991)

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 23rd fiscal year.

ADDENDA (March 6, 1990)

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 22nd fiscal year.

ADDENDA (March 15, 1989)

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 21st fiscal year.

ADDENDA (February 27, 1988)

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 20th fiscal year.

ADDENDA (March 7, 1987)

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 19th fiscal year.

ADDENDA (February 26, 1986)

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 18th fiscal year.

ADDENDA (February 5, 1985)

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 17th fiscal year.

ADDENDA (February 18, 1984)

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 16th fiscal year.

ADDENDA (February 23, 1982)

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 14th fiscal year.

ADDENDA (February 28, 1981)

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 13th fiscal year.

ADDENDA (February 24, 1979)

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 11th fiscal year.

ADDENDA (February 25, 1978)

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 10th fiscal year.

ADDENDA (February 8, 1977)

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 9th fiscal year.

ADDENDA (February 6, 1976)

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 8th fiscal year.

ADDENDA (February 8, 1975)

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 7th fiscal year.

ADDENDA (February 5, 1974)

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 6th fiscal year.

ADDENDA (February 12, 1973)

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 5th fiscal year.

ADDENDA (November 29, 1972)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 5th fiscal year.

ADDENDA (February 4, 1972)

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 4th fiscal year.

ADDENDA (November 23, 1971)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 4th fiscal year.

ADDENDA (February 6, 1971)

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 3rd fiscal year.

ADDENDA (February 7, 1970)

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 2nd fiscal year.

ADDENDA (June 16, 1969)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 2nd fiscal year.

ADDENDA (March 20, 1969)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 2nd fiscal year.

ADDENDA (February 20, 1969)

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 1st fiscal year.

ADDENDA (July 10, 1968)

The amended Articles of Incorporation shall be effective from the date on which they are approved by the resolution at the Extraordinary General Meeting of Shareholders for the 1st fiscal year.

ADDENDA (March 6, 1968)

The Articles of Incorporation shall be effective from March 6, 1968.

EX-8.1

Exhibit 8.1

LIST OF CONSOLIDATED SUBSIDIARIES

For a list of POSCO HOLDINGS INC.’s consolidated subsidiaries as of December 31, 2024 and their jurisdiction of incorporation, please see Note 1(b) of Notes to the Consolidated Financial Statements contained in POSCO HOLDINGS INC.’s annual report on Form 20-F for the fiscal year ended December 31, 2024.

EX-12.1

Exhibit 12.1

CERTIFICATION

I, Chang, In Hwa, certify that:

1.	I have reviewed this annual report on Form 20-F of POSCO HOLDINGS INC.;<br>
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br>fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present<br>in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls<br>and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under<br>our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;<br>
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(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be<br>designed under our supervision, 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;<br>
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(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our<br>conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during<br>the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br>over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br>reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the<br>company’s internal control over financial reporting.
---	---

Date: April 29, 2025

/s/ Chang, In Hwa
Chang, In Hwa
Chief Executive Officer and<br><br><br>Representative Director

EX-12.2

Exhibit 12.2

CERTIFICATION

I, Kim, Seung Jun, certify that:

1.	I have reviewed this annual report on Form 20-F of POSCO HOLDINGS INC.;<br>
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material<br>fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present<br>in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
---	---
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls<br>and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
---	---
(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under<br>our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;<br>
---	---
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be<br>designed under our supervision, 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;<br>
---	---
(c)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our<br>conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during<br>the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
---	---
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control<br>over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
---	---
(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial<br>reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
---	---
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the<br>company’s internal control over financial reporting.
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Date: April 29, 2025

/s/ Kim, Seung Jun
Kim, Seung Jun
Head of Finance & IR Division

EX-13.1

Exhibit 13.1

CERTIFICATION

Pursuant to Section 906of the Sarbanes-Oxley Act of 2002

(Subsection (a) and (b) of Section 1350, Chapter 63 ofTitle 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of POSCO HOLDINGS INC., a corporation organized under the laws of the Republic of Korea (the “Company”), does hereby certify, to such officer’s knowledge, that:

The annual report on Form 20-F for the year ended December 31, 2024 (the “Form 20-F”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operation of the Company.

/s/ Chang, In Hwa
Chang, In Hwa
Chief Executive Officer and
Representative Director

Date: April 29, 2025

/s/ Kim, Seung Jun
Kim, Seung Jun
Head of Finance & IR Division

Date: April 29, 2025

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to POSCO HOLDINGS INC. and will be retained by POSCO HOLDINGS INC. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-16.1

Exhibit 16.1

CHAPTER 7 PROHIBITION ON UNFAIR TRADING BY OFFICERS AND EMPLOYEES

Article 42. General Principles

Officers and employees shall not use, or cause others to use, any material nonpublic information related to the business of the Company, as defined in Article 174(1) of the Financial Investment Services and Capital Markets Act (the “Material Nonpublic Information”), in trading or any transaction involving specific securities, etc., as defined in Article 172(1) of the Financial Investment Services and Capital Markets Act (the “Specific Securities, Etc.”).

Article 43. Reporting on Trading of Specific Securities Etc. by Officers and Employees

(1)	Any officer who intends to trade or engage in any transaction involving the Specific Securities, Etc., regardless of<br>whether the Material Nonpublic Information is used, shall notify the Disclosure Officer^1^ or the head of the Disclosure Department^2^ in advance.<br>
(2)	The Disclosure Officer or the head of the Disclosure Department who receives the notification under paragraph<br>(1) above may prohibit the relevant trading or transaction if he or she deems it involves the use of the Material Nonpublic Information. In such cases, the relevant officer or employee shall comply with this decision.
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(3)	If an officer trades or engages in any transaction involving the Specific Securities, Etc., he or she shall immediately<br>report the details of such trading or transaction (including the type and quantity of the Specific Securities, Etc., and the date of the trading or transaction).
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Article 44. Management of Material Nonpublic Information

(1)	The representative director or the Disclosure Officer shall take necessary actions to manage the Material Nonpublic<br>Information in accordance with the following:
1.	All documents containing the Material Nonpublic Information shall be stored in a secure location accessible only to<br>authorized officers and employees;
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2.	Officers and employees shall not discuss the Material Nonpublic Information in elevators, hallways, or other public<br>places where conversations may be overheard;
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3.	Documents containing the Material Nonpublic Information shall not be kept in public places. When destroying such<br>documents, officers and employees shall use appropriate methods, such as shredding, to render the contents of the documents unidentifiable;
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4.	Officers and employees shall maintain the security of the Material Nonpublic Information in their possession both<br>externally and within the Company;
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5.	Electronic transmission of documents related to the Material Nonpublic Information by facsimile, computer communications,<br>etc., shall be conducted only under secure conditions;
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^1^	“Disclosure Officer” refers to an individual appointed by the representative director to oversee the<br>Company’s public disclosure responsibilities and registered as a public disclosure officer pursuant to Article 88(1) of the Disclosure Regulations of the Korea Exchange (the “Disclosure Regulations”).
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^2^	“Disclosure Department” refers to a department responsible for handling the Company’s disclosure<br>responsibilities in accordance with the Company’s Policy for Responsibilities and Organization. The Disclosure Department shall maintain at least two (2) Disclosure Officers, registered with the Korea Exchange under Article 88(2) of the<br>Disclosure Regulations.
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6.	Officers and employees shall avoid unnecessary copying of documents containing the Material Nonpublic Information to the<br>extent possible and ensure that such documents are promptly removed from meeting rooms or other work areas; and
7.	Officers and employees shall completely destroy any excess copies of documents containing the Material Nonpublic<br>Information using appropriate methods, such as shredding.
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(2)	Officers and employees shall not divulge the Company’s Material Nonpublic Information; provided, however, that if it<br>is unavoidable for business purposes to share the Material Nonpublic Information with trading partners, legal representatives, external auditors, or other relevant persons, they shall consult with the Disclosure Officer or the head of the Disclosure<br>Department in advance and disclose only to the extent necessary.
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(3)	If an employee unintentionally discloses the Material Nonpublic Information, he or she shall notify the head of the<br>Disclosure Department without delay.
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(4)	Upon receiving the notification under the preceding paragraph, the head of the Disclosure Department shall report the<br>incident to the Disclosure Officer and take necessary actions under the Disclosure Officer’s direction, including implementing Fair Disclosure^3^ procedures.
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Article 45. Affiliates’ Material Nonpublic Information

Articles 42 through 44 shall apply mutatis mutandis to prohibitions on officers and employees’ use of the Material Nonpublic Information belonging to the Company’s affiliates.

Article 46. Return of Short-Swing Profit

(1)	An officer or any of the following employees who earns a profit (“Short-Swing Profit”) by purchasing the<br>Specific Securities, Etc. and then selling them within six (6) months, or by selling the Specific Securities, Etc. and then purchasing them within six (6) months, shall return the profit to the Company pursuant to Article 172 of the<br>Financial Investment Services and Capital Markets Act:
1.	An employee who is in charge of establishing, revising, promoting, or disclosing a matter subject to Reporting on<br>Material Facts as defined in Article 3(13) of this Disclosure Information Management Guideline^4^, or any other business affairs related to such matter; or
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^3^	“Fair Disclosure” refers to the practice of disclosing to the Korea Exchange certain information that is not<br>subject to disclosure or whose disclosure is not yet due under applicable laws and regulations, when such information is disclosed to selective persons, to ensure that it is made available to general investors concurrently with, or before,<br>disclosure to those selective persons, in accordance with Articles 15 and 16 of the Disclosure Regulation and the Korea Exchange’s Fair Disclosure Guidelines.
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^4^	Article 3(13): “Disclosure of Issuance and Major Matters Report” refers to the submission of relevant reports<br>to the Financial Services Commission in accordance with Articles 119, 121 to 123, 130, and 161 of the Financial Investment Services and Capital Markets Act; Articles 120 to 122, 137, and 171 of the Enforcement Decree of the Financial Investment<br>Services and Capital Markets Act; and Articles 2-4, 2-6, 2-14, 2-17, 4-5, and 5-8 to 5-10, and 5-15 of the Regulations on Issuance and Disclosure of Securities.<br>This submission pertains to matters such as the public offering or sale of securities, mergers, demergers, business transfers, changes in the company’s organizational structure, and the acquisition or disposal of treasury shares, as required by<br>relevant laws and regulations.
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2.	An employee who is in charge of business affairs related to finance, accounting, planning and research and development<br>
(2)	If the Company is requested by a shareholder (including any person who holds equity securities or depository receipts,<br>other than stocks; hereafter the same shall apply) to demand that the officer or employee who realized a Short-Swing Profit return the profit, the head of the Disclosure Department shall report this to the Disclosure Officer.
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(3)	The Disclosure Officer shall take the necessary steps to have the relevant Short-Swing Profit returned, including filing<br>a judicial claim against the relevant officer or employee, within two (2) months from the request under the preceding paragraph.
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(4)	For a period of two (2) years from receiving notification of the realization of a Short-Swing Profit from the<br>Securities and Futures Commission (the “SFC”), the Disclosure Officer shall ensure that the following matters are disclosed to the public on the Company’s website without delay, except when the Short-Swing Profit is returned:<br>
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1.	The position of the person who is obligated to return the Short-Swing Profit;
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2.	The amount of the Short-Swing Profit (i.e., the aggregate amount for each officer, employee, or shareholder)<br>
---	---
3.	The date of receiving notification from the SFC that the Short-Swing Profit was realized;
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4.	The Company’s plan for claiming the return of the Short-Swing Profit; and
---	---
5.	A statement that any shareholder of the Company (including any person who holds equity securities or depository receipts,<br>other than stocks; hereinafter the same shall apply in this subparagraph) may request that the Company claim the return of the Short-Swing Profit from the relevant person, and if the Company does not file such a claim within two (2) months from<br>the request, the shareholder may file a claim on behalf of the Company.
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