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2012 ANNUAL REPORTBeyond Limits

Corporate profiLe

STX Engine is a comprehensive diesel engine manufacture. The marine diesel engines that

we produce are applied to vessels including large containership, LNG carrier, VLCC, drill ship

and FPSO. Our military diesel engines are recognized for strong capacity and light weight.

We also manufacture engines for power plants and industrial use. Moreover, the company

is acknowledged around the world for technological prowess in electronic communication

equipment thanks to proprietary technology applied to cutting-edge defense equipment

and VDR navigation data storage devices.

We achieved a cumulative output of 26 million horsepower of the four-stroke cycle diesel

engine that we had succeeded in domestic production through consistent technology

development. Our ship auxiliary engine was selected as one of the world-class products

by the Ministry of Knowledge Economy and Korea Productivity Center for its advanced

technology. Our leadership in the field of green engine has been also identified by the

development of an eco-friendly engine that lowers nitrogen oxide emissions by 20% and a

four-stroke common rail diesel engine with high fuel efficiency.

We also made inroads into the ship automation business through partnerships with leading

international companies, and more recently, have successfully implemented the power

generation project in Iraq.

By focusing on enhancing capabilities in core businesses and securing future growth

engines, we will achieve the business goal of KRW 8 trillion in new orders, KRW 7 trillion in

sales and KRW 350 billion in operating income by 2020, and finally grow into a global leader

in engine and heavy electrical equipment sectors.

STX Engine takes a new leap forward with dreams and hope for the future. We will strive to emerge as a global top engine and heavy electrical equipment maker by 2020 by strengthening our competitiveness in core businesses and securing new growth engines.

table of contents

03 Corporate Profile 04 Message from the Chairman 06 Message from the CEO 08 Beyond Limits

16 Marine Diesel Engine 18 Power Plant Engine 20 Military Diesel Engine 22 Electronic Communication Equipment

24 Research & Development 26 Social Contribution 28 Financial Section 38 Affiliates 40 Global Network

05 2012 ANNUAL REPORT04 BEyONd LimiTs message from the Chairman

Message froM the ChairMan 회장 인사말

Dear shareholders and customers, I extend my sincere gratitude for your continuous interest and support for STX Group.

Last year was the most challenging year in the history of our businesses due mainly to continued global economic recession and

lingering slump in the shipping and shipbuilding industry, our mainstay businesses, for 5 years since the Lehman crisis. The year 2013

is also expected to witness a cutthroat market competition from unfinished EU sovereign debt crisis and uncertainties in the business

environment.

In this regard, STX Group has set “sustainability management through survival” as its management policy in 2013 and suggested 4 key

practical tasks to achieve this goal.

First, we will put our efforts into receiving new orders and pioneering new markets. Since our businesses are mostly based on

manufacturing activities, winning new orders is considered the top priority for survival. Thus, we will make utmost efforts to achieve new

order targets in 2013 by focusing enterprise-wide capabilities and resources on consolidating our position in key markets, enhancing

power and plant engineering businesses, and pioneering new niche markets.

Second, we will maximize profitability and liquidity by securing fundamental competitiveness. Given that economic recession provides

a consumer-dominant market, failing to meet the customers’ price demands results in decreases of new orders and profitability. In

this regard, STX will improve the fundamentals so as to flexibly respond to market changes through cost structure innovation, and

strengthen the Group’s competitiveness in manufacturing.

Third, we will streamline our business process. Based on a thorough feasibility analysis, profitability will be given the number one

priority. Marginal businesses will be closed down and efficiency will be maximized by streamlining management resources such

as technology, facility, and personnel through the reorganization. In particular, investment and cost execution processes will be

reestablished to fundamentally prevent the dissipation of management resources.

Fourth, we will strive to enhance our risk management capability and cultivate high-caliber talents. In the times of uncertainty, a

company’s future depends on its risk management capability and human resources. Thus, we will improve our risk management

capability enough to flexibly and promptly deal with external environmental changes, while focusing on talent cultivation which is the

prerequisite to survival and sustainability management.

Arnold J. Toynbee once said, “Civilizations continue to grow only when they meet one challenge only to be met by another, but

deteriorate due to a worship of their “former self”.

In 2013, STX Group will make best efforts to effectively overcome current tough business environment based on ‘flexible response to

risks’ and ‘strong will for another takeoff’. In addition, the four key practical tasks stated above will be aggressively executed to achieve the

goal of achieving KRW 38 trillion in new orders and KRW 28 trillion in sales, and to increase operating profit.

We are very grateful for your interest and affection, and wish you and your family good health and happiness.

STX Group will make best efforts to overcome current tough business environment by rearming itself with “creative efforts” and “positive thinking”.

Chairman Duk Soo Kang

Dear our valued shareholders and customers, Thank you for providing STX Engine with unwavering support and interest in 2012. As a representative of all STX Engine employees who

are committed to making the company a comprehensive engine and heavy electrical equipment maker, I wish you a happy and hopeful

new year.

Creating sustainable values for another 10 years of successThe shipbuilding industry has experienced very tough market conditions in 2012 due to the global economic recession and slowdown

of shipping market. Despite such difficulties, STX Engine posted KRW 1.075 trillion in sales and KRW 42.2 billion in operating income. To

overcome adverse market conditions and pursue internal stability, our business portfolio has put more weight on military engines and

industrial and electronic communication equipment sectors, while efficient financial risk management is being promoted establish a

stable financial structure.

Thanks to these efforts, STX Engine has been selected as the best corporation in the industrial engineering sector of the DJSI KOREA

(Dow-Jones Sustainability Index) for four consecutive years. The company also garnered the highest honor, AAA, within the category

of machinery industry in the Corporate Sustainability Evaluation conducted by the Eco Frontier regarding 461 listed companies in

Korea. For further sustainable growth, we will stabilize our business portfolio based on five business guidelines: Maximization of order-

receiving capability, Reinforcement of quality competitiveness, Development of new products, Enhancement of financial soundness, and

Innovation of management structures.

Making efforts to achieve the business goal in 2013STX Engine will make all-out efforts to achieve the goal of KRW 1.1 trillion in new orders and KRW 900 billion in sales in 2013. As the

shipbuilding industry is experiencing a shift from conventional commercial ships toward high value-added vessels including LNG

carriers and offshore plants, the market demand for diesel engines as well as eco-friendly products such as gas engine is on a steady

increase. Accordingly, we will develop the capability to flexibly deal with market changes by turning our focus from diesel engines to

eco-friendly engines and heavy electrical equipments.

We at STX Engine are determined to overcome current difficulties through creativity and challenging spirit and make a new leap

forward. Your cooperation and trust will help us emerge as a global leader in the engine and new business sectors.

Please support us to grow into a global player that leads the future with technological expertise.

07 2012 ANNUAL REPORT06 BEyONd LimiTs message from the Ceo

STX Engine is determined to overcome current difficulties through creativity and challenging spirit and make a new leap forward.

Message froM the Ceo 대표이사 인사말

CEO of STX Engine Im-Yeop Choi

demonstrating our project implementation capability by successfully completing the

production of engines to be installed in the iraqi diesel power plant

STX Engine is acknowledged around the world for its technological prowess in power plant diesel

engines with high quality and economic efficiency, which are exported to Latin America, Middle East,

and the rest of the world.

Based on rich experiences in power plant projects at home and abroad, the company has

recently participated in a large-scale diesel power plant project in Iraq, demonstrating its global

competitiveness.

Since the shipment of 24 units of 4MW class diesel engines in October 2011, additional 172 units

were delivered in January 2012 to complete the production of 196 generators with a total capacity

of 900MW. It is noteworthy that the production period was cut in half thanks to our pipeline

standardization and 24-hour assembly works, and the products were supplied substantially ahead of

the original schedule. In the on-going project of building diesel-fired power plants across Iraq, STX

Engine is responsible for supplying diesel engines that are the heart of the facility, and successfully

completed the first stage of the project based on swift supply and stable engineering technology. We

will spare no effort to win new orders by actively participating in power plant projects in Southeast

Asia and Africa as well as the Middle East.

excelling in the electronic communication equipment business with the capability to

develop proprietary technologies

STX Engine has been recognized for its technological competitiveness by developing and supplying

marine surveillance radars for coastal areas including Dokdo as well as navigation and special-purpose

radars applied to naval ships of the navy. This prowess allowed us to win the project titled “Developing

the Small (SSPA 200W-level) X-band Dual-pole Meteorological Radar System” for the first time in Korea.

In addition, we won an order from Korea Meteorological Administration to replace a total of 11 single-

pole meteorological radars with the most advanced S-band dual-pole radars. This project aims to

integrate the meteorological radars network gradually from 2012 to 2018, and boasts the largest scale

of approximately KRW 30 billion as a single order from the weather center.

We also completed the development of BNWAS (Bridge Navigational Watch Alarm System), which

must be fitted to all vessels according to an international agreement, and obtained the approval on

model from the Ministry of Land, Infrastructure, and Transport. This system was designed to prevent

marine accidents during the voyage, and became one of our electronic communication equipment

lineups.

STX Engine will continue to expand the product portfolio with the capability to develop proprietary

technologies, and solidify its status as a leading company in the electronic communication equipment

industry.

accelerating the development of engines to lead the future market, such as next-

generation and eco-friendly engines

The International Maritime Organization (IMO) has tightened the control of marine gas emissions

since 2000, and some countries allow port entry only to those ships meeting such environmental

regulations.

In accordance with these changes, STX Engine has focused on developing engines that meet the

international standards. The marine diesel engine satisfying the ‘CLEAN DESIGN’, an environmental

regulation issued by Norway’s DNV, had been developed in 2007, and an eco-friendly engine with

20% less nitrogen oxide emissions than existing one has been also developed.

We are currently working to develop an eco-friendly large-size dual fuel engine that is powered both

by diesel and LNG by 2013. Moreover, we are also consulting with a leading international firm on the

development of SCR SYSTEM, a technology that significantly reduces nitrogen oxide emissions. Upon

successful completion of these two projects, our new engines are expected to meet the IMO’s “Tier III

Standards”, which will allow us to hold a dominant position in the global engine market.

reVieW of operationsWe will expand our businesses based on proven quality and outstanding technologies

Based on advanced technology and rich experience accumulated for over 30 years, STX Engine is not

only engaging in flagship diesel engine business but also fostering new growth businesses such as

power generation facilities, electronic communication equipments, and green technologies.

Our auxiliary engine that achieved cumulative production of 26 million HP and was designated as a

world-class product is expected to enjoy robust growth thanks to increasing demands for offshore oil

development and also for offshore plants and high value-added vessels led by the development of

alternative energy sources.

To achieve the Vision 2020, STX Engine will be committed to enhancing global competitiveness by

accelerating the growth of mainstay businesses and expanding the business portfolio into the sectors

of electronic equipment control system and power trains for vessels.

2012 ANNUAL REPORTBEyONd LimiTs

520.0 billion

Emerging as a global top engine maker

STX Engine produces diesel engines with capacities of less than 11,000

HP for offshore plants and four-stroke cycle auxiliary engines ranging

from 600 to 13,000 HP applied to all types of ships from commercial

ships and special-purpose ships. Our auxiliary and back-up engines

with high quality and price competitiveness enjoy the highest market

share in the world.

We maintain the lead in the domestic marine diesel engine market

with our mid-speed marine diesel engine, which was selected as a

world’s best product. Our main export items with capacities of 200

to 15,000 HP have world-class high performance and fuel efficiency.

In addition, our low-speed and mid-speed marine engines are highly

competitive in terms of quality and price thanks to second-to-none

technological expertise.

In line with the surging demand for offshore oil development and

active exploration of alternative energy sources, the market is currently

witnessing a significant increase in demand for high value-added

vessels and offshore plants, including offshore rig, drillship, LNG carrier,

and LNG-FPSO. Accordingly, STX Engine is supplying main and auxiliary

engines and back-up generators for ships to the market. Moreover,

to respond to the rise in engine demand for value-added ships, such

as cruise ship and offshore plant, we are offering optimized package

products by integrating the equipments for diesel electric propulsion,

ship position control and marine communication.

We will faithfully comply with increasing number of international

environmental regulations by completing the development of an eco-

friendly large-size dual fuel engine that is powered both by diesel and

LNG by 2013. Moreover, we will hold a dominant position in the global

market by successfully developing new engines to lead the future.

marine dieseL enGine

marine diesel engine1716

48.4 %

We boast an annual production capacity of over

7 million HP of main and auxiliary engines that

provide propulsive force and electricity to ships.

Sales revenue and proportion of marine diesel engine business in 2012


Our diesel engines for power plant demonstrate

high quality and economic feasibility. We are

focusing on enhancing global competitiveness

while expanding the product portfolio through

continuous technology development.

Building global competitiveness based on top-notch technology and quality

STX Engine has been recognized for its technological prowess and

quality in the area of diesel-fired power generation facilities backed by

the technologies and know-how cumulated for 30 years in the marine

diesel engine business along with customer-oriented engineering

services. Our products with high efficiency and low cost are provided

through the extensive domestic and overseas service network.

In addition, our engine products are provided to various industrial

facilities including buildings, railways and port cranes, and also

to power generation facilities in the island areas and developing

countries. In recent days, emerging economies witness a growing

demand for electricity owing to the rapid economic growth, which is

expected to positively affect the on-land power plant engine market.

STX Engine made the nation’s first entry into the Iraqi plant market.

The company showed off its strength by completing the production

of 196 power generation engine units, which would be utilized in the

diesel-fired power plant being constructed by STX Group, in a short-

term period of three months. The production period was cut in half

thanks to our pipeline standardization and 24-hour assembly works,

and the products were supplied on time despite the tight schedule

and shortage of materials supplies. This successful completion of the

project has raised the expectations for more new orders from the

Middle East including Iraq.

Furthermore, the company plans to expand the power generator

and heavy electrical equipment businesses through technological

partnership with Cummins of the U.S. We will also strengthen our

position in the market of gas turbine power plant engines using

eco-friendly fuels so that we can expand our presence in the next-

generation green energy sector and emerge as a leader in the future

eco-friendly power plant engine market.

poWer pLant enGine

power plant engine1918

180.4 billion

16.8 %

Sales revenue and proportion of power plant engine business in 2012


Our military diesel engines boast the world’s most

advanced technologies and strengths of small

size, light weight and high capacity.

miLitary dieseL enGine

military diesel engine2120

270.2 billion

25.1 %

Enjoying an unrivalled position in the military diesel engine sector with top-notch technologies

Our military engine factory has an annual production capacity of 1

million HP, and manufactures special-purpose high speed engines

which are applied to K1 and K1A1 tanks, K-9 self-propelled gun, and

naval ships of the navy and coast guard (such as destroyer, patrol

killer and patrol boat). Our products make it possible to keep high

performance and high-speed rotation thanks to the engine parts built

with aluminum and high tension forged steel through cutting and

ultra-precision processing. Our superior product competitiveness is

widely recognized in the global market.

Especially, the diesel engine for naval ship propulsion is applied to

more than 80% of naval vessels of the navy and coast guard of Korea,

strengthening the position of the company.

Our engines to be installed in FFX (Future Frigate eXperimental) and

PKG (Guided missile Patrol Boat Killer) gained international recognition,

including much attention from the President of Myanmar. Moreover,

the visit from the mechanic team of UAE Joint Logistics Command

was a great opportunity for us to introduce the excellence of our

logistics support system and also to create synergy in the global

military business through enhanced mutual cooperation with UAE.

STX Engine contributes to fortifying the fighting capability of the

Korean military by producing high-performance military engines

through technology partnership with world-renowned companies

such as MTU of Germany. In the future, the number of new orders

is expected to rise due to the government’s Military Capacity

Reinforcement Project under which the transformation into a cutting-

edge weapons system will be implemented. Therefore, we plan to

focus on achieving sustainable growth by securing the capability

to provide long-term product supply in a stable manner, and also

enhancing competitiveness of the national defense industry based on

our excellent technology.

Sales revenue and proportion in the military diesel engine business in 2012


Leading the electronic communication equipment market

We have been supplying the military with a variety of radio-wave

detection systems and military engines mounted on destroyers and

patrol killers of the navy while providing commercial ships with the

equipments for ship automation and navigation communication. Our

laboratory has been researching the underwater sound detection

system for military purpose since early 1990, and cooperating

with Agency for Defense Development (ADD) to realize domestic

production of sound detection equipment. Based on the rich

experience in the domestic market, we are currently expanding into

the overseas market and promoting exports to the Middle East and

South America.

STX Engine participated in the ADD-led development of ‘combat

system of naval ships’, a computer program optimized for local naval

ships, and developed a new ‘combat system of naval ships’ which

will be applied to FFX and ‘sonar system’ which can control sonic

weapons such as torpedoes. These developments are expected to

help the national military manufacture battleships on par with those

of advanced countries.

Moreover, STX Engine signed a KRW 30 billion worth of contract with

Korea Meteorological Administration to replace a total of 11 single-

pole meteorological radars with the most advanced S-band dual-

pole radars. This project aims to integrate the meteorological radars

network gradually from 2012 to 2018.

The company has been contributing to territorial defense by

developing and supplying marine surveillance radars for coastal areas

including Dokdo and navigation and special-purpose radars applied

to naval ships of the navy. In this way, we solidified our strong status

in the radar sector and also secured a vantage point in the defense

industry.

We will strive to contribute to the advancement of the weapon system

as the demand in the sectors of satellite, aviation and communication

is expected to rise along with the growing importance of electronic

communication equipment.

eLeCtroniC CommUni-Cation eQUipment

electronic Communication equipment2322

104.4 billion

9.7 %

Our contribution to the advancement of the

weapon system with our proprietary technologies

has raised our position in the defense industry

and leadership as a radar maker.

Sales revenue and proportion in the electronic communication equipment business in 2012


Creating a new paradigm in diesel engine business

Closely working with STX Institute of Technology in Changwon, STX

Engine concentrates its efforts on researching core technologies,

and works hard to secure technological competitiveness such as

global talents and technology partnerships with leading companies.

Our continuous challenge and innovation have earned us with

international certificates including ISO 9001(Quality Management

System), ISO 14001(Environmental Management System) and OHSAS

18001(Occupational Health & Safety Management System) as well as

customer trust.

Through the cooperation with STX Offshore & Shipbuilding and

STX Institute of Technology, we successfully developed the double

resiliently-mounted generator system that minimizes the vibration

and noise of a medium-speed diesel engine when a ship is under

operation. Moreover, our converter, a core part for the 2MW wind

power plant, acquired the Certificate of Europe mark and received

wide attention from the global wind power market, creating synergy

with STX Heavy Industries and STX Wind Power engaged in the wind

power business.

Furthermore, we completed the development of BNWAS (Bridge

Navigational Watch Alarm System), which must be fitted to all vessels

according to an international agreement, and received a type approval

from the Ministry of Land, Infrastructure, and Transport. BNWAS

is designed to monitor bridge activity and detect bridge officers’

disability which could lead to marine accidents, and our newest model

BNWAS/STX-7000 is flexible enough to meet customer demands

based on various types of interfaces and module-unit design and also

highly competitive in terms of quality and price. With the newly added

model to our shipping equipment list, STX Engine will continue to

expand the product portfolio for ship automation.

Our priority is on developing next-generation engines in response to

the rapidly changing market environment. Eco-friendly marine diesel

engines and marine common rail diesel engines had been developed

in 2007 and 2008, respectively. We are also working to develop an eco-

friendly large-size dual fuel engine that is powered both by diesel and

LNG by 2013.

STX Engine will continuously strive to come up with new fuel and

engines and enhance the overall quality of ship equipment.

24 25

researCH & deVeLop-ment

research & development

STX Engine has strengthened priority on R&D

to manufacture products of the highest quality

not only in the diesel engine sector but also new

businesses.

2012 ANNUAL REPORTBEyONd LimiTs social Contribution26 27

social Contribution

STX Engine pursues a new type of voluntary work to meet the ever-diversifying demands of local communities and to give more

sense of achievement to employees. We plan to implement a series of voluntary activities, including a charity bazaar with non-

profit organizations, talent donation by employees and scholarship support to local high schools and colleges, while strengthening

the relationship with local communities through volunteer work at designated places for each voluntary group. In addition, we

engage in regular environmental clean-up activities such as STX Happy Volunteer, cleanup program: “One Mountain for One

Company” and “One River for One Company” and our independent program, the Sea Love Campaign.

Won the Health and Welfare Minister’s Award for

social welfare voluntary works

STX Engine received the Health and Welfare Minister’s Award

for its active voluntary work at the 11th National Conference on

Community Volunteering Service held at the Kim Koo Museum and

Library in June 21, 2012. A total of 600 STX Engine employees in 16

groups have engaged in social contribution activities for more than

25 hours per year, and particularly, the local community program

with Kyungnam Provincial Council on Social Welfare continued for

more than 7 years played a critical role for receiving the honor.

Visiting the 20th Army Division

STX Engine visited the 20th Army Mechanized Infantry Division in

July, 2012. Under the sisterhood relationship established in 2001,

the company has maintained “One Barrack for One Company”

relationship with the division in various ways, and supported the

cruise for outstanding soldiers as a part of the orientation programs

for the 21st new employees. We have also provided the division

with K1A1 tank engines, KI recovery vehicle engines and K9 self-

propelled engines.

STX Members Family Voluntary Service

Under the goal of making ‘the world with dreams and hope for the

future’, we have engaged in a variety of social voluntary activities to

spread the culture of sharing and win-win. Through these activities,

we aim at giving beneficiaries hope and love and making voluntary

workers feel the joy of sharing and a sense of achievement.

finanCiaL seCtion

2012 ANNUAL REPORT financial section29

table of contents

29 Independent Auditors’ Report on Consolidated Financial Statements

30 Consolidated Statements of Financial Position

32 Consolidated Statements of Comprehensive Income

34 Consolidated Statements of Changes in Equity

36 Consolidated Statements of Cash Flows

Independent Auditors’ Report on Consolidated Financial Statements

To the Board of Directors and Shareholders of STX Engine Co., Ltd.

We have audited the accompanying consolidated statements of financial position of STX Engine Co., Ltd. and its

subsidiaries(collectively the Group) as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive

income, changes in equity and cash flows for the years then ended, expressed in Korean won. These financial statements are the

responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on

our audits. We did not audit the financial statements of STX Engine Co., Ltd. and certain other consolidated subsidiaries, whose

financial statements represent 29% of the Group's total assets as of December 31, 2012, and 11% of the Group's total revenue for

the year then ended. These statements were audited by other auditors whose reports have been furnished us and our opinion,

insofar as it relates to the amounts included for STX Engine Co., Ltd. and certain other consolidated subsidiaries, is based solely on

the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of Korea. Those standards

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in

the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by

management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable

basis for our opinion.

In our opinion, the consolidated financial statements, referred to above, present fairly, in all material respects, the financial position

of STX Engine Co., Ltd. and its subsidiaries as of December 31, 2012 and 2011, and their financial performance and cash flows for

the years then ended, in accordance with International Financial Reporting Standards as adopted by the Republic of Korea (“Korean

IFRS”).

Auditing standards and their application in practice vary among countries. The procedures and practices used in the Republic of

Korea to audit such financial statements may differ from those generally accepted and applied in other countries. Accordingly,

this report is for use by those who are informed about Korean auditing standards and their application in practice.

Seoul, Korea

March 20, 2013

This report is effective as of March 20, 2013, the audit report date. Certain subsequent events or circumstances, which may occur between the audit report

date and the time of reading this report, could have a material impact on the accompanying consolidated financial statements and notes thereto. Accordingly,

the readers of the audit report should understand that there is a possibility that the above audit report may have to be revised to reflect the impact of such

subsequent events or circumstances, if any.

2012 ANNUAL REPORTBEyONd LimiTs financial section30 31

(In thousands of Korean won) 2012 2011

Assets

Current assets

Cash and cash equivalents 81,082,106 144,599,525

Other financial assets 29,987,976 21,637,578

Trade receivables 622,902,606 845,035,360

Advance payments 91,448,301 89,233,663

Inventories 389,965,357 598,368,400

Other receivables 20,749,800 35,539,417

Other current assets 12,724,021 22,948,200

Current tax asset 541,100 -

Derivative financial assets 18,802,777 9,714,916

Firm commitment assets 4,895,957 15,889,070

1,273,100,001 1,782,966,129

Non-current assets

Other financial assets 4,983,197 5,954,082

Investments in associates 88,804,431 112,148,468

Property, plant and equipment 890,973,055 1,411,507,650

Intangible assets 54,523,511 89,614,812

Investment property 52,572,619 35,630,877

Other receivables 18,186,428 67,026,969

Other non-current assets 3,691,063 6,597,892

Derivative financial assets 781,692 809,305

Firm commitment assets - 1,736,784

1,114,515,996 1,731,026,839

Assets held-for-sale 826,249,733 -

Total assets 3,213,865,730 3,513,992,968

Consolidated Statements of Financial Position December 31, 2012 and 2011


Liabilities

Current liabilities

Trade payables 69,453,263 326,555,606

Short-term borrowings 423,498,730 764,634,716

Other payables 120,044,196 131,443,120

Advances from customers 240,943,249 326,435,710

Current tax liabilities - 23,027,819

Current portion of debentures - 199,886,787

Current portion of long-term liabilities 122,529,864 95,897,058

Provisions for sales warranty - 1,375,192

Other current liabilities 29,232,206 38,139,951

Derivative financial liabilities 446,764 14,196,390

Firm commitment liabilities 8,878,774 4,196,689

1,015,027,046 1,925,789,038

Non-current liabilities

Debentures 199,502,226 -

Long-term borrowings 318,003,156 414,660,535

Retirement benefit liabilities 29,624,907 34,019,318

Deferred income tax liabilities 17,269,315 60,819,671

Provisions for sales warranty 16,375,120 21,064,094

Other non-current liabilities 21,785,974 29,668,202

Derivative financial liabilities - 3,212,512

Firm commitment liabilities 274,238 1,113,215

602,834,936 564,557,547

Liabilities held-for-sale 675,472,026 -

Total liabilities 2,293,334,008 2,490,346,585

Equity

Equity attributable to owners of the parent

Capital stock 71,695,578 71,695,578

Capital surplus 111,251,018 111,251,018

Other components of equity (5,080,483) (5,080,483)

Accumulated other comprehensive income 51,385,681 89,743,788

Retained earnings 387,419,066 436,948,971

616,670,860 704,558,872

Non-controlling interest 303,860,862 319,087,511

Total equity 920,531,722 1,023,646,383

Total equity and liabilities 3,213,865,730 3,513,992,968

Consolidated Statements of Financial Position December 31, 2012 and 2011


(In thousands of Korean won, except for per share amounts) 2012 2011

Sales 1,213,228,474 1,569,441,204

Cost of sales (1,093,130,632) (1,346,445,774)

Gross profit 120,097,842 222,995,430

Selling and marketing expenses (32,920,720) (43,257,492)

Administrative expenses (43,504,052) (38,561,685)

Operating income 43,673,070 141,176,253

Other operating income 2,815,783 6,802,290

Other operating expenses (8,675,011) (10,340,449)

Finance costs 93,471,509 87,456,080

Finance expenses (124,778,420) (115,362,445)

Gain on valuation of equity method investments 2,130,092 6,805,768

Loss on valuation of equity method investments (87,178,762) (19,682,937)

Profit before income(loss) tax (78,541,739) 96,854,560

Income tax expense (benefit) 16,900,817 (29,266,207)

Profit before income(loss) tax from continuing operations (61,640,922) 67,588,353

Discontinued operations

Profit from discontinued operations 2,561,546 7,349,912

Profit (loss) for the year (59,079,376) 74,938,265

(In thousands of Korean won, except for per share amounts) 2012 2011

Profit attributable to:

Owners of the parent

Profit (loss) from continuing operations (54,690,468) 64,937,964


(53,409,615) 68,490,038

Non-controlling interests

Profit (loss) from continuing operations (6,950,454) 2,650,389


(5,669,761) 6,448,227

Other comprehensive income (loss)

Gain on valuation of available-for-sale financial assets - 6,386

Actuarial gains(losses) on defined benefit liability 721,773 (6,046,477)

Foreign operation currency translation differences (25,308,061) 18,264,269

Currency translation differences (3,287,385) 1,440,078

Changes in equity of equity method investee (17,482,981) 40,972,384

Adjustment of equity earnings of equity method investee 10,352,013 -

Gain on revaluation of plant, property and equipment - 7,986,953

Total comprehensive income (loss) for the year (94,084,017) 137,561,858

Total comprehensive income (loss) attributable to:

Equity holders of the parent company (80,525,763) 128,717,781

Non-controlling interest (13,558,254) 8,844,077

Earnings (loss) per share

Basic and diluted earnings (loss) per share from continuing operations

(1,907) 2,264

Basic and diluted earnings per share from discontinued operations

45 124

Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive IncomeYears Ended December 31, 2012 and 2011 Years Ended December 31, 2012 and 2011


(In thousands of Korean won)

Attributable to equity holders of the Company

Common stock

Capital surplus

Other components

of equity

Accumulated and other

comprehensive income

Retained earnings Total

Non-controlling

interest

Totalequity

Balance at January 1, 2012 71,695,578 111,251,018 (5,080,483) 89,743,788 436,948,971 704,558,872 319,087,511 1,023,646,383

Comprehensive income:

Loss for the year - - - - (53,409,615) (53,409,615) (5,669,761) (59,079,376)

Other comprehensive income(loss)

Actuarial gains on defined benefit liability

- - - - 697,046 697,046 24,727 721,773

Foreign operation currency translation differences

- - - (17,432,689) - (17,432,689) (7,875,372) (25,308,061)

Currency translation differences - - - (3,287,385) - (3,287,385) - (3,287,385)

Changes in equity of equity method investee

- - - (17,445,134) - (17,445,134) (37,847) (17,482,981)

Adjustment of equity earnings of equity method investee

- - - - 10,352,013 10,352,013 - 10,352,013

Total other comprehensive income (loss) for the year

- - - (38,165,208) 11,049,059 (27,116,149) (13,558,253) (94,084,017)

Dividends - - - - (7,169,349) (7,169,349) (1,672,396) (8,841,745)

Changes in revaluation of land - - - (192,899) - (192,899) - (192,899)

Paid in capital - - - - - - 4,000 4,000

Balance at December 31, 2012 71,695,578 111,251,018 (5,080,483) 51,385,681 387,419,066 616,670,860 303,860,862 920,531,722

(In thousands of Korean won)

Attributable to equity holders of the Company

Common stock

Capital surplus

Other components

of equity

Accumulated and other

comprehensive income

Retained earnings Total

Non-controlling

interest

Totalequity

Balance at January 1, 2011 71,695,578 107,121,594 (9,067) 23,493,643 381,650,684 583,952,432 188,529,462 772,481,894

Comprehensive income:

Profit for the year - - - - 68,490,038 68,490,038 6,448,227 74,938,265

Other comprehensive income (loss)

Actuarial losses on defined benefit liability

- - - - (6,022,402) (6,022,402) (24,075) (6,046,477)

Gain on valuation of vailable-for-sale financial assets

- - - 6,386 - 6,386 - 6,386

Foreign operation currency translation differences

- - - 18,123,612 - 18,123,612 140,657 18,264,269

Currency translation differences - - - 1,440,078 - 1,440,078 - 1,440,078

Changes in equity of equity method investee

- - - 40,939,953 - 40,939,953 32,431 40,972,384

Gain on revaluation of plant, property and equipment - - - 5,740,116 - 5,740,116 2,246,837 7,986,953

Total other comprehensive income for the year

- - - 66,250,145 62,467,636 128,717,781 8,844,077 137,561,858

Dividends - - - - (7,169,349) (7,169,349) (1,813,695) (8,983,044)

Effect on changes in equity - 4,129,424 (5,071,416) - - (941,992) 123,527,667 122,585,675

Balance at December 31, 2011 71,695,578 111,251,018 (5,080,483) 89,743,788 436,948,971 704,558,872 319,087,511 1,023,646,383

Consolidated Statements of Changes in EquityConsolidated Statements of Changes in Equity Years Ended December 31, 2012 and 2011Years Ended December 31, 2012 and 2011



Cash flows from operation activities:

Cash generated from (used in) operations 81,450,273 (109,683,511)

Interest received 4,571,312 22,726,735

Dividends received 1,381,591 651,308

Income taxes paid (24,569,770) (15,298,202)

Net cash provided by (used in) operating activities 62,833,406 (101,603,670)

Cash flows from investing activities

Proceeds from disposal of property, plant and equipment 2,499,285 2,946,701

Proceeds from disposal of intangible assets 134,265 -

Decrease in long-term loans 585,956 2,482,549

Decrease in guarantee deposits 481,737 2,759,030

Increase in government grants 4,381,366 6,380,009

Decrease in other financial assets 84,260,458 59,166,693

Decrease in short-term loans 10,014,732 171,900

Decrease in other non-current assets 1,568,205 (1,076,224)

Acquisition of property, plant and equipment (32,907,413) (38,910,293)

Acquisition of intangible assets (10,446,552) (13,003,227)

Acquisition of investments in subsidiary - (10,602,994)

Acquisition of investments in associates (418,992) (7,253,471)

Increase in long-term loans (12,669,799) (42,967,080)

Increase in other non-current assets (1,068,279) (680,229)

Incerease in guarantee deposits (881,690) -

Increase in other financial assets (93,649,163) (22,276,856)

Increase in short-term loans (9,331,000) (10,501,800)

Decrease in government grants (411,209) -

Net cash used in investing activities (57,858,093) (73,365,292)


Cash flows from financing activities

Proceeds from borrowings 789,497,008 674,458,714

Issuance of debentures 199,179,700 -

Acquisition of additional investments in subsidiary - (10,897,947)

Repayments of borrowings (727,716,028) (497,030,214)

Repayments of debentures (200,000,000) -

Dividends paid (8,841,386) (8,982,682)

Interest paid (97,896,272) (67,687,993)

Net cash provided by (used in) financing activities (45,776,978) 89,859,878

Exchange rate effect of cash and cash equivalents (5,464,365) 6,183,536

Net decrease in cash and cash equivalents (46,266,030) (78,925,548)

Cash and cash equivalents at the beginning of year 144,599,525 195,311,378

Changes in scope of consolidation - 28,213,695

Cash and cash equivalents at the end of year 98,333,495 144,599,525

Cash and cash equivalents of disposal group classified as held for sale

(17,251,389) -

Cash and cash equivalents at the end of the year on consolidated statement of financial position

81,082,106 144,599,525

Consolidated Statements of Cash Flows Consolidated Statements of Cash FlowsYears Ended December 31, 2012 and 2011 Years Ended December 31, 2012 and 2011

affiliates

2012 ANNUAL REPORTBEyONd LimiTs affiliates38 39

STX Energy Co., Ltd. | www.stxenergy.co.krSTX Energy has cogeneration power plants in Banwol Industrial Complex and Gumi Industrial Complex, providing high-quality steam and electr icity to customers in the industrial complexes. The cogeneration power plants have raised energy efficiency by more than 30% through advanced operating system and innovatively reduced costs through fuel diversification. Moreover, the company has acquired the rights to operate the community energy business for Daegu Technopolis, and is promoting its district heating business, while striving to establish a platform as a comprehensive energy company. Along with the consolidation of oil trading business, STX Energy will focus on developing new business items such as trading and bio-diesel based on the existing network, and securing new growth engines for new and renewable energy business so as to emerge as a leading company that ushers in the green growth era.

STX Electric Power Co., Ltd. | www.stxep.comAccording to the government’s 5th Basic Plan for Electricity Supply and Demand, STX Electric Power is pushing ahead with the construction of Bukpyeong Power Plant, the nations’ first base load thermal power plant in public-private partnership, in Donghae City, Gangwon Province. With two power facilities with a generation capacity of 500 MW each or 1,190 MW in total to be completed by 2015, Bukpyeong Power Plant will be the most advanced eco-friendly power plant in Korea. Upon the successful completion, STX Electric Power is ready to take off as the country’s representative private power generator. The advancement into the private power generation business has also created synergy in all business sectors of the Group including construction, overseas resource development, trading, shipbuilding, and solar and wind power businesses. STX Electric Power will diversify its business portfolio based on the Group’s capabilities, and leapfrog into the nation’s leading power generator.

STX Construction Co., Ltd. | www.stxconst.co.krSince the inception in 2005, STX Construction has been achieving remarkable growth by building mega-scale port facilities, goliath cranes and plants. Its main growth engine lies in aggressive entry into overseas businesses. Starting with the STX Dalian Shipbuilding Complex project, STX Construction has been engaged in constructing new towns for approximately 30 thousand households in surrounding areas, and preparing for the construction of ports and shipyards in Russia and Brazil. Moreover, the earlier-than-scheduled completion of the ultra large residential complex project totaling USD180 million in Abu Dhabi, UAE, has brought the company the opportunity to win more projects: constructing the Rawdhat residential building in Abu Dhabi, and residential complexes in Saudi Arabia. STX Construction’s overseas business has been more spurred by winning construction projects such as housing for working class in Guam, steel plants and residential complexes in Saudi Arabia, and diesel power plants in Iraq.

STX Marine Service Co., Ltd.｜http://www.stxmarine.co.krSTX Marine Service was spun off from STX Corporation to strengthen expertise and core capability in the marine service business in 2011. The company has provided customers with systematic marine services that meet their needs and tightening ship-related regulations while improving service quality through effective safety, quality, and environment management. Its business portfolio includes comprehensive marine services such as sale of materials and products for ships, commissioning of vessel engines, repairmen services, and sale of ship parts. STX Marine Service intends to become a world-class total marine service provider. To this end, the company is concentrating on securing specialized technologies and high-caliber talents, and expanding the global network.

STX Solar Co., Ltd. | www.stxsolar.co.krStarting with the solar cell business, STX Solar has provided a total solution for the solar industry. The company established a solar cell factory and a R&D center at the site of 60,000 m² in the 4th Gumi National Industrial Complex in 2009, and increased the production capacity of solar cells to 180MW while building a 50MW solar cell module factory in 2011. Furthermore, its comprehensive EPC capability covering power plant design and production, installation, and test-run has been reinforced. STX Solar has established total solution systems in the solar business sector by cooperating with affiliates experienced in power plant development and operation, such as STX Energy, and completed the vertical integration system for ‘solar cell < module< system installation’. In order to effectively comply with the Renewable Portfolio Standard (RPS) that will take effect from 2012, STX Solar will focus on the system installation business at home and abroad and expand the production scale of solar cells to 500MW and modules to 200MW so that it can meet the huge demand to be created through the grid parity from 2014.

STX PanOcean Co., Ltd. | www.stxpanocean.comAs Korea’s representative shipping company, STX Pan Ocean has been gaining high reputation and trust in the dry bulk shipping markets in the world for a long time. Based on unrivaled competitiveness in the dry bulk service, the company has extended its reach to non-dry bulk sectors such as container service, tanker service, car carrier service, gas carrier service and OSV (Offshore Support Vessel) service. Furthermore, it made the nation’s first foray into the semi-submersible vessel and heavy lift carrier services. To secure the foundation for sustainable growth and stable business portfolio, the company pursued business diversification by entering the grain terminal and marine specialized vessel businesses for the first time in Korea. By harnessing continuous marketing activities based on its solid global network and accumulated experience in shipping services, it has been succeeding in signing a series of long-term contracts with major domestic and foreign shippers, and laying the foundation for mid and long-term growth. STX Pan Ocean is currently emerging as the world’s best shipping company through continuously expanding the fleet and developing new businesses.

STX Offshore & Shipbuilding Co., Ltd.｜www.stxons.comBased on 45-year accumulated experiences, cutting-edge technologies and top-notch workforce, STX Offshore & Shipbuilding is demonstrating its global competitiveness in designing and building high value-added vessels such as LNG carriers, ultra-large containerships and VLCCs. In addition, it successfully entered the offshore business, gaining recognition as the world’s leading shipbuilder in the fields of offshore facilities such as offshore pipe layer, drillship and floating storage unit and special purposed vessels such as dredger and side stone dumping vessel. As the only global shipbuilder capable of constructing all types of ships based on three footholds connecting Dalian Shipbuilding Complex, STX Europe, and Jinhae shipyard, the company will usher in the future of ocean industry through continuous technology innovation and business structure advancement.

STX Dalian Shipyards | www.stxdalian.comTo leapfrog into a global leading shipbuilder, STX Group completed the integrated shipbuilding and machiner y production system in Dal ian, China, through close cooperation among affiliates. STX Dalian Shipbuilding Complex, as the center of STX’s global network connecting Korea, Europe and China, plays a pivotal role for STX Group’s advance into the world’s best shipbuilding group and global engine maker. STX Dalian Shipbuilding Complex, equipped with the world’s largest dry dock, a 5 km long quay, and a steel cutting facility with an annual capacity of 1 million tons, has established a production system for various industrial plants as well as a specialized and vertical integration system for basic material processing, engine assembling, hull block fabrication, shipbuilding and offshore construction. Dalian Shipbuilding Complex will play a key role in realizing STX’s dream to become a global top shipbuilder & engine maker.

STX Europe ASA | www.stxeurope.comBased on original technologies accumulated for more than 270 years, STX Europe has been specialized in building high value-added ships such as cruise ships, ferries, merchant ships, and offshore plants. The company is operating 15 shipyards in 6 countries, and committed to maximizing customer satisfaction by building and supplying innovative ships that meet the needs of customers around the world. While building cruise ships and ferries mainly at the shipyards in Finland and France, we provide major cruise ship owners with quality ship maintenance services. STX Europe has constructed the top 15 cruise ships in terms of size, including the world’s largest cruise ships ‘Oasis of the Seas’ and ‘Allure of the Seas’, and demonstrates its unrivaled excellence in the industry based on top-notch technical professionals, modernized shipyards, second-to-none ship design technologies and abundant shipbuilding experiences.

STX Heavy Industries Co., Ltd. | www.stxhi.co.krSTX Heavy Industries was founded as STX Enpaco in 2001, renamed as STX Metal in 2010, and merged with former STX Heavy Industries in January 2013. Instead of remaining as a manufacturer of shipbuilding & machinery modules and large diesel engines, it chose to reemerge as a global company by entering the industrial plant EPC business that requires combined state-of-the art technologies. STX Heavy Industries is creating new opportunities in the global market by winning a series of new projects in the power generation and chemical plant industry centered on the Middle East and South America, thanks to the successful implementation of projects to construct steel plants in Saudi Arabia and diesel power plants in Iraq. Moreover, based on 35-year accumulated technologies and know-how in engines and materials, its products, including superchargers and crankshafts for mid-sized diesel engines and cylinder liners for large-sized diesel engines, are selected as the world’s best products, while its technologies are highly recognized in the domestic and overseas markets owing to the production of key components in diesel engines, shipbuilding equipment, and state-of-the-art materials.

STX Engine Co., Ltd. | www.stxengine.co.krSTX Engine is specialized in diesel engine production ranging f rom mar ine engines fo r mega-sca le containerships, LNG carriers, ultra-large oil tankers, drill ships and FPSO, military engines with high power output and ultra-lightness, generator engines, to engines for other industrial applications. Its independent technologies, such as cutting-edge military equipment and navigation data storage device VDR, have earned the company with high reputation in the global telecommunication industry. Through continuous technology development, the successfully localized four-stroke diesel engine has achieved a cumulative production of 30 million hp, while the marine generator engine was selected as the ‘World’s Best Product’. Moreover, with the development of a four-stroke common rail diesel engine for marine use, which lowers nitrogen oxide emissions by 22%, STX Engine is demonstrating leadership in the eco-friendly engine development field. STX Engine also made inroads into the ship automation business through partnerships with leading international companies, and more recently has implemented the power plant project in Iraq.

Tokyo

SydneyPerth

DalianFushun

Hong Kong

Quingdao

Shanghai

Guam

Qazaly

Moscow

Singapore

Kota Kinabalu

Ulaanbaatar

Tianjin

Accra

New Jersey

Texas

Vancouver

Alberta

Huston

Fort Lauderdale

New York

St. Nazaire

Lorient

Lanester

London

Rauma

Oslo

Faroes Island

Lelystad

Turku

PiikkioHelsinki

Dubai

Ireland

Rotterdam

Lagos

Rio de Janeiro

Asia

Name Country City

STX (Dalian) Holdings Co.,Ltd. China DalianSTX(Dalian) Shipbuilding Co.,Ltd. China DalianSTX(Dalian) Marine Engineering Co.,Ltd. China DalianSTX(Dalian) Engine Co.,Ltd. China DalianSTX(Dalian) Metal Co.,Ltd. China DalianSTX(Dalian) Heavy Industries Co.,Ltd. China DalianSTX(Dalian) Plant Co., Ltd. China DalianSTX Construction (Dalian) Co.,Ltd. China DalianSTX(Dalian) Information Technology Co., Ltd. China DalianSTX Architectural Design Co.,Ltd. China DalianDaeSeung(Dalian) Logistics Co., Ltd. China DalianSTX (Dalian) Business Center Co.,Ltd. China DalianSTX Real Property Development (Dalian) Co.,Ltd. China DalianSTX Fushun Heavy Industry Co.,Ltd. China FushunSTX (Shanghai) Corporation Ltd. China ShanghaiSTX PanOcean(Hong Kong) Co., Ltd. China Hong KongSTX Pan Ocean (China) Co.,Ltd. China ShanghaiQingdao STX International Logistics co., Ltd. China QuingdaoQingdao STX-Keyun Logistics Co.,Ltd. China QuingdaoTIANJIN STX – SINOTRANS LOGISTICS Co.,Ltd. China TianjinSEA WIN Shipping Co., Ltd. China QuingdaoQingdao STX Machinery Co.,Ltd. China QuingdaoDalian DaeSeung Tech Co., Ltd. China DalianGulf Pacific Shipping Ltd. China Hong KongSTX China shipbuilding Holdings Co., Ltd. China Hong KongSTX Japan Corporation Japan TokyoSTX Global Logix Co.,Ltd. Japan Tokyo

Name Country City

STX Container (Japan) Co., Ltd. Japan TokyoDS CEMENT LLP Kazakhstan QazalySTX HI Malaysia Sdn. Bhd. Malaysia Kota KinabaluSTX Mongolia LLC. Mongolia UlaanbaatarSTX CITINET LLC. Mongolia UlaanbaatarSTX Pan Ocean Singapore Pte., Ltd. Singapore SingaporeSTX Logistics Singapore Pte., Ltd. Singapore SingaporeSTX Pan Ocean LNG Pte., Ltd. Singapore SingaporeSTX International Trading (Singapore) Pte., Ltd. Singapore SingaporeSTX Service Singapore Pte.,Ltd. Singapore Singapore

Middle East

Name Country City

STX Middle East FZE UAE DubaiSTX Gulf Shipping DMCCO UAE Dubai

America

Name Country City

STX Brasil Maritima Ltda. Brazil Rio de JaneiroSTX Engemar Participacoes Ltd. Brazil Rio de JaneiroSTX Canada Marine Canada VancouverSTX Energy Canada, Inc. Canada AlbertaYounex Enterprises Corporation USA GuamSTX Younex Construction Co., Ltd. USA GuamSTX America Inc. USA New JerseySTX Pan Ocean (America), Inc. USA New YorkSTX Energy America, Inc USA TexasSTX Petroleum Manchaca, LLC. USA TexasSTX US Marine USA HustonSTX Energy Texas, LLC. USA TexasSTX Energy E&P Offshore Management, LLC. USA TexasSTX USA Lifecycle Services Inc. USA Fort Lauderdale

Name Country City

STX France SA France St. NazaireSTX France Lorient SAS France LorientSTX France Solutions SAS France St. NazaireSTX France LNG Techology SAS France St. NazaireSTX France Cabins SAS France LanesterSTX Ireland Ltd. Ireland IrelandSTX WINDPOWER B.V Netherlands LelystadSTX Service Europe B.V. Netherlands RotterdamSTX Norway AS Norway OsloSTX Europe AS Norway OsloScandinor AS Norway OsloOrion Stroy Russia MoscowSTX Pan Ocean (U.K) Co., Ltd. UK LondonWORLD D&F INVESTMENT(UK) Co., Ltd. UK London

Europe

Name Country City

STX Finland OY Finland TurkuSTX Finland Cabins OY Finland PiikkioAker Arctic Technology OY Finland HelsinkiShipbuilding Completion OY Finland TurkuTechnology Design and Eng'nD OY Finland Rauma

Africa

Name Country City

STX Engineering & Construction Ghana Ltd. Ghana AccraSTX Ghana Ltd. Ghana AccraDTK Oceanic Ltd. Nigeria Lagos

Oceania

Name Country City

STX RHL Pty., Ltd. Australia SydneySTX Construction Australia Pty., Ltd. Australia PerthSTX HEAVY INDUSTRIES AUSTRALIA Pty., Ltd. Australia Perth

global network

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yright ⓒ 2012 by STX Engine Produced by IR Plus

80, Seongsan-dong, Seongsan-gu, Changwon-si,

Gyeongsangnam-do, Korea

http://www.stxengine.co.kr

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