-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M2zgdf6YDfPV1hN1hYdpvYM+CYscoaoqhKOsGiS2k8N8GF61natVRDSp0wOk0Zjt a9ThtrQqxL9HCMKtJJchIA== 0001193125-08-143576.txt : 20080630 0001193125-08-143576.hdr.sgml : 20080630 20080630114209 ACCESSION NUMBER: 0001193125-08-143576 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 12 CONFORMED PERIOD OF REPORT: 20071231 FILED AS OF DATE: 20080630 DATE AS OF CHANGE: 20080630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KT CORP CENTRAL INDEX KEY: 0000892450 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-14926 FILM NUMBER: 08924558 BUSINESS ADDRESS: STREET 1: 206 JUNG TA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 BUSINESS PHONE: 82317270932 MAIL ADDRESS: STREET 1: 206 JUNG JA DONG BUNN DONG GU CITY: SUNGNAM CITY KOREA STATE: M5 ZIP: 463711 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM CORP DATE OF NAME CHANGE: 19971006 FORMER COMPANY: FORMER CONFORMED NAME: KOREA TELECOM DATE OF NAME CHANGE: 19950130 20-F 1 d20f.htm FORM 20-F FORM 20-F
Table of Contents

As filed with the Securities and Exchange Commission on June 30, 2008


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 20-F


(Mark One)

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

OR

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

For the fiscal year ended December 31, 2007

OR

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

OR

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

Date of event requiring this shell company report                     

For the transition period from                      to                     

Commission file number 1-14926


KT Corporation

(Exact name of Registrant as specified in its charter)


KT Corporation   The Republic of Korea
(Translation of Registrant’s name into English)   (Jurisdiction of incorporation or organization)

206 Jungja-dong

Bundang-ku, Sungnam, Gyunggi-do

463-711 Korea

(Address of principal executive offices)

Thomas Bum Joon Kim

206 Jungja-dong

Bundang-ku, Sungnam, Gyunggi-do

463-711 Korea

Telephone: +82-31-727-0950 to 0959; E-mail: thomaskim@kt.com

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


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

Title of each class


 

Name of each exchange on which registered


American Depositary Shares, each representing
one-half of one share of common stock
  New York Stock Exchange, Inc.
Common Stock, par value Won 5,000 per share*   New York Stock Exchange, Inc.*

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

None

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

None

As of December 31, 2007, there were 203,686,823 shares of common stock, par value Won 5,000 per share, outstanding (not including 71,515,577 shares of common stock held by the company as treasury shares)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes     x  No    ¨

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    x  No    ¨

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

Large accelerated filer    x Accelerated filer    ¨   Non-accelerated filer    ¨

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

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

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

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

 



Table of Contents

TABLE OF CONTENTS

 

PART I

   1

ITEM 1.

  

IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS

   1
    

Item 1.A.

  

Directors and Senior Management

   1
    

Item 1.B.

  

Advisers

   1
    

Item 1.C.

  

Auditors

   1

ITEM 2.

  

OFFER STATISTICS AND EXPECTED TIMETABLE

   1
    

Item 2.A.

  

Offer Statistics

   1
    

Item 2.B.

  

Method and Expected Timetable

   1

ITEM 3.

  

KEY INFORMATION

   2
    

Item 3.A.

  

Selected Financial Data

   2
    

Item 3.B.

  

Capitalization and Indebtedness

   5
    

Item 3.C.

  

Reasons for the Offer and Use of Proceeds

   5
    

Item 3.D.

  

Risk Factors

   5

ITEM 4.

  

INFORMATION ON THE COMPANY

   13
    

Item 4.A.

  

History and Development of the Company

   13
    

Item 4.B.

  

Business Overview

   14
    

Item 4.C.

  

Organizational Structure

   36
    

Item 4.D.

  

Property, Plants and Equipment

   36

ITEM 4A.

  

UNRESOLVED STAFF COMMENTS

   39

ITEM 5.

  

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   39
    

Item 5.A.

  

Operating Results

   39
    

Item 5.B.

  

Liquidity and Capital Resources

   54
    

Item 5.C.

  

Research and Development, Patents and Licenses, Etc.

   61
    

Item 5.D.

  

Trend Information

   61
    

Item 5.E.

  

Off-balance Sheet Arrangements

   61
    

Item 5.F.

  

Tabular Disclosure of Contractual Obligations

   61
    

Item 5.G.

  

Safe Harbor

   61

ITEM 6.

  

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

   62
    

Item 6.A.

  

Directors and Senior Management

   62
    

Item 6.B.

  

Compensation

   67
    

Item 6.C.

  

Board Practices

   67
    

Item 6.D.

  

Employees

   69
    

Item 6.E.

  

Share Ownership

   71

ITEM 7.

  

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   71
    

Item 7.A.

  

Major Shareholders

   71
    

Item 7.B.

  

Related Party Transactions

   72
    

Item 7.C.

  

Interests of Experts and Counsel

   72

ITEM 8.

   FINANCIAL INFORMATION    72
    

Item 8.A.

   Consolidated Statements and Other Financial Information    72
    

Item 8.B.

   Significant Changes    73

 

i


Table of Contents

ITEM 9.

  

THE OFFER AND LISTING

   74
    

Item 9.A.

   Offer and Listing Details    74
    

Item 9.B.

   Plan of Distribution    75
    

Item 9.C.

   Markets    75
    

Item 9.D.

   Selling Shareholders    80
    

Item 9.E.

   Dilution    80
    

Item 9.F.

   Expenses of the Issuer    80

ITEM 10.

  

ADDITIONAL INFORMATION

   80
    

Item 10.A.

   Share Capital    80
    

Item 10.B.

   Memorandum and Articles of Association    80
    

Item 10.C.

   Material Contracts    86
    

Item 10.D.

   Exchange Controls    86
    

Item 10.E.

   Taxation    89
    

Item 10.F.

   Dividends and Paying Agents    93
    

Item 10.G.

   Statements by Experts    94
    

Item 10.H.

   Documents on Display    94
    

Item 10.I.

   Subsidiary Information    94

ITEM 11.

  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   94

ITEM 12.

  

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   96
    

Item 12.A.

   Debt Securities    96
    

Item 12.B.

   Warrants and Rights    96
    

Item 12.C.

   Other Securities    96
    

Item 12.D.

   American Depositary Shares    96

PART II

   97

ITEM 13.

  

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

   97

ITEM 14.

  

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

   97

ITEM 15.

  

CONTROLS AND PROCEDURES

   97

ITEM 16.

  

[RESERVED]

   98

ITEM 16A.

  

AUDIT COMMITTEE FINANCIAL EXPERT

   98

ITEM 16B.

  

CODE OF ETHICS

   98

ITEM 16C.

  

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   98

ITEM 16D.

  

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

   99

ITEM 16E.

  

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

   99

PART III

   100

ITEM 17.

  

FINANCIAL STATEMENTS

   100

ITEM 18.

  

FINANCIAL STATEMENTS

   100

ITEM 19.

  

EXHIBITS

   100

 

ii


Table of Contents

PRESENTATION

 

All references to “Korea” or the “Republic” contained in this annual report mean the Republic of Korea. All references to the “Government” are to the government of the Republic of Korea. All references to “we,” “us” or the “Company” are to KT Corporation and, as the context may require, its subsidiaries.

 

All references to “Won” or “(Won)” in this annual report are to the currency of the Republic and all references to “Dollars,” “$,” “US$” or “U.S. dollars” are to the currency of the United States of America. Unless otherwise indicated, translations of Won amounts into Dollars in this annual report were made at the noon buying rate in The City of New York for cable transfers in Won per US$1.00 as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, the translations of Won into Dollars were made at the noon buying rate in effect on December 31, 2007, which was Won 935.8 to US$1.00.

 

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

 

Through December 31, 2007, the Korea Accounting Standards Board has issued Statements of Korea Accounting Standards (“SKAS”) No. 1 through No. 25. Among these statements, SKAS No. 1 through No. 10 and SKAS No. 12 through No. 20 are required to be applied in the prior periods. Although SKAS No. 11 and SKAS No. 21 through No. 25 are required to be applied starting in 2007, the accompanying consolidated financial statements as of December 31, 2006 and 2007 and for the years ended December 31, 2005, 2006 and 2007 have been reclassified in accordance with Statements of Korea Accounting Standards No. 16 and No. 21 for comparison purposes.

 

In addition, we have reclassified certain of our accounts effective January 1, 2007, and we have made the corresponding reclassification to our 2005 and 2006 accounts in the accompanying consolidated financial statements.

 

PART I

 

Item 1. Identity of Directors, Senior Managers and Advisers

 

Item 1.A. Directors and Senior Management

 

Not applicable.

 

Item 1.B. Advisers

 

Not applicable.

 

Item 1.C. Auditors

 

Not applicable.

 

Item 2. Offer Statistics and Expected Timetable

 

Item 2.A. Offer Statistics

 

Not applicable.

 

Item 2.B. Method and Expected Timetable

 

Not applicable.

 

1


Table of Contents

Item 3. Key Information

 

Item 3.A. Selected Financial Data

 

You should read the selected consolidated financial data below in conjunction with the Consolidated Financial Statements as of December 31, 2006 and 2007 and for each of the years in the three-year period ended December 31, 2007, and the reports of the independent registered public accounting firms on these statements included herein. The selected consolidated financial data for the five years ended December 31, 2007 are derived from our audited consolidated financial statements.

 

Our Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in Korea (“Korean GAAP”), which differ in certain significant respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). See Note 36 to the Consolidated Financial Statements for a description of the nature and the effect of such differences.

 

Income Statement Data

 

    Year Ended December 31,

    2003

  2004

    2005

    2006

  2007

  2007

    (In billions of Won and millions of Dollars, except per share data)

Korean GAAP(1):

                                       

Operating revenues

  (Won) 16,068   (Won) 17,068     (Won) 17,192     (Won) 17,825   (Won) 18,660   US$ 19,940

Operating expenses

    14,245     14,588       14,781       15,442     16,915     18,075

Operating income

    1,822     2,481       2,411       2,383     1,745     1,865

Donations and contribution payments(2)

    182     147       84       86     90     96

Gain (loss) on disposition of available-for-sale securities(3)

    772     (15 )     70       78     9     10

Income taxes(4)(5)

    524     578       399       476     357     381

Income from continuing operations

    1,058     1,431       1,365       1,510     1,097     1,172

Income (loss) from discontinuing operations

    —       —         (5 )     —       74     79

Net Income

    1,058     1,431       1,360       1,510     1,171     1,251

Attributable to equity holders of the parent

    822     1,282       1,085       1,292     1,056     1,129

Attributable to minority interests

    236     149       275       218     115     122

Basic income per share from continuing operations

    3,802     6,084       5,154       6,153     4,754     5.08

Basic net income per share(6)

    3,802     6,084       5,131       6,155     5,112     5.46

Diluted income per share from continuing operations

    3,313     5,697       5,148       6,146     4,754     5.08

Diluted net income per share(7)

    3,313     5,697       5,124       6,148     5,112     5.46

Dividends per share(8)

    2,000     3,000       3,000       2,000     2,000     2.14

U.S. GAAP(9):

                                       

Operating revenues

  (Won) 11,776   (Won) 12,240     (Won) 12,328     (Won) 14,088   (Won) 17,961   US$ 19,193

Operating income

    1,167     1,944       1,539       1,868     1,498     1,601

Income taxes

    218     387       356       357     270     289

Income from continuing operations

    395     1,405       1,154       1,329     995     1,063

Income (loss) from discontinuing operations

    —       —         (5 )     —       74     79

Net income

    395     1,405       1,149       1,329     1,069     1,142

Basic income per share from continuing operations

    1,830     6,663       5,452       6,331     4,814     5.14

Basic income per share(6)

    1,830     6,663       5,428       6,333     5,172     5.53

Diluted income per share from continuing operations

    1,653     6,215       5,447       6,325     4,814     5.14

Diluted income per share(7)

    1,653     6,215       5,423       6,327     5,172     5.53

 

2


Table of Contents

Balance Sheet Data

 

     Year Ended December 31,

     2003

    2004

    2005

   2006

   2007

   2007

     (In billions of Won and millions of Dollars)

Korean GAAP(1):

                                           

Working capital(10)

   (Won) (1,184 )   (Won) (1,526 )   (Won) 1,309    (Won) 558    (Won) 564    US$ 603

Net property and equipment

     16,374       15,721       15,087      15,167      15,288      16,337

Total assets

     25,557       26,473       24,678      24,243      24,127      25,782

Long term debt, excluding current portion

     9,050       6,985       7,360      6,097      5,973      6,383

Refundable deposits for telephone installation

     1,227       1,087       958      907      841      899

Total stockholders’ equity

     8,397       9,026       10,390      10,697      11,138      11,902

U.S. GAAP(9):

                                           

Working capital(10)

   (Won) (99 )   (Won) (763 )   (Won) 334    (Won) 333    (Won) 332    US$ 355

Net property and equipment

     11,515       10,846       10,677      14,729      14,671      15,678

Total assets

     19,532       20,384       18,383      24,098      24,023      25,671

Total stockholders’ equity

     5,890       6,660       7,345      8,038      8,438      9,017

 

Other Financial Data

 

     Year Ended December 31,

 
     2003

    2004

    2005

    2006

    2007

    2007

 
     (In billions of Won and millions of Dollars)  

Korean GAAP:

                                                

Net cash provided by operating activities

   (Won) 3,190     (Won) 4,719     (Won) 5,865     (Won) 5,714     (Won) 4,265     US$ 4,558  

Net cash used in investing activities

     (1,481 )     (3,618 )     (2,526 )     (3,061 )     (3,449 )     (3,686 )

Net cash used in financing activities

     (2,065 )     (106 )     (3,601 )     (2,367 )     (1,368 )     (1,462 )

U.S. GAAP(9):

                                                

Net cash provided by operating activities

   (Won) 2,174     (Won) 3,613     (Won) 3,588     (Won) 4,667     (Won) 4,260     US$ 4,552  

Net cash used in investing activities

     (1,654 )     (2,607 )     (735 )     (2,432 )     (3,410 )     (3,644 )

Net cash used in financing activities

     (691 )     (19 )     (3,362 )     (1,671 )     (1,271 )     (1,358 )

 

Operating Data

 

     As of December 31,

     2003

   2004

   2005

   2006

   2007

     (Unaudited)

Lines installed (thousands)(11)

   25,202    25,577    26,190    26,838    26,671

Lines in service (thousands)(11)

   21,841    21,091    20,837    20,331    19,980

Lines in service per 100 inhabitants(12)

   45.6    43.8    43.1    42.0    41.2

Mobile subscribers (thousands)(13)

   10,442    11,729    12,302    12,914    13,721

Broadband Internet subscribers (thousands)

   5,589    6,078    6,242    6,353    6,516

(1)

Through December 31, 2007, the Korea Accounting Standards Board has issued Statements of Korea Accounting Standards (“SKAS”) No. 1 through No. 25. Among these statements, SKAS No. 1 through No. 10 and SKAS No. 12 through No. 20 are required to be applied in the prior periods. Although SKAS No. 11 and SKAS No. 21 through No. 25 are required to be applied starting in the current period, the balances of 2005, 2006 and 2007 have been reclassified in accordance with Statements of Korea Accounting

 

3


Table of Contents
 

Standards No. 16 and No. 21. In addition, we have reclassified certain of our accounts effective January 1, 2007, and we have made the corresponding reclassification to our 2005 and 2006 accounts.

(2) Includes donations and contributions to the Government’s Information and Telecommunication Improvement Fund, the Korea Electronic Telecommunication Research Institute and other institutes supporting science and technology research prior to 2005. In 2007, we reclassified the contributions to the Government’s Information and Telecommunication Improvement Fund to operating expenses and modified related figures for 2007, 2006 and 2005.
(3) Includes a gain of Won 776 billion in 2003 as a result of our disposition of 3,809,288 shares of SK Telecom.
(4) Includes impairment of deferred tax asset of Won 134 billion in 2003, Won 174 billion in 2004, Won 57 billion in 2005, Won 26 billion in 2006 and 38 billion in 2007 due to our conclusion that we would not be able to realize the tax benefit of our equity in losses of affiliates within the near future. See Note 25 to the Consolidated Financial Statements.
(5) With the early adoption in 2006 of the Application of Korea Accounting Standard 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures,” the amounts for 2005 and prior were restated in 2006 as required by this standard.
(6) Basic earnings per share under Korean GAAP and U.S. GAAP is calculated by dividing net earnings by the weighted average number of shares outstanding during the period. The weighted average number of shares of common stock outstanding during the period was 216,106 thousand for 2003, 210,759 thousand for 2004, 211,565 thousand for 2005, 209,895 thousand for 2006 and 206,599 thousand for 2007.
(7) Diluted earnings per share are calculated based on the effect of dilutive securities that were outstanding during the period. The denominator of the diluted earnings per share computation is adjusted to include the number of additional common shares that would have been outstanding if the dilutive securities had been converted into common stock. In addition, the numerator is adjusted to include the after-tax amount of interest recognized associated with convertible notes. The weighted average number of common and common equivalent shares outstanding was 263,556 thousand for 2003, 233,270 thousand for 2004, 211,822 thousand for 2005, 210,150 thousand for 2006 and 206,599 thousand for 2007 (under U.S. GAAP, 241,291 thousand for 2003, 233,270 thousand for 2004, 211,822 thousand for 2005, 210,150 thousand for 2006 and 206,599 thousand for 2007).
(8) The calculation of dividends per share represents the weighted average dividends paid per share.
(9) See Note 36 to the Consolidated Financial Statements for reconciliation to U.S. GAAP.
(10) “Working capital” means current assets minus current liabilities.
(11) Including public telephones.
(12) Excluding public telephones.
(13) Includes subscribers of KTF and resale subscribers of KT Corporation. As of December 31, 2003, KTF had approximately 8.9 million subscribers and KT Corporation had approximately 1.6 million resale subscribers. As of December 31, 2004, KTF had approximately 9.5 million subscribers and KT Corporation had approximately 2.2 million resale subscribers. As of December 31, 2005, KTF had approximately 9.8 million subscribers and KT Corporation had approximately 2.5 million resale subscribers. As of December 31, 2006, KTF had approximately 10.2 million subscribers and KT Corporation had approximately 2.7 million resale subscribers. As of December 31, 2007, KTF had approximately 10.8 million subscribers and KT Corporation had approximately 2.9 million resale subscribers.

 

4


Table of Contents

Exchange Rate Information

 

The following table sets out information concerning the noon buying rate for the periods and dates indicated.

 

Period


   At End
of
Period


   Average
Rate(1)


   High

   Low

     (Won per US$1.00)

2003

   1,192.0    1,183.0    1,262.0    1,146.0

2004

   1,035.1    1,139.3    1,195.1    1,035.1

2005

   1,010.0    1,023.2    1,059.8    997.0

2006

   930.0    950.1    1,002.9    913.7

2007

   935.8    928.0    950.2    903.2

December

   935.8    931.1    943.4    918.9

2008 (through June 27)

   1,041.8    986.6    1,045.5    935.2

January

   943.4    942.1    953.2    935.2

February

   942.8    943.9    948.2    937.2

March

   988.6    981.7    1,021.5    947.1

April

   1,005.0    986.9    1,005.0    973.5

May

   1,028.5    1,034.1    1,045.5    1,004.0

June (through June 27)

   1,041.8    1,030.7    1,044.0    1,016.8

Source: Federal Reserve Bank of New York.
(1) The average rate for each full year is calculated as the average of the noon buying rates on the last business day of each month during the relevant year. The average rate for a full month is calculated as the average of the noon buying rates on each business day during the relevant month (or portion thereof).

 

Our consolidated financial statements are expressed in Won and, solely for the convenience of the reader, the consolidated financial statements as of and for the year ended December 31, 2007 have been translated into United States dollars at the rate of Won 935.8 to US$1.00, the noon buying rate in the City of New York for cable transfers in Won as certified for customs purposes by the Federal Reserve Bank of New York at December 31, 2007, the last day in 2007 for which such rate is available. We make no representation that the Won or Dollar amounts contained in this annual report could have been or could be converted into Dollar or Won, as the case may be, at any particular rate or at all.

 

Item 3.B. Capitalization and Indebtedness

 

Not applicable

 

Item 3.C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

Item 3.D. Risk Factors

 

You should carefully consider the following factors.

 

Risks Relating to Our Business

 

Increased competition in Korea has had and may continue to have an adverse effect on our results of operations and financial condition.

 

The telecommunications sector in Korea is rapidly evolving. We face increasing competition from new entrants to the telecommunications market, and we expect the number and the identity of service providers in the market to continue to change. Future business combinations and alliances in the telecommunications industry

 

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may create significant new competitors. In particular, the Ministry of Information and Communication conditionally approved SK Telecom’s acquisition of a controlling minority stake of approximately 39% of the issued and outstanding share capital of Hanarotelecom Incorporated. The acquisition would enable SK Telecom to provide fixed-line telecommunications, broadband Internet access and Internet television (or IP-TV) services together with its mobile telecommunications services. In addition, advances in technology as well as changes in the regulatory environment are also occurring. Any significant changes in the competitive landscape of the telecommunications sector and our inability to adapt to such changes could have a material adverse effect on our business, financial condition and results of operations.

 

Fixed-line Telephone Services. Before December 1991, we were the sole provider of local, domestic long-distance and international long-distance telephone services in Korea. Since then, various competitors have entered the local, domestic long-distance and international long-distance telephone service markets in Korea, which have eroded our market shares. LG DACOM Corporation and Hanarotelecom currently provide local, domestic long-distance and international long-distance telephone services. In addition, Onse Telecom Corporation and SK Telink, Inc. currently provide domestic long-distance and international long-distance telephone services. Starting in 1998, specific service providers, such as Internet phone service providers, voice resellers and call-back service providers, also began offering international long-distance service in Korea. While we offer our own Internet phone service, the entry of these and other potential competitors into the local, domestic long-distance and international long-distance telephone service markets has had and may continue to have a material adverse effect on our revenues and profitability from these businesses. We had a market share in local telephone service of 90.4% as of December 31, 2007 in terms of number of subscribers estimated by us and a market share in domestic long-distance service of 85.4% in 2007 in terms of number of subscribers estimated by us. We cannot give assurance that we will be able to maintain our share of these businesses at or above current levels.

 

Mobile Service. KTF, our consolidated subsidiary in which we owned a 53.0% interest as of December 31, 2007, provides mobile services based on Code Division Multiple Access (“CDMA”) technology and Wideband Code Division Multiple Access (“W-CDMA”) technology. Competitors in the mobile telecommunications service industry are SK Telecom and LG Telecom. KTF (including resale subscribers of KT Corporation) had a market share of 31.5% as of December 31, 2007 in terms of the number of mobile service subscribers in Korea announced by the Korea Communications Commission, making KTF the second largest mobile telecommunications service provider. SK Telecom had a market share of 50.5% as of December 31, 2007.

 

Starting in January 2004 for SK Telecom subscribers, July 2004 for KTF subscribers and January 2005 for LG Telecom subscribers, mobile subscribers have been allowed to switch their service provider while retaining the same mobile phone number. In addition, all new subscribers of mobile services and existing subscribers who elect to receive a new mobile number, as well as those switching to a third-generation mobile service, are given the uniform mobile code of “010” as the first three digits of their mobile numbers without regard to the mobile service provider. In recent years, mobile service providers began granting subsidies to subscribers who purchase new handsets. KTF currently provides subsidies between Won 80,000 to Won 360,000 to subscribers for purchase of mobile handsets based on a subscription period between 12 to 24 months. Mobile number portability and handset subsidies have intensified competition among the mobile service providers and increased their marketing expenses. If the mobile service providers adopt a strategy of expanding market share through price competition, it could lead to a decrease in the net profit margins of KTF.

 

In recent years, KTF and SK Telecom also launched their third-generation mobile telecommunications services, which we believe have further intensified competition between the two companies and resulted in an increase in their marketing expenses. KTF expanded its coverage area of High Speed Downlink Packet Access (or HSDPA)-based IMT-2000 services to 84 cities in December 2006 and nationwide in March 2007 under the brand name “SHOW.” IMT-2000 is a third-generation, high-capacity wireless communications technology, which allows operators to provide to their customers significantly more bandwidth capacity. Although we expect that SK Telecom will face similar challenges that we expect to face in implementing this third-generation

 

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technology, we cannot assure you that KTF will continue to be able to successfully compete with SK Telecom. KTF’s inability to compete effectively with SK Telecom could have a material adverse effect on its financial condition and results of operations. See “—Implementation of the IMT-2000 technology poses challenges and risks to us.”

 

Internet Services. The Korean broadband Internet access service market has experienced significant growth since Korea Thrunet first introduced its Hybrid Fiber Coaxial (or HFC) based service in 1998. Hanarotelecom entered the broadband market in 1999 offering both HFC and Asymmetric Digital Subscriber Line (or ADSL) services. We also began offering broadband Internet access service in 1999, followed by Dreamline, Onse and LG DACOM. In recent years, numerous cable television operators have also begun HFC-based services at rates lower than ours. We had a market share of 44.3% as of December 31, 2007 based on the number of subscribers in Korea estimated by us. As a result of having to compete with a number of competitors and the maturing of the Internet access service market, we currently encounter and we expect to encounter pressure to increase marketing expenses in the future.

 

The market for other Internet-related services in Korea is also very competitive. We anticipate that competition will continue to intensify as the usage and popularity of the Internet grows and as new domestic and international competitors enter the Internet industry in Korea. The substantial growth and potential size of the Internet industry in Korea have drawn many competitors and as a result may lead to increasing price competition to provide Internet-related services. Increased competition in the Internet industry could have a material adverse effect on the number of subscribers of our Internet-related service and on our results of operations.

 

Implementation of the IMT-2000 technology poses challenges and risks to us.

 

We acquired the right to purchase one of three licenses to provide IMT-2000 services on December 15, 2000, as a member of a consortium of companies including KT Corporation and KTF. In March 2001, KT ICOM, a company created by the consortium, paid half of the Won 1.3 trillion license fee payable to the Korea Communications Commission. KTF, which subsequently merged with KT ICOM, paid Won 90 billion in 2007 and is obligated to pay the remaining Won 560 billion as follows: Won 110 billion in 2008, Won 130 billion in 2009, Won 150 billion in 2010 and Won 170 billion in 2011. This payable accrues interest at the applicable three-year Government bond interest rate minus 0.75%. The accrued interest is paid on an annual basis to the Korea Communications Commission.

 

KTF expanded its coverage area of HSDPA-based IMT-2000 services to 84 cities in December 2006 and began offering nationwide services in March 2007 under the brand name “SHOW.” HSDPA-based IMT-2000 services present risks and challenges to our business, any or all of which, if realized or not addressed, may have a material adverse effect on our financial condition and results of operations. We expect KTF to leverage its existing mobile network and 2.5-generation technology to minimize its capital expenditures and other costs related to developing HSDPA-based IMT-2000 services. However, we believe KTF will still require substantial amounts of capital expenditures to maintain and enhance its HSDPA-based IMT-2000 network. No assurance can be given that KTF will be able to derive revenues from HSDPA-based IMT-2000 services to justify the license fee, capital expenditures and other investments required for such service. KTF’s HSDPA-based IMT-2000 services may not be commercially successful if there are unfavorable market conditions or weak service demand.

 

Our WiBro service poses challenges and risks to us.

 

In March 2005, we acquired a license to provide wireless broadband Internet access service for Won 126 billion. Wireless broadband Internet access (or WiBro) service, enables two-way wireless broadband Internet access to portable computers, mobile phones and other portable devices at a speed averaging 1 Mbps per user. A subscriber is able to access the WiBro service network during transit up to 120 kilometers per hour. We positioned WiBro service to provide Internet Protocol (IP)-based triple-play services, which are voice, data and video. We conducted trial service of WiBro service in parts of Seoul and Gyunggi Province starting in April 2006

 

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and commercially launched our service in these areas in June 2006. We expanded the service to all of metropolitan Seoul and select universities in Gyunggi Province in April 2007, and we plan to expand the service to the neighboring cities of Seoul by October 2008. We believe that substantial additional amounts of capital expenditures and research and development will be required to complete buildout of our WiBro service network, and we plan to spend approximately Won 120 billion in capital expenditures in 2008 to expand our WiBro service network, which we may adjust subject to market demand. No assurance can be given that the network will gain market acceptance such that we will be able to derive revenues from WiBro service to justify the license fee, capital expenditures and other investments required to provide such service.

 

Disputes with our labor union may disrupt our business operations.

 

In the past, we have experienced opposition from our labor union for our strategy of restructuring to improve our efficiency and profitability by disposing of non-core businesses and reducing our employee base. Although we have not experienced any significant labor disputes and unrests during the past six years, there can be no assurance that we will not experience in the future labor disputes and unrests, including expanded protests and strikes, which could disrupt our business operations and have an adverse effect on our financial condition and results of operation.

 

We also negotiate collective bargaining agreements every two years with our labor union and annually negotiate a wage agreement. Our current collective bargaining agreement expires on November 12, 2009. Although we have been able to reach collective bargaining agreements and wage agreements with our labor union in recent years, there can be no assurance that we will not experience in the future labor disputes and unrests resulting from disagreements with the labor union.

 

The Korean telecommunications industry has been subject to the Government’s regulation, and change in Government policy relating to the industry could have a material adverse effect on our operations and financial condition.

 

The Government, primarily through the Korea Communications Commission, has authority to regulate the telecommunications industry. The Korea Communications Commission’s policy is to promote competition in the Korean telecommunications markets through measures designed to prevent the dominant service provider in any such market from exercising its market power in such a way as to prevent the emergence and development of viable competitors. The Korea Communications Commission, in consultation with the Ministry of Strategy and Finance, currently approves local service rates and broadband Internet access service rates charged by us and mobile service rates charged by SK Telecom. Under current Government regulations, if a network service provider has the largest market share for a specified type of service and its revenue from that service for the previous year exceeds a specific revenue amount set by the Korea Communications Commission, it must obtain prior approval from the Korea Communications Commission for the rates and the general terms for that service. Each year the Korea Communications Commission designates service providers the rates and the general terms of which must be approved by the Korea Communications Commission. In recent years, the Korea Communications Commission has so designated us for local telephone service and broadband Internet access service and SK Telecom for mobile service. The inability to freely set our local telephone service and broadband Internet access rates may hurt the profit from that business and impede our ability to compete effectively against our competitors. See “Item 4. Information on the Company—Item 4.B. Business Overview—Regulation— Rates.” The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers are also subject to approval by the Korea Communications Commission. The Korea Communications Commission currently does not regulate our domestic long-distance, international long-distance and mobile service rates.

 

Furthermore, the Ministry of Information and Communication, prior to being replaced by the Korea Communications Commission, announced a “road map” in March 2007 highlighting upcoming revisions in regulations to promote deregulation of the telecommunications industry. The road map included allowing telecommunications service providers to bundle their services, such as broadband Internet access service, mobile

 

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telephone service and fixed-line telephone service, at a discounted rate from July 2007, provided that we and SK Telecom, which are designated as market-dominating business entities under the Telecommunications Business Act, allow other competitors to employ the services provided by us and SK Telecom, respectively, so that the competitors can provide similar discounted package services. The road map also included plans to amend the regulations and provisions under the Telecommunications Business Act to permit licensed transmission service providers to offer local, domestic long-distance and international long-distance telephone services, as well as broadband Internet access and Internet phone services, without the need to obtain further approval from the Ministry of Information and Communication. Under the new administration of President Lee Myung Bak, the Korea Communications Commission is reconsidering many aspects of the road map as well as other regulations of the telecommunications industry, and there can be no assurance that the road map will continue to be implemented as proposed by the Ministry of Information and Communication under the previous administration.

 

We also plan to put more focus on entering the IP media market, including offering IP-TV. IP-TV is a service which combines telecommunications and broadcasting, offering traditional Internet services and video-on-demand services as well as real-time high definition broadcasting via broadband networks. The Korean Internet Multimedia Broadcasting Business Act was passed on December 2007, and the Government is currently reviewing the relevant administrative steps necessary to implement the legislation. We will strive to enter the IP-TV market early, but we may need to adjust the timing depending on governmental regulations and policies. In addition, although we currently believe that we will be able to compete in this market, there can be no assurance that the Government regulations and policies will permit us to do so.

 

Government policies and regulations relating to the above as well as other regulations involving the telecommunications industry (including as a result of the implementation of free trade agreements between Korea and other countries, including the United States) may change, which could have a material adverse effect on our operations and financial condition. See “Item 4. Information on the Company—Item 4.B. Business Overview—Regulation.”

 

We are subject to various regulations under the Monopoly Regulation and Fair Trade Act.

 

The Monopoly Regulation and Fair Trade Act provides for various regulations and restrictions on large business groups enforced by the Korea Fair Trade Commission. The Korea Fair Trade Commission initially designated us as a large business group under the Monopoly Regulation and Fair Trade Act on April 1, 2002, which subjects us to regulations prohibiting, among other things, our cross guarantees of debt and cross shareholdings by members of a business group.

 

In July 2004, the Korea Fair Trade Commission began an antitrust investigation into alleged unfair collaborative practices of us, Hanarotelecom, LG DACOM and Onse in local, domestic long-distance and international long-distance telephone service markets, as well as in broadband Internet access and Internet leased line service markets. On May 25, 2005, the Korea Fair Trade Commission imposed fines of Won 116 billion on us, Won 2 billion on Hanarotelecom and Won 1 billion on LG DACOM, claiming that we and these other companies engaged in unfair collaborative practices in local telephone and Internet leased line service markets. On September 14, 2005, the Korea Fair Trade Commission imposed an additional fine of Won 24 billion on us for our alleged unfair collaborative practices in domestic and international long-distance telephone service markets. We were following administrative guidelines from the Ministry of Information and Communication, which had advised that we, as a dominant service provider in these markets, assist late market entrants in order to promote a more competitive local telephone service market in Korea. The legality of such administrative guidelines from the Ministry of Information and Communication has been disputed by the Korea Fair Trade Commission. We filed for judicial review of administrative actions related to local, domestic long-distance and international long-distance telephone service markets, and the Seoul High Court rendered its decision on August 22, 2007 in which it overturned the Korea Fair Trade Commission’s order to pay Won 113 billion in fines on the basis that the Korea Fair Trade Commission’s calculation of fines did not consider (i) the correct period of our engagement in unfair collaborative practices, (ii) the extent of benefits obtained by us from engaging in such practices and (iii) the fact that we were following administrative guidelines issued by the Ministry of Information

 

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and Communication. Both the Korea Fair Trade Commission and we have appealed the Seoul High Court’s decision to the Supreme Court of Korea, and the case is currently pending. We cannot give any assurance that the ultimate outcome of the lawsuit or related future actions will be favorable to us or reduce the amount of fine imposed on us. In response to the initial ruling by the Korea Fair Trade Commission, we have recorded Won 140 billion as taxes and due under operating expenses in 2005 and paid such amount in 2006. There can be no assurance that any future investigations by the Korea Fair Trade Commission on alleged unfair collaborative price-fixing practices will not have a material adverse effect on our financial condition or results of operations. See “Item 8. Financial Information—Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

 

Depreciation of the value of the Won against the Dollar and other major foreign currencies may have a material adverse effect on the results of our operations and on the prices of our securities.

 

Substantially all of our revenues are denominated in Won. 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 by us to make interest and principal payments on our foreign-currency-denominated debt, the costs of equipment that we purchase from overseas sources, net settlement payments to foreign carriers and administrations and certain payments related to our derivative instruments entered into for foreign exchange risk hedging purposes. Of the Won 6,383 billion total long-term debt (excluding current portion) outstanding as of December 31, 2007, Won 1,431 billion was denominated in foreign currencies with interest rates ranging from 4.9% to 8.2%. See “Item 3. Key Information—Item 3.A. Select Financial Data—Exchange Rate Information” and Item 5. Operating and Financial Review and Prospects—Item 5.B. Liquidity and Capital Resources.” Risks Relating to Korea

 

Risks Relating to Korea

 

Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic conditions in Korea deteriorate.

 

We are incorporated in Korea and a significant portion of our operations is based in Korea. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea. The economic indicators in Korea in recent years have shown mixed signs, and future growth of the Korean economy is subject to many factors beyond our control. Recent developments in the Middle East including the war in Iraq and its aftermath, higher oil prices, the general weakness of the global economy due in part to problems in the U.S. mortgage and housing markets and the reduced availability of credit have increased the uncertainty of global economic prospects and may continue to adversely affect the Korean economy. Any future deterioration of the Korean and global economy could adversely affect our business, financial condition and results of operations.

 

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

 

   

a slowdown in consumer spending and the overall economy;

 

   

adverse changes or volatility in foreign currency reserve levels, commodity prices, exchange rates, interest rates or stock markets;

 

   

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

 

   

the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China);

 

   

the economic impact of any pending or future free trade agreements, including the Free Trade Agreement recently negotiated with the United States;

 

   

social and labor unrest;

 

   

substantial decreases in the market prices of Korean real estate;

 

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a decrease in tax revenues and a substantial increase in the Government’s expenditures for unemployment compensation and other social programs that, together, would lead to an increased government budget deficit;

 

   

financial problems or lack of progress in restructuring of Korean conglomerates, other large troubled companies, their suppliers or the financial sector;

 

   

loss of investor confidence arising from corporate accounting irregularities and corporate governance issues of certain Korean conglomerates;

 

   

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

 

   

the recurrence of severe acute respiratory syndrome or an outbreak of avian flu in Asia and other parts of the world;

 

   

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from trade disputes or disagreements in foreign policy;

 

   

political uncertainty or increasing strife among or within political parties in Korea;

 

   

hostilities involving oil producing countries in the Middle East and any material disruption in the supply of oil or increase in the price of oil; and

 

   

an increase in the level of tension or an outbreak of hostilities between North Korea and Korea or the United States.

 

Escalations in tensions with North Korea could have an adverse effect on us.

 

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 recent years, there have been heightened security concerns stemming from North Korea’s nuclear weapon and long-range missile programs and increased uncertainty regarding North Korea’s actions and possible responses from the international community. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. Since the renouncement, Korea, the United States, North Korea, China, Japan and Russia have held numerous rounds of six party multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program.

 

In addition to conducting test flights of long-range missiles, North Korea announced in October 2006 that it had successfully conducted a nuclear test, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council passed a resolution that prohibits any United Nations member state from conducting transactions with North Korea in connection with any large scale arms and material or technology related to missile development or weapons of mass destruction and from providing luxury goods to North Korea, imposes an asset freeze and travel ban on persons associated with North Korea’s weapons program, and calls upon all United Nations member states to take cooperative action, including through inspection of cargo to or from North Korea. In response, North Korea agreed in February 2007 at the six-party talks to shut down and seal the Yongbyon nuclear facility, including the reprocessing facility, and readmit international inspectors to conduct all necessary monitoring and verifications. In October 2007, Korea and North Korea held a summit meeting to discuss easing tensions and fostering peace on the Korean peninsula. Mr. Lee Myung Bak, who became the President of Korea in February 2008, has announced that he is willing to hold a summit meeting if the meeting leads North Korea to discontinue its nuclear weapons program.

 

Despite these recent initiatives, there can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Any further increase in tension, including a breakdown of high-level contacts between Korea and North Korea or occurrence of military hostilities, could have a material adverse effect on our operations and the market value of the securities.

 

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Risks Relating to the Securities

 

If an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs.

 

Korean law currently limits foreign ownership of the ADSs and our shares. In addition, under our deposit agreement, the depositary bank cannot accept deposits of shares and deliver ADSs representing those shares unless (1) we have consented to such deposit or (2) Korean counsel has advised the depositary bank that the consent required under (1) is no longer required under Korean laws and regulations. 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 or with our consent 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. The depositary bank has informed us that, at a time it considers to be appropriate, the depositary bank plans to start accepting deposits of shares without our consent and deliver ADSs representing those shares up to the amount allowed under current Korean laws and regulations. Until such time, however, the depositary bank will continue to obtain our consent for such deposits of shares and delivery of ADSs, which we may not provide. Consequently, if an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs. See “Item 10. Additional Information—Item 10.D. Exchange Controls.”

 

A foreign investor may not be able to exercise voting rights with respect to common shares exceeding the number of common shares held by our largest domestic shareholder.

 

Under the Telecommunications Business Act, a foreign shareholder who holds 5.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 5.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. Under the Telecommunications Business Act, the Korea Communications Commission may, if it deems it necessary to preserve substantial public interests, prohibit a foreign shareholder from being our largest shareholder. In addition, the Foreign Investment Promotion Act prohibits any foreign shareholder from being our largest shareholder if such shareholder owns 5.0% or more of our shares with voting rights. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, such foreign shareholder may not be able to exercise voting rights with respect to common shares exceeding such threshold. The Korea Communications Commission may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a specified period of six months or less.

 

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.

 

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 under Korean law. A holder of ADSs will not be able to exercise dissenter’s rights unless he has withdrawn the underlying common stock and become our direct shareholder. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association.”

 

An investor may not be able to exercise preemptive rights for additional shares and may suffer dilution of his equity interest in us.

 

The Commercial Code of Korea and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the depositary bank, after consultation with us, may make the rights available to an ADS

 

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holder or use reasonable efforts to dispose of the rights on behalf of the ADS holder and make the net proceeds available to the ADS holder. The depositary bank, however, is not required to make available to an ADS holder 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 of 1933, as amended, is in effect with respect to those shares; or

 

   

the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act.

 

We are under no obligation to file any registration statement. If a registration statement is required for an ADS holder to exercise preemptive rights but is not filed by us, the ADS holder will not be able to exercise his preemptive rights for additional shares. As a result, the ADS holder may suffer dilution of his equity interest in us.

 

Forward-looking statements may prove to be inaccurate.

 

This annual report contains “forward-looking statements” that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “should,” and similar expressions. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. The uncertainties in this regard include, but are not limited to, those identified in the risk factors discussed above. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

 

Item 4. Information on the Company

 

Item 4.A. History and Development of the Company

 

In 1981, the Government established us under the Korea Telecom Act to operate the telecommunications services business that it previously directly operated. Under the Korea Telecom Act and the Government-Invested Enterprises Management Basic Act, the Government had a greater control over our business and affairs. Effective October 1, 1997, the Korea Telecom Act was repealed and the Government-Invested Enterprises Management Basic Act became inapplicable to us. As a result, we became a corporation under the Commercial Code, and our corporate organization and shareholders’ rights were governed by the Privatization Law and the Commercial Code. Among other things, we began to exercise greater autonomy in setting our annual budget and making investments in the telecommunications industry, and our directors, who used to be appointed by the Government under the Korea Telecom Act, are now elected by our shareholders.

 

Until 1993, the Government owned all of the issued shares of our common stock. From 1993 through May 2002, the Government disposed of all of its equity interest in us. With the completion of disposition of the Government’s ownership interest in us in May 2002, the Privatization Law ceased to apply to us in August 2002. We amended our legal name from Korea Telecom Corp. to KT Corporation in March 2002.

 

Before December 1991, we were the sole provider of local, domestic long-distance and international long-distance telephone services in Korea. The Government began to introduce competition in the telecommunications services market in the early 1990’s. As a result, including ourselves, there are currently three local telephone

 

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service providers, five domestic long-distance carriers and numerous international long-distance carriers (including voice resellers) in Korea. In addition, the Government has awarded licenses to several new service providers to enhance the competition in other telecommunications business areas such as mobile telephone services and data network services. See “Item 4.B. Business Overview—Competition.”

 

Our legal and commercial name is KT Corporation. Our principal executive offices are located at 206 Jungja-dong, Bundang-ku, Sungnam, Gyunggi-do, Korea, and our telephone number is (8231) 727-0114.

 

Item 4.B. Business Overview

 

We are the leading telecommunications service provider in Korea and one of the largest and most advanced in Asia. As an integrated telecommunications service provider, our principal services include:

 

   

telephone services, including local, domestic long-distance and international long-distance fixed-line telephone services and interconnection services to other telecommunications companies;

 

   

broadband Internet access service and other Internet-related services, including video-on-demand services;

 

   

PCS mobile telecommunications service and third-generation HSDPA-based IMT-2000 wireless Internet and video multimedia communications services through our subsidiary, KTF; and

 

   

various other services, including leased line service and other data communication service, satellite service and information technology and network services.

 

We own substantially all of the domestic public exchanges, the nationwide network of local telephone lines, the principal public long-distance telephone transmission facilities and the principal data communications network in Korea, as well as two satellites in operation. In addition, through KTF, we operate nationwide PCS and HSDPA-based IMT-2000 networks.

 

Historically, we have derived a substantial majority of our revenues from fixed-line telephone services. However, as our traditional businesses have matured and new technologies have become available, we have successfully leveraged our nationwide network, strong brand name and established customer base in Korea to pursue new growth opportunities.

 

We are focusing on building upon our strong position in each of our principal lines of business:

 

   

We are currently the dominant provider of fixed-line telephone services in Korea with approximately 26.7 million installed lines, of which 20.0 million lines were in service as of December 31, 2007. As of December 31, 2007, our market share of the local market was 90.4% based on the number of local fixed-line subscribers estimated by us. Based on number of subscribers in 2007 estimated by us, our market share of the domestic long-distance market was 85.4%;

 

   

We are Korea’s largest broadband Internet access provider in terms of subscribers, with 6.5 million subscribers as of December 31, 2007, representing a market share of 44.3% in Korea based on the number of Internet subscribers estimated by us;

 

   

We are Korea’s second largest mobile telecommunications service provider. KTF, our consolidated subsidiary, had approximately 13.7 million subscribers (including our resale subscribers) as of December 31, 2007, representing a market share of 31.5% of the total mobile service market in Korea based on the number of mobile subscribers announced by the Korea Communications Commission; and

 

   

We are also the leading provider of data communication service in Korea.

 

For the year ended December 31, 2007, under Korean GAAP our operating revenues were Won 18,660 billion, our net income was Won 1,171 billion and our basic net income per share was Won 5,112. As of December 31, 2007, our total stockholders’ equity was Won 11,138 billion.

 

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The Telecommunications Industry in Korea

 

The Korean telecommunications industry is one of the most developed in Asia in terms of broadband Internet and mobile penetration rates. As of December 31, 2007, the broadband Internet penetration rate, which is calculated by dividing the number of broadband Internet access service subscribers by the number of households in Korea, was 90.8%, and the mobile penetration rate, which is calculated by dividing the number of mobile subscribers by the population of Korea, was 89.8%. According to the Korea Communications Commission, the number of broadband Internet access subscribers totaled 14.7 million as of December 31, 2007 and the number of mobile subscribers totaled 43.5 million as of such date.

 

The Korea Communications Commission has the primary responsibility for regulating the telecommunications industry in Korea. See “—Regulation.”

 

Broadband Internet Access Market

 

With advancement of broadband technology, the Korean broadband Internet access market has experienced significant growth. Broadband Internet connection can be achieved through satellite, terrestrial wireless and fiber optic-based solutions. However, the principal technologies used in the provision of high speed Internet access are xDSL, HFC and fiber optic LAN. xDSL refers to various types of digital subscriber lines, including ADSL and VDSL. xDSL offers an access solution over existing telephone lines using a specialized modem while HFC service involves the use of two-way cable networks. Fiber optic LAN is a technology that combines fiber optic cables and UTP cables. Fiber optic cables are connected to residential and commercial buildings with UTP cable-based LAN capabilities. While xDSL and HFC are more widely used technologies because of their relative reliability, ease of provisioning and cost effectiveness, fiber optic LAN usage has been steadily increasing in recent years. As of December 31, 2007, almost a third of the total subscribers of broadband Internet access service in Korea rely on fiber optic LAN technology.

 

Since the subscribers of two-way cable networks share a limited bandwidth, the downstream speed tends to slow down as the number of subscribers increases, thereby decreasing the quality of HFC-based service. While xDSL technology was commercially introduced after HFC technology, it has surpassed HFC to become the prevalent broadband access platform in Korea. VDSL, ADSL-based technology with enhanced downstream speed, became commercialized in July 2002. In recent years, certain service providers have been upgrading their broadband network to provide fiber optic LAN-based service to their subscribers, which further enhance data transmission speed up to 100 Mbps, as well as improve connection quality.

 

In recent years, Broadband Internet access service providers and mobile telecommunications service providers have focused their attention to provide wireless Internet connection capabilities. They have introduced wireless LAN service with speed of up to 54 Mbps, which is designed to integrate fixed-line and wireless services by offering high speed wireless Internet access to laptops or PDAs in hot-spot zones and at home. Some service providers have also developed wireless Internet networks to provide WiBro service, which enables two-way wireless broadband Internet access to portable computers, mobile phones and other portable devices at a speed averaging 1 Mbps per user. Commercial WiBro service was launched in parts of Seoul and Gyunggi Province in June 2006. We expanded the service to all of metropolitan Seoul and select universities in Gyunggi Province in April 2007, and we plan to expand the service to the neighboring cities of Seoul by October 2008.

 

Mobile Telecommunications Service Market

 

The Korean cellular market was formally established in 1984 when SK Telecom, formerly Korea Mobile Telecom, became the first mobile telephone operator in Korea. SK Telecom remained the only cellular operator in Korea until Shinsegi Telecomm began service in 1994. In order to encourage further market growth and competition, the Ministry of Information and Communication awarded three PCS licenses in June 1996. Our mobile subsidiary, KTF, was awarded a license alongside LG Telecom and Hansol M.com. Commercial PCS service was launched in October 1997.

 

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Since the introduction of three new operators in 1997, the Korean mobile market has undergone consolidation and significant growth. Following SK Telecom’s purchase of a controlling stake in Shinsegi, we acquired a 47.9% interest in Hansol M.com in 2000 and renamed the company KT M.com. KT M.com merged into KTF in May 2001 and Shinsegi merged into SK Telecom in January 2002. The table below gives the subscription and penetration information of the mobile telecommunications industry for the periods indicated:

 

     As of December 31,

 
     2003

    2004

    2005

    2006

    2007

 

Total Korean Population(1)

   47,925     48,199     48,294     48,378     48,457  

Mobile Subscribers(2)

   33,592     36,586     38,342     40,197     43,498  

Mobile Subscriber Growth Rate

   3.9 %   8.9 %   4.8 %   4.8 %   8.2 %

Mobile Penetration(3)

   70.1 %   75.9 %   79.4 %   83.1 %   89.8 %

(1) In thousands, based on population trend estimates by the National Statistical Office of Korea.
(2) In thousands, based on information announced by the Korea Communications Commission.
(3) Penetration is determined by dividing mobile subscribers by total Korean population.

 

Korea’s highly developed mobile market also extends into an advanced mobile data market. Mobile Internet service in Korea has grown rapidly since its introduction in 2001. All the mobile operators have developed extensive mobile data and Internet service portals. Korean operators have also invested in networks compatible with Evolution-Data Optimized (or EV-DO) handsets which allow subscribers to enjoy 2.5 generation high speed wireless data services. They also offer third-generation, high-capacity HSDPA-based IMT-2000 wireless Internet and video multimedia communications services which use significantly greater bandwidth capacity.

 

Business Strategy

 

We believe the telecommunications market in Korea will continue to expand due to Korea’s growing economy, consumers’ willingness to adopt new technologies, relatively high income and a relatively large middle class. We also believe that the convergence of communications technologies will provide a competitive advantage to incumbent telecommunications service providers with existing infrastructure, which are able to design and construct sophisticated and nationwide networks capable of serving as a common delivery platform for a broad range of services and enhance value for our customers. Consistent with our strategic objectives, we aim to pursue growth in the following four core areas:

 

   

Delivery. We aim to maintain our market leadership positions in traditional telecommunications service areas and leverage our dominant subscriber base when offering a new generation of services such as WiBro service, HSDPA-based IMT-2000 service, services over the Internet protocol and broadband Internet access service with our fiber-to-the-home (or FTTH) connection. We will also focus on meeting our customers’ increasing demand for ubiquitous access to mobile data communications and integrated fixed-line and wireless telecommunications services. We plan to use our extensive customer relationships and market knowledge to expand our revenue bases by cross-selling our telecommunications products and services. For example, starting in the second half of 2007, we began bundling our services, such as our Megapass broadband Internet access service with WiBro, Mega TV and SHOW services, at a discount in order to attract additional subscribers to our new services.

 

   

Media Entertainment. We plan to focus on entering the IP media market and expanding our partnerships with digital media content providers. We began providing standard definition video-on-demand services to customers of our Megapass services in June 2004, and we started providing high definition video-on-demand services under the new brand name “MegaTV” in June 2007. We expect to expand our MegaTV service to include IP-TV service as soon as the administrative steps necessary to implement the recently enacted Korean Internet Multimedia Broadcasting Business Act are completed. We will continue our efforts to enhance our ability to provide unique digital media contents, including through acquisitions of leading contents production companies in Korea.

 

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Convenience Solutions. Our vision is to provide our customers with one-stop service for convenience solutions that will enhance their lifestyle. We plan to expand our scope of services to incorporate convenience solutions such as online education programs that are delivered to various media and communications devices, video home security and real estate maintenance services, either internally or through our subsidiaries or strategic alliances with specialists.

 

   

Business Solutions. We also aim to provide our corporate customers with a one-stop shop for customized information and technology solutions. We will focus on developing network-related information and technology services such as managed network, contact center and data center services. We will also continue to develop existing services such as Bizmeka (business solutions targeting small- and medium-sized enterprises) and Internet data centers, as well as introduce new services that can take advantage of our competitive strengths and capture the growth potential that new businesses offer, such as participating in building information and technology infrastructure for ubiquitous city development projects.

 

Our Services

 

Telephone Services

 

Fixed-line Telephone Services. We utilize our extensive nationwide telephone network to provide fixed-line telephone services, which consist of local, domestic long-distance and international long-distance services. These fixed-line telephone services accounted for 21.2% of our operating revenues in 2007. Our telephone network includes exchanges, long-distance transmission equipment and fiber optic and copper cables. The following table gives some basic measures of the development of our telephone system:

 

     As of or for the Year Ended December 31,

     2004

   2005

   2006

   2007

Total Korean Population(1)

   48,199    48,294    48,378    48,457

Lines installed (thousands)(2)

   25,577    26,190    26,838    26,671

Lines in service (thousands)(2)

   21,091    20,837    20,331    19,980

Lines in service per 100 inhabitants(3)

   43.8    43.1    42.0    41.2

Fiber optic cable (kilometers)

   157,707    167,857    212,715    267,421

Number of public telephones installed (thousands)

   317    267    218    185

Domestic long-distance call minutes (millions)(4)(5)

   14,826    13,417    14,769    13,375

Local call pulses (millions)(4)

   20,585    18,566    16,182    14,676

(1) In thousands, based on population trend estimates by the National Statistical Office of Korea.
(2) Including lines used for public telephones but excluding lines dedicated to centralized extension system services for corporate subscribers.
(3) Determined based on lines in service and total Korean population.
(4) Including calls placed from public telephones.
(5) Estimated by KT Corporation.

 

Our domestic long-distance cable network is entirely made up of fiber optic cable and can carry both voice and data transmissions. Compared to conventional materials such as coaxial cable, fiber optic cable provides significantly greater transmission capacity with less signal fading, thus requiring less frequent amplification. In recent years, we have also increased the proportion of our lines that are connected to exchanges capable of handling digital signal technology. A principal limitation of the older analog technology is that applications other than voice communications, such as the transmission of text and computer data, require either separate networks or conversion equipment. Digital systems permit a range of voice, text and data applications to be transmitted simultaneously on the same network. We completed connection of all installed lines to digital exchanges in June 2003.

 

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The following table shows the number of minutes of international long-distance calls recorded by us and specific service providers utilizing our international long-distance network in each specified category for each year in the four-year period ended December 31, 2007:

 

     Year Ended December 31,

     2004

   2005

   2006

   2007

     (In millions of billed minutes)

Incoming international long-distance calls

   569.8    558.9    519.4    627.4

Outgoing international long-distance calls

   527.4    467.8    400.9    431.4
    
  
  
  

Total

   1,097.2    1,026.7    920.3    1,058.8
    
  
  
  

 

United States (19.4%), Japan (12.6%) and China (14.4%) accounted for the greatest percentage of our international long-distance call traffic measured in minutes in 2007. In recent years, the volume of our incoming calls exceeded the volume of our outgoing calls. The agreed settlement rate is applied to the call minutes to determine the applicable net settlement payment.

 

We also provide Internet phone service for international long-distance calls. Despite the inconvenience of having to dial many numbers to access the Internet phone service, the volume of international long-distance calls made on Internet phone services, measured in terms of call minutes, has significantly increased since Internet phone service was first introduced in Korea in March 1998. Our Internet phone service also competes with international long-distance services provided by various voice resellers.

 

Interconnection. Under the Telecommunications Business Act, we are required to permit other service providers to interconnect to our fixed-line network. Currently, the principal users of this interconnection capacity include Hanarotelecom and LG DACOM (offering local, domestic long-distance and international long-distance services), Onse and SK Telink (offering international and domestic long-distance services), and SK Telecom, KTF and LG Telecom (transmitting calls to and from their mobile networks). We expect that interconnection revenues and payments will remain important for our results of operations. In recent years, revenues from a landline user for a call initiated by a landline user to a mobile service subscriber (land-to-mobile interconnection) have become a significant portion of our results of operations, accounting for 8.5% of our operating revenues in 2007. We recognize as land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as an expense the amount of interconnection charge paid to the mobile service provider.

 

Internet Services

 

Broadband Internet Access Service. Leveraging on our nationwide network of 267,421 kilometers of fiber optic cable network, we have achieved a leading market position in the broadband Internet access market in Korea. We believe we have a competitive advantage over other broadband Internet access service providers because, unlike our competitors, we can utilize our existing networks nationwide to provide broadband Internet access service. Our broadband Internet access service accounted for 11.1% of our operating revenues in 2007. Our principal Internet access services include:

 

   

xDSL, Ethernet and FTTH services under the “Megapass” brand name;

 

   

wireless LAN service under the “Nespot” brand name, which is designed to integrate fixed-line and wireless services by offering high speed wireless Internet access to laptops and PDAs in hot-spot zones and Megapass service in fixed-line environments; and

 

   

WiBro Internet access service, which enables two-way wireless broadband Internet access to portable computers, mobile phones and other portable devices at a speed averaging 1 Mbps per user.

 

We had 6.5 million fixed-line Megapass broadband Internet subscribers as of December 31, 2007. We also had 0.4 million Nespot service subscribers as of December 31, 2007. We conducted trial service of WiBro

 

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service in parts of Seoul and Gyunggi Province starting in April 2006 and commercially launched our service in these areas in June 2006. Due to the limited service coverage, we have approximately 106,000 subscribers of WiBro service as of December 31, 2007. We expanded the service to all of metropolitan Seoul and select universities in Gyunggi Province in April 2007, and we plan to expand the service to the neighboring cities of Seoul by October 2008. Starting in the second half of 2007, we began bundling our WiBro service with Megapass and Nespot broadband Internet access services at a discount in order to attract additional subscribers.

 

xDSL refers to various types of digital subscriber lines, including ADSL and VDSL. ADSL is a technology that converts existing copper twisted-pair telephone lines into access paths for multimedia and high-speed data communications. ADSL transforms the existing public telephone network from one limited to voice, text and low-resolution graphics to a system capable of bringing multimedia to subscriber premises without new cabling. The asymmetric design optimizes the bandwidth by maximizing the downstream speed for downloading information from the Internet. While ADSL technology was commercially introduced after HFC-based technology, it has surpassed HFC to become the prevalent access platform in Korea. VDSL, ADSL-based technology with enhanced downstream speed, became commercialized in July 2002. We are currently upgrading our broadband network to enable FTTH connection, which further enhances downstream speed up to 100 Mbps and connection quality.

 

FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced products and services that require high bandwidth, such as IP-TV service and delivery of other digital media content.

 

The high-speed downstream rates can reach up to 8 Mbps for ADSL and 100 Mbps for VDSL and FTTH. Downstream rates depend on a number of factors. For a constant wire gauge, the data rate decreases as the length of the copper wire increases. Generally, if the separation between the telephone office and the subscriber is greater than four kilometers, line attenuation is so severe that broadband speeds can no longer be achieved. Approximately 95% of the households subscribing to our basic local telephone service are located within a four kilometer radius of our telephone offices, making our Megapass service available to most of the Korean population. Fiber-optic cable used by FTTH, on the other hand, uses laser light to carry signals that travel long distances inside fiber optic cable without degradation.

 

Our Megapass Ntopia service connects fiber-optic cables to apartment complexes and buildings with LAN capabilities. This technology allows data transmission speed of up to 100 Mbps. Because the service is UTP cable-based, a subscriber is directly connected to the Internet whenever his or her personal computer is in operation. We began offering our Megapass Ntopia service in November 2000.

 

In February 2002, we launched a wireless LAN service called Nespot, which provides laptops and PDAs wireless access to high speed Internet in hot-spot zones and Megapass service in fixed-line environments. Nespot enables subscribers to access the Internet at up to 54 Mbps. We sponsored approximately 10,600 hot-spot zones nationwide for wireless connection as of December 31, 2007. We extended the Nespot service in 2003 through the launch of Nespot Swing, which allows users with PDA phones to connect to the Internet even outside the Nespot hotspots through KTF’s wireless data service specifically designed for PDAs.

 

In June 2006, we also launched our WiBro service, which enables two-way wireless broadband Internet access to portable computers, mobile phones and other portable devices at a speed averaging 1 Mbps per user. A subscriber is able to access the WiBro service network during transit up to 120 kilometers per hour. We positioned WiBro service to provide IP-based triple play services, which are voice, data and video.

 

Miscellaneous Internet-related Services. Our Internet-related services focus primarily on providing infrastructure and solutions for business enterprises, as well as IP-TV and video-on-demand services. Our Internet-related services accounted for 2.3% of our operating revenues in 2007.

 

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We provide dedicated and secure broadband Internet connection service to institutional customers under the “Kornet” brand name. We provide high-speed connection up to 2.2 Tbps, as well as rent to our customers and install necessary routers to ensure reliable Internet connection and enhanced security. We provide discount rates to qualified customers, including small- and medium-sized enterprises, businesses engaging in Internet access services and government agencies.

 

We operate eight Internet data centers located throughout Korea and provide a wide range of computing services to companies which need servers, storages and leased lines. Internet data centers are facilities used to house, protect and maintain network server computers that store and deliver Internet and other network content, such as web pages, applications and data. Our Internet data centers are designed to meet international standards, and are equipped with temperature control systems, regulated and reliable power supplies, fire detection and suppression equipment, security monitoring and high-bandwidth connections to the Internet. Internet data centers allow corporations or Internet service providers to outsource their application and server hardware management.

 

Our Internet data centers offer network outsourcing services, server operation services and system support services. Our network outsourcing services include co-location, which is the installation of our customers’ network equipment at our Internet data centers. Co-location is designed to increase customers’ Internet connection speed and reduce connection time and costs by directly connecting the customers’ server to the Internet backbone switch at our Internet data centers. Our server operation services include optimal server management service and technical support service we provide with respect to the leased servers that are linked directly to our Internet backbone switch. We also lease servers and network equipment for a fixed monthly fee. Our system support services include providing system resources for a wide range of Internet computing services, such as application transfer, network storage, video streaming and application download, as well as sending short text messages and messages containing multimedia objects, such as images, audio and video.

 

We also offer a service called Bizmeka to develop and commercialize business-to-business solutions targeting small- and medium-sized business enterprises in Korea. Bizmeka is an applied application service provider which provides industry-specific business solutions, including customer database management and electronic data interchange.

 

In addition, we began providing standard definition video-on-demand services to customers of our Megapass services in June 2004, and high definition video-on-demand services in July 2007. We began promoting video-on-demand services under the new brand name “MegaTV” in June 2007. Our MegaTV subscribers are offered access to an array of digital media contents, including movies, sports, news, educational programs and TV replay, for a fixed monthly fee. Through a digital set-top box that we rent to our customers, our customers are able to browse the catalogue of digital media contents and view the selected media streams on their television. A set-top box provides two-way communications on an IP network and decodes video streaming data. We rent the set-top boxes free of charge to our customers who sign up for a three-year subscription period. We expect to expand our MegaTV service to include IP-TV service as soon as the administrative steps necessary to implement the recently enacted Korean Internet Multimedia Broadcasting Business Act are completed.

 

Mobile Service

 

KTF, one of our consolidated subsidiaries in which we owned a 53.0% interest as of December 31, 2007, obtained one of the three licenses to provide nationwide PCS service in June 1996 and began offering PCS service in all major population centers in Korea in October 1997. PCS service is a digital wireless telephone and data transmission system that uses portable handsets with long battery life to communicate via low-power antennae. KTF’s PCS service uses CDMA technology and utilizes 20 MHz of bandwidth in the 1800 MHz frequency. In May 2001, KTF launched its 2.5 generation high speed wireless data services. Subscribers who have EV-DO-compatible handsets are able to enjoy high speed multimedia services including voice, data and video transmission. KTF also expanded its coverage area of HSDPA-based IMT-2000 services to 84 cities in December 2006 and nationwide in March 2007. HSDPA-based IMT-2000 is a third-generation, high-capacity

 

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wireless Internet and video multimedia communications technology which allows an operator to provide to its subscribers significant more bandwidth capacity. KTF currently offers such services under the brand name “SHOW.”

 

We entered into an air-time reselling arrangement with KTF in July 1999, under the brand name “Let’s 010,” through which we use our extensive marketing network and strong brand name to attract subscribers who can utilize the mobile networks of KTF. We bill directly to our resale subscribers for their usage of KTF’s mobile networks and collect all fees and charges relating to such usage, including initial subscription fees, monthly access fees and usage charges for outgoing calls, wireless data communications and value-added monthly services. We had approximately 2.9 million resale subscribers who utilized KTF’s network as of December 31, 2007.

 

Revenues related to mobile service accounted for 31.5% of our operating revenues in 2007. The following table shows selected information concerning the usage of KTF’s network during the periods indicated and the number of KTF’s subscribers as of the end of such periods:

 

     As of or for the Year Ended December 31,

     2005

   2006

   2007

Outgoing Minutes (in thousands)(1)

     19,580,889      19,763,593      20,407,676

Average Monthly Outgoing Minutes per Subscriber(1) (2)

     169      164      161

Average Monthly Revenue per Subscriber(1)(3)

   (Won) 40,570    (Won) 38,768    (Won) 39,852

Number of Subscribers (in thousands)(4)

     12,302      12,914      13,721

(1) Not including figures related to resale subscribers of KT Corporation.
(2) The average monthly outgoing minutes per subscriber is computed by dividing the total minutes of usage for the period by the weighted average number of subscribers for the period and dividing the quotient by the number of months in the period. The weighted average number of subscribers is the sum of the total number of subscribers at the end of each month divided by the number of months in the period.
(3) The average monthly revenue per subscriber is computed by dividing total monthly access fees, usage charges, interconnection fees and value-added service fees for the period by the weighted average number of subscribers and dividing the quotient by the number of months in the period.
(4) Includes resale subscribers of KT Corporation who utilized KTF’s network. KT Corporation had approximately 2.9 million resale subscribers as of December 31, 2007.

 

KTF competes with SK Telecom, a mobile service provider that has a longer operating history than KTF, and LG Telecom, that began its service at around the same time as KTF. As of December 31, 2007, KTF had approximately 13.7 million subscribers (including resale subscribers of KT Corporation), which was second largest among the three mobile service providers. As of December 31, 2007, in terms of number of subscribers announced by the Korea Communications Commission, KTF had a market share of 31.5% of the mobile service market. Among KTF’s 13.7 million subscribers (including resale subscribers of KT Corporation), 3.2 million subscribers signed up for SHOW as of December 31, 2007, representing a market share of 56.2% in terms of number of subscribers using third-generation HSDPA-based IMT-2000 service as estimated by KTF.

 

Starting in January 2004 for SK Telecom subscribers, July 2004 for KTF subscribers and January 2005 for LG Telecom subscribers, mobile subscribers have been allowed to switch their service provider while retaining the same mobile phone number. In addition, all new subscribers of mobile services and existing subscribers who elect to receive a new mobile number, as well as those switching to a third-generation mobile service, are given the uniform mobile code of “010” as the first three digits of their mobile numbers without regard to the mobile service provider.

 

KTF markets its services through two channels: (1) exclusive dealers and (2) the marketing network of KT Corporation pursuant to air-time reselling arrangements with us. The primary distribution channels of KTF are its independent exclusive dealers located throughout Korea. As of December 31, 2007, there were 1,774 shops

 

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managed by independent exclusive dealers of KTF. In addition to assisting new subscribers to activate mobile service and purchase handsets, authorized dealers are connected to the database of KTF and are able to assist customers with account information. Although most of these dealers sell exclusively products and services of KTF, sub-dealers hired by exclusive dealers may sell products and services offered by other mobile telecommunications service providers. Authorized dealers are entitled to a commission for each new subscriber registered, as well as ongoing commissions for the first five years based primarily on the subscriber’s monthly access fee, usage charges and length of subscription. The handsets sold by KTF to the dealers cannot be returned to KTF unless they are defective. If a handset is defective, it may be exchanged for a new one within 14 days from the date of purchase.

 

KTF does not require its subscribers to make facility deposits or take out facility insurance policies with the Korea Guarantee Insurance Company, unless a subscriber purchased his or her handset through the installment payment plan. In such a situation, facility insurance is required and the subscriber typically pays a one-time insurance fee ranging from Won 10,000 to Won 20,000. KTF conducts the screening process for new subscribers with great caution. A potential subscriber must meet all internal credit criteria before receiving mobile service. The procedure includes checking the history of non-payment and credit information from banks and credit agencies such as the National Information and Credit Evaluation Corporation. Applicants who do not meet the minimum criteria can only subscribe to the mobile service by using a pre-paid card.

 

Data Communication Service

 

Our data communication service involves offering exclusive lines that allow point-to-point connection for voice and data traffic between two or more geographically separate points. As of December 31, 2005, 2006 and 2007, we leased 410,073 lines, 400,287 lines and 391,383 lines to domestic businesses, including 230 international leased lines on December 31, 2007. The data communication service accounted for 6.8% of our operating revenues in 2007.

 

We currently have two telecommunications satellites in operation, Koreasat 3 and Koreasat 5. We launched Koreasat 3 in September 1999. Koreasat 3 carries transponders that are used for direct-to-home satellite broadcasting, telecommunication operations, video distribution and high-speed data communication services for sparsely populated areas. All direct-to-home satellite broadcasting transponders are currently utilized by Korea Digital Satellite Broadcasting Inc. The expected orbital life of Koreasat 3 is approximately 12 years.

 

We launched Koreasat 5 in August 2006, which replaced Koreasat 2. Koreasat 5 is a telecommunication satellite with 24 transponders that are used for domestic or Asia-Pacific regional satellite telecommunication services. The expected orbital life of Koreasat 5 is approximately 15 years.

 

Miscellaneous Services

 

We provide various services that extend beyond telephone services and data communications services, including:

 

   

information technology and network services; and

 

   

services provided by KTH.

 

Our miscellaneous services accounted for 5.8% of our operating revenues for 2007.

 

Information Technology and Network Services. We offer a broad array of integrated information technology and network services to our business customers. Our range of services include consulting, designing, building and maintaining systems and communication networks that satisfy individual needs of our customers in the public and the private sector.

 

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KTH. KTH is a consolidated subsidiary in which we owned a 65.9% interest as of December 31, 2007, and its services include operating paran.com (formerly hanmir.com) portal site and developing on-line contents including on-line games and video-on-demand. KTH plans to focus its efforts on making paran.com portal site compatible for new media environment and strengthening its competitiveness in providing diverse on-line contents while maintaining its profitability.

 

Revenues and Rates

 

The table below shows the percentage of our revenues derived from each category of services for each of the years from 2005 through 2007:

 

     Year Ended December 31,

 
     2005

    2006

    2007

 

Telephone services:

                  

Local service

   17.0 %   16.3 %   15.3 %

Non-refundable service initiation fees

   0.4     0.3     0.2  

Domestic long-distance service

   4.5     4.0     3.6  

International long-distance service

   2.4     2.2     2.3  

Land-to-mobile interconnection

   10.0     10.0     8.5  
    

 

 

Sub-total

   34.3     32.8     29.9  
    

 

 

Internet services:

                  

Broadband Internet access service

   12.8     12.1     11.1  

Miscellaneous Internet-related services(1)

   1.6     1.8     2.3  
    

 

 

Sub-total

   14.4     13.9     13.4  
    

 

 

Mobile service

   30.4     30.9     31.5  

Sales of goods(2)

   8.8     10.6     12.5  

Other services:

                  

Data communications service

   7.9     7.2     6.8  

Miscellaneous(3)

   4.2     4.6     5.9  
    

 

 

Sub-total

   12.1     11.8     12.7  
    

 

 

Operating revenues

   100.0 %   100.0 %   100.0 %
    

 

 


(1) Includes revenues from Kornet Internet connection service and services provided by our Internet data centers and Bizmeka.
(2) Includes mobile handset sales.
(3) Includes revenues from information technology and network services and KTH.

 

Telephone Services

 

Local Telephone Service. Our revenues from local telephone service consist primarily of:

 

   

Service initiation fees for new lines;

 

   

Monthly basic charges; and

 

   

Monthly usage charges based on the number of call pulses.

 

All calls are currently measured by call pulses. Each pulse is determined by the duration of the call and the time of the day at which the call is made. For instance, during regular service hours, a call pulse is triggered at the beginning of each local telephone call and every three minutes thereafter.

 

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The rates we charge for local calls are currently subject to approval by the Korea Communications Commission after consultation with the Ministry of Strategy and Finance. The rates are identical for residential and commercial customers. The following table summarizes our local usage rates as of each date on which rates were revised:

 

     Dec 1,
1996

   Sept 1,
1997

   April 15,
2001

   May 1,
2002

Local Usage Charges (per pulse)(1)

                           

Regular service

   (Won) 41.6    (Won) 45    (Won) 39    (Won) 39

Public telephone

     40      50      50      70

(1) Since January 1, 1990, usage charges for local service in those metropolitan areas subject to measured service have been based on the number of pulses, which are a function of the duration and number of calls, and per pulse rates. Before January 1, 1993, in areas not subject to measured service, a pulse was triggered once for each local telephone call, regardless of the length of the call. Commencing January 1, 1993, measured service applies to all lines in service. A pulse is triggered at the beginning of each local call and every three minutes thereafter from 8:00 a.m. to 9:00 p.m. on weekdays and every 258 seconds thereafter on holidays and from 9:00 p.m. to 8:00 a.m. on weekdays.

 

Before September 1998, in addition to a non-refundable service initiation fee of Won 8,000 and a monthly basic charge, a customer was required to pay at the time of a telephone service initiation a non-interest-bearing refundable deposit. The deposit ranged from Won 122,000 to Won 242,000 depending on the size of the local calling area in which the phone was installed. In September 1998, we implemented an alternative telephone service initiation charge system that allowed our customers to choose between the original service plan and a second service plan. The charges under each plan were as follows:

 

Rates from September 1998 to April 14, 2001


  

Original Plan


  

Second Plan


Service initiation Deposit (refunded upon termination of service)   

Between Won 122,000 to Won 242,000, depending on location

  

None

Non-refundable Service Initiation Fee   

Won 8,000

  

Won 100,000

Monthly Basic Charge   

Between Won 1,500 to Won 2,500, depending on location

  

Between Won 2,000 to Won 4,000, depending on location

 

Through April 14, 2001, approximately 7.1 million customers switched to or enrolled under the second plan. To each of our customers switching plans, we refunded between Won 30,000 and Won 150,000 of their telephone service initiation deposits while keeping Won 92,000, reflecting the Won 100,000 non-refundable telephone service initiation fee under the second plan minus the Won 8,000 non-refundable service initiation fee paid under the original plan.

 

Starting on April 15, 2001, we implemented a new telephone service initiation charge system. The changes are as follows:

 

Rates Starting April 15, 2001


  

New Plan


Service initiation Deposit (refunded upon termination of service)   

None

Non-refundable Service Initiation Fee   

Won 60,000 (including value added tax)

Monthly Basic Charge   

Between Won 3,000 to Won 5,200, depending on location

 

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All new customers subscribing to our local service on or after April 15, 2001 are enrolled under the new plan. Our existing customers who are enrolled in the original plan may switch to the new plan and receive their service initiation deposit back (less Won 52,000, reflecting the Won 60,000 non-refundable service initiation fee paid under the new plan minus the Won 8,000 non-refundable service initiation fee paid under the original plan). Our existing customers who switched to or enrolled under the second plan cannot switch to the new plan.

 

Starting in November 2007, we began waiving the Won 60,000 non-refundable service initiation fee for new subscribers who subscribe to our local service through our online application process.

 

As of December 31, 2007, we had Won 841 billion of refundable service initiation deposits outstanding and 3,816 thousand subscribers who are enrolled under the mandatory deposit plan and eligible to switch to the no deposit plan and receive their service initiation deposit back (less Won 52,000 as described above). The total refund amount (excluding the non-refundable telephone service initiation fees retained by us) to customers choosing to switch to the no deposit plan or terminate the local telephone service in 2007 amounted to Won 66 billion. As of December 31, 2007, we had 16.2 million subscribers who are enrolled under the second plan or the new plan.

 

Domestic Long-distance Telephone Service. Our revenues from domestic long-distance service consist of charges for calls placed, charged for the duration, time of day and day of the week a call is placed, and the distance covered by the call. Since January 1998, we have been setting our own rates for domestic long-distance service without approval from the Korea Communications Commission.

 

The following table summarizes our domestic long-distance rates as of each date on which rates were revised. These charges do not reflect discounts applicable to calls made during off-peak hours or holidays.

 

     Date of Rate Change(1)

     Dec. 1,
1996

   Sept. 1,
1997

   Dec. 1,
2000

   April 15,
2001

   Nov. 1,
2001

Domestic Long-Distance Charges

(per three minutes)(1)(2)

                                  

Up to 30 km

   (Won) 41.6    (Won) 45    (Won) 45    (Won) 39    (Won) 39

Up to 100 km

     182      172      192      192      261

100 km or longer

     277      245      252      252      261

(1) Domestic long-distance calls of up to 30 kilometers are billed on the same basis as local calls. Before April 15, 2001, for domestic long-distance calls in excess of 30 kilometers, a pulse was triggered at the beginning of each call and every 47 seconds for calls up to 100 kilometers or every 33 seconds for calls in excess of 100 kilometers. Commencing April 15, 2001, a pulse was triggered at the beginning of each call and every 30 seconds thereafter. Commencing November 1, 2001, a pulse is triggered at the beginning of each call and every 10 seconds thereafter.
(2) Rates for domestic long-distance calls in excess of 30 kilometers are currently discounted (by an adjustment in the period between pulses) by 10% on holidays and from 6:00 a.m. to 8:00 a.m. on weekdays, and by 30% from midnight to 6:00 a.m. every day.

 

In recent years, we have begun to offer optional flat rate plans and discount plans in order to mitigate the impact from lower usage charges of local and domestic long-distance calls and stabilize our revenues from fixed-line telephone services. Some of our new plans introduced in recent years include the following:

 

   

starting in September 2006, a subscriber who elects to pay the monthly average of the past six months of local and domestic long-distance usage amounts plus an extra monthly change of Won 500 is able to make free local and domestic long-distance calls up to twice the historical minutes. A subscriber who elects to pay an extra monthly charge of Won 1,000 is able to make free calls up to three times the historical minutes. Usage minutes exceeding these free amounts are charged at a 50.0% discount;

 

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starting in May 2007, a subscriber who is older than 65 years is eligible to receive a 30.0% discount on fixed-line local call charges and a 20.0% discount on land-to-mobile interconnection usage charges for calls made to his or her children;

 

   

starting in November 2007, a subscriber who elects to pay an additional monthly flat rate of Won 3,000 is able to make local and long-distance calls at a flat rate of Won 39 per call without regard to length of the call;

 

   

starting in November 2007, a subscriber who elects to pay an additional monthly flat rate of Won 2,000 is able to make long-distance calls nationwide at a rate of Won 39 per three minutes; and

 

   

starting in November 2007, a subscriber who elects to pay a monthly flat rate of Won 10,000 to Won 35,000 (which includes monthly basic charge) is able to make free local and domestic long-distance calls of between 150 minutes to 660 minutes per month.

 

International Long-distance Service. Our revenues from international long-distance service consist of:

 

   

amounts we bill to customers for outgoing calls made to foreign countries (including customers who make calls to Korea from foreign countries under our home country direct-dial service);

 

   

amounts we bill to foreign telecommunications carriers and administrations for connection to the Korean telephone network in respect of incoming calls (including calls placed in Korea by customers of the foreign carriers for home country direct-dial service); and

 

   

other revenues, including revenues from international calls placed from public telephones.

 

We bill outgoing calls made by customers in Korea (and calls made to Korea from foreign countries under our home country direct-dial service) in accordance with our international long-distance rate schedule for the country called. These rates vary depending on the time of day at which a call is placed. We bill outgoing international calls on the basis of one-second increments. Since January 1998, we have been setting our own rates for international long-distance service without approval from the Korea Communications Commission.

 

For incoming calls (including calls placed in Korea by customers of the foreign carriers for home country direct-dial service), we receive settlement payments from the relevant foreign carrier or administration at the applicable settlement rate specified under the agreement with the foreign entity. We have entered into numerous bilateral agreements with foreign carriers and administrations. We negotiate the settlement rates under these agreements with each foreign carrier, subject to Korea Communications Commission approval. It is the practice among international carriers for the carrier in the country in which the call is billed to collect payments due in respect of the use of overseas networks. Although we record the gross amounts due to and from us in our financial statements, we make settlements with most carriers quarterly on a net basis.

 

Interconnection. We provide other telecommunications service providers, including mobile operators and other fixed-line operators, interconnection to our fixed-line network.

 

Land-to-mobile Interconnection. For a call initiated by a landline user to a mobile service subscriber, we collect from the landline user the land-to-mobile usage charge and remit to the mobile service provider a land-to-mobile interconnection charge. The Korea Communications Commission periodically issues orders setting the interconnection charge calculation method applicable to interconnections with mobile service providers. Starting in 2004, the Korea Communications Commission determines the land to mobile interconnection charge by calculating the long run incremental cost of mobile service providers, taking into consideration technology development and future expected costs.

 

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The following table shows the interconnection charges we paid per minute (exclusive of value-added taxes) to mobile operators for landline to mobile calls. We expect the Korea Communications Commission to determine the rates applicable for 2008 in the second half of 2008. Upon its determination, the rate will be applied retroactively starting January 1, 2008.

 

     Effective Starting

     January 1, 2004

   January 1, 2005

   January 1, 2006

   January 1, 2007

SK Telecom

   (Won) 31.8    (Won) 31.2    (Won) 33.1    (Won) 32.8

KTF

     47.7      46.7      40.1      39.6

LG Telecom

     58.5      55.0      47.0      45.1

 

The following table shows the usage charge per minute collected from a landline user for a call initiated by a landline user to a mobile service subscriber.

 

     Effective Starting

     May 1,

2002

   July 1,

2003

   September 1,
2004


Weekday

   (Won) 93.8    (Won) 89.0    (Won) 87.0

Weekend

     88.9      84.0      82.0

Evening(1)

     83.9      79.2      77.2

(1) Evening rates are applicable from 12:00 a.m. to 6:00 a.m. everyday.

 

We recognize as land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as expense the amount of interconnection charge paid to the mobile service provider.

 

Land-to-land and Mobile-to-land Interconnection. For a call initiated by a landline subscriber of our competitor to our fixed-line user, the landline service provider collects from its subscriber its normal rate and remits to us a land-to-land interconnection charge. In addition, for a call initiated by a mobile service subscriber to our landline user, the mobile service provider collects from its subscriber its normal rate and remits to us a mobile-to-land interconnection charge.

 

The following table shows such interconnection charge per minute collected for a call depending on the type of call, as determined by the Korea Communications Commission. We expect the Korea Communications Commission to determine the rates applicable for 2008 in the second half of 2008. Upon its determination, the rate will be applied retroactively starting January 1, 2008.

 

     Effective Starting

     January 1,
2004


   January 1,
2005


   January 1,
2006


   January 1,
2007


Local access(1)

   (Won) 16.2    (Won) 16.5    (Won) 16.6    (Won) 17.3

Single toll access(2)

     17.8      18.1      18.2      19.0

Double toll access(3)

     20.5      20.8      19.9      20.7

Source: The Korea Communications Commission.
(1) Interconnection between local switching center and local access line.
(2) Interconnection involving access to single long-distance switching center.
(3) Interconnection involving access to two long-distance switching centers.

 

Internet Services

 

Broadband Internet Access Service. We offer broadband Internet access service that primarily uses existing telephone lines to provide both voice and data transmission. We charge customers of broadband Internet service monthly fixed fees. In addition, we charge customers a one time installation fee per site of Won 30,000 and modem rental fee ranging from Won 3,000 to Won 8,000 on a monthly fixed basis. The rates we charge for broadband Internet access service are subject to approval by the Korea Communications Commission.

 

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The following table summarizes our charges for various broadband Internet services as of December 31, 2007:

 

     Maximum Speed

    Monthly Fee(1)

Megapass Special

   100 Mbps   (Won) 40,000

Megapass Premium

   50       33,000

Megapass Lite

   10       30,000

Megapass Ntopia

   100       36,000

WiBro Slim(2)(6)

   3       10,000

WiBro Basic(3)(6)

   3       20,000

WiBro Special(4)(6)

   3       30,000

WiBro Premium(5)(6)

   3       40,000

(1) We provide discounts of up to 15.0% for mandatory subscription periods ranging from one to three years, with the exception of Megapass Ntopia, for which we provide discounts of up to 20.0% for mandatory subscription periods ranging from one to four years.
(2) We charge a monthly fee of Won 10,000 for up to 500 megabytes of data transmission and Won 50 per megabyte for any additional data transmission in excess of 500 megabytes per month.
(3) We charge a monthly fee of Won 20,000 for up to 2,000 megabytes of data transmission and Won 25 per megabyte for any additional data transmission in excess of 2,000 megabytes per month.
(4) We charge a monthly fee of Won 30,000 for up to 4,000 megabytes of data transmission and Won 10 per megabyte for any additional data transmission in excess of 4,000 megabytes per month.
(5) We charge a monthly fee of Won 40,000 for up to 6,000 megabytes of data transmission and Won 7 per megabyte for any additional data transmission in excess of 6,000 megabytes per month.
(6) In order to promote our WiBro service, we are currently offering promotional rates to all new customers subscribing before September 30, 2008. New subscribers may elect either a flat rate plan in which the subscriber pays a monthly fee of Won 19,800 for unlimited use of WiBro service, or a discount plan in which the subscriber pays a monthly fee of Won 10,000 for up to 1,000 megabytes of monthly data transmission and Won 25 per megabyte for data transmission in excess of such amount, with the maximum monthly fee capped at Won 150,000. Both promotional plans are currently scheduled to end on November 30, 2008, but we may extend them subject to market demand.

 

Mobile Service and Mobile Handset Sales

 

Our operating revenues from mobile resale service are generated through our air-time reselling arrangement with KTF. Our mobile handset sales are also included in our consolidated operating revenues as sales of goods. In addition, KTF, one of our consolidated subsidiaries in which we owned a 53.0% interest as of December 31, 2007, derive revenues from mobile service principally from:

 

   

initial subscription fees;

 

   

monthly access fees;

 

   

usage charges for outgoing calls;

 

   

usage charges for wireless data transmission; and

 

   

value-added monthly service fees.

 

KTF may set these fees and charges, including any promotional rates, without approval from the Korea Communications Commission. Like all Korean mobile service providers, KTF does not charge its customers for incoming calls. Instead, KTF receives interconnection charges from us for calls initiated from our fixed-line network to its mobile network (which are eliminated in consolidation) and interconnection charges from other mobile and fixed-line service operators for calls initiated by their subscribers.

 

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KTF offers various rate plans, including those that offer a specified number of free airtime minutes per month in return for a higher monthly access fee and those that are geared toward business customers. KTF charges an initial subscription fee of Won 30,000 to new subscribers. Under the standard rate plan for PCS service, KTF charges a monthly access fee of Won 13,000 and usage charges of Won 18 per ten seconds, and the subscriber is provided with 10 free minutes. Under the standard rate plan for HSDPA-based SHOW service, KTF charges a monthly access fee of Won 12,000 and usage charges of Won 18 per ten seconds, but no free minutes are offered.

 

In order to promote its mobile services, KTF acquires mobile handsets in bulk for resale to its subscribers. Until March 26, 2006, KTF and its competitors were restricted from selling handsets to subscribers at prices below the prices at which they purchased the handsets from manufacturers, except in cases of certain PDA phones and W-CDMA phones. In recent years, mobile service providers began granting subsidies to subscribers who purchase new handsets. KTF currently provides subsidies between Won 80,000 to Won 360,000 to subscribers for purchase of mobile handsets based on a subscription period between 12 to 24 months.

 

Data Communication Service

 

We charge customers of domestic leased-lines on a monthly fixed-cost basis based on the distance of the leased line, the capacity of the line measured in bits per second (“bps”), the type of line provided and whether the service site is local or long-distance. In addition, we charge customers a one-time installation fee per site ranging from Won 56,000 to Won 1,940,000 depending on the capacity of the line.

 

Competition

 

The telecommunications sector in Korea is rapidly evolving. We face increasing competition from new entrants to the telecommunications market, and we expect the number and the identity of service providers in the market to continue to change. Future business combinations and alliances in the telecommunications industry may create significant new competitors. In particular, the Ministry of Information and Communication conditionally approved SK Telecom’s acquisition of a controlling minority stake of approximately 39% of the issued and outstanding share capital of Hanarotelecom Incorporated. The acquisition would enable SK Telecom to provide fixed-line telecommunications, broadband Internet access and IP-TV services together with its mobile telecommunications services.

 

Under the Telecommunications Basic Law and the Telecommunications Business Law, telecommunications service providers in Korea are currently classified into network service providers, value-added service providers and specific service providers. See “—Regulation.”

 

Network Service Providers

 

All network service providers in Korea are permitted to set the rates for international or domestic long-distance services on their own without Korea Communications Commission approval. Many of our competitors have set their rates lower than ours. Currently, we can compete freely with other providers on the basis of rates in all services except for rates we charge for local calls and broadband Internet access service, which require advance approval from the Korea Communications Commission. In all service areas, we compete by endeavoring to provide superior customer service and superior technical quality, taking advantage of our broad customer base and our ability to provide various telecommunication services.

 

We and SK Telecom have been designated as market-dominating business entities in the respective markets under the Telecommunications Business Act. Under this Act, a market-dominating business entity may not engage in any act of abuse, such as unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers. The Korea Communications Commission has also issued guidelines on fair competition of the telecommunications companies. If any telecommunications service provider breaches the guidelines, the Korea Communications Commission may take necessary corrective measures against it after a hearing at which the service provider may defend its action.

 

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Local Telephone Service. We compete with Hanarotelecom and LG DACOM in the local telephone service business. Hanarotelecom began providing local telephone service in 1999, followed by LG DACOM in 2004. In addition, the services provided by mobile service providers have had a material adverse effect on KT Corporation in terms of our revenues from fixed-line telephone services. We expect this trend to continue.

 

The following table shows the market share in the local telephone service market in terms of number of subscribers estimated by us as of the dates indicated:

 

     Market Share (%)

     KT Corporation

   Hanarotelecom

   LG DACOM

December 31, 2005

   93.2    6.6    0.2

December 31, 2006

   92.1    7.5    0.4

December 31, 2007

   90.4    8.8    0.8

Source: KT Corporation.

 

Although the local usage charge of our competitors and us is the same at Won 39 per pulse (generally three minutes), our competitors’ non-refundable telephone service initiation charge and basic monthly charge are lower than ours. Our customers pay a non-refundable telephone service initiation charge of Won 60,000 and a basic monthly charge of up to Won 5,200 depending on location. On the other hand, customers of our competitors pay a non-refundable telephone service initiation charge of Won 30,000 and a basic monthly charge of up to Won 5,200 depending on location.

 

Domestic Long-distance Telephone Service. We compete with LG DACOM, Onse, Hanarotelecom and SK Telink in the domestic long-distance market. LG DACOM began offering domestic long-distance service in 1996, followed by Onse in 1999 and Hanarotelecom and SK Telink in 2004. The following table shows the market shares in the domestic long-distance market in terms of number of subscribers estimated by us for the years indicated:

 

     Market Share (%)

     KT Corporation

   LG DACOM

   Hanarotelecom

   Onse

   SK Telink

2005

   85.4    6.1    4.8    2.7    1.0

2006

   85.6    4.8    6.1    2.1    1.4

2007

   85.4    3.9    7.4    1.8    1.5

Source: KT Corporation.

 

Our competitors and we charge Won 39 per three minutes for domestic long-distance calls up to 30 kilometers. For domestic long-distance calls greater than 30 kilometers, our competitors typically charge between 3% to 5% less than us. The following table is a comparison of our standard long-distance usage charges per three minutes with the standard rates of our competitors as of December 31, 2007:

 

     KT Corporation

   LG DACOM

   Onse

   Hanarotelecom

   SK Telink

30 kilometers or longer

   (Won) 261    (Won) 253    (Won) 248    (Won) 250    (Won) 248

Source: KT Corporation.

 

International Long-Distance Telephone Service. Four companies, LG DACOM, Onse, Hanarotelecom and SK Telink, directly compete with us in the international long-distance market. LG DACOM began offering international long-distance service in 1991, followed by Onse in 1997 and Hanarotelecom in 2004. SK Telink, which only provides Internet phone service, entered the international long-distance market in 2003 and offers its services at rates lower than those of network-based international long-distance telephone services. The entry of Internet phone service providers and other telecommunications service providers, such as voice resellers, that can

 

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offer telecommunications services at rates lower than ours has increased competition in the international long-distance market and adversely affected our revenues and profitability from international long-distance services. See “— Specific Service Providers.”

 

Our competitors generally charge less than us for international long-distance calls. The following table is a comparison of our standard long-distance usage charges per one minute with the standard rates of our competitors as of December 31, 2007:

 

     KT Corporation

   LG DACOM

   Onse

   Hanarotelecom

   SK Telink

United States

   (Won) 282    (Won) 288    (Won) 154    (Won) 276    (Won) 156

Japan

     696      678      297      672      384

China

     990      996      699      984      780

Australia

     1,086      1,086      522      1,044      528

Great Britain

     1,008      996      492      966      498

Germany

     948      942      397      912      402

Source: KT Corporation.

 

Broadband Internet Access Service. The Korean broadband Internet access market has experienced significant growth since Korea Thrunet first introduced its HFC-based service in 1998. Hanarotelecom entered the broadband market in 1999 offering both HFC and ADSL services, and we entered the market with our ADSL services in 1999, followed by Dreamline, Onse, LG Powercom and LG DACOM. In addition, the entry of cable television providers that offer HFC-based broadband Internet access services at rates lower than ours has increased competition in the broadband Internet access market. We expect industry consolidation among our competitors in the near future, and smaller competitors in the broadband market today may become larger competitors.

 

The following table shows the market share in the broadband Internet access market in terms of number of subscribers estimated by us as of the dates indicated:

 

     Market Share (%)

     KT Corporation

   Hanarotelecom

   Others

December 31, 2005

   51.2    22.7    26.1

December 31, 2006

   45.2    25.7    29.1

December 31, 2007

   44.3    24.9    30.8

Source: KT Corporation.

 

Our competitors generally charge less than us for broadband Internet access service. The following table is a comparison of fees for our Megapass Lite service with three year mandatory subscription period with fees of our competitors for comparable services as of December 31, 2007:

 

     KT Corporation

   Hanarotelecom

   Cable Providers(1)

Monthly subscription fee

   (Won) 25,500    (Won) 25,200    (Won) 19,600

Monthly modem rental fee

     3,000      3,000      3,000

Additional installation fee upon moving

     10,000      18,000      varies

Source: KT Corporation.
(1) These are fees typically charged by cable providers.

 

Mobile Service. Competition in the mobile telecommunications industry in Korea is intense among SK Telecom, KTF and LG Telecom. Such competition intensified in recent years due to the implementation of mobile number portability, which enables mobile subscribers to switch their service provider while retaining the same mobile phone number, as well as payments of handset subsidies to purchasers of new handsets.

 

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The following table shows the market share in the mobile telecommunications market in terms of number of subscribers announced by the Korea Communications Commission as of the dates indicated:

 

     Market Share (%)

     KTF

   SK Telecom

   LG Telecom

December 31, 2005

   32.1    50.9    17.0

December 31, 2006

   32.1    50.4    17.4

December 31, 2007

   31.5    50.5    18.0

Source: KTF.

 

The following table shows the market share of third-generation HSDPA-based IMT-2000 service in terms of number of subscribers announced by the Korea Communications Commission as of December 31, 2007:

 

     Market Share (%)

     KTF

   SK Telecom

December 31, 2007

   56.2    43.8

Source: KTF.

 

KTF offers various rate plans, including those that offer a specified number of free airtime minutes per month in return for a higher monthly access fee and those that are geared toward business customers. Our competitors also offer similar plans at competitive rates.

 

Data Communication Service. We had a monopoly in domestic data communication service until 1994, when LG DACOM was authorized to provide the leased-line service.

 

Value-Added Service Providers

 

Value-added service providers may commence operations following filing of a report to the Korea Communications Commission. The scope of business of a value-added service provider includes specific value-added telecommunications activities (other than services reserved for network service providers), such as data communications utilizing telecommunications facilities leased from network service providers.

 

Specific Service Providers

 

Specific service providers, such as Internet phone service providers and voice resellers, started operations in Korea in 1998. We began providing Internet phone service for international long-distance calls in May 1998. Our Internet phone service also competes with international long-distance services provided by voice resellers who have also seen sharp increases in demand for their services.

 

Foreign Competition

 

Under the multilateral agreement on basic telecommunications services among the members of the WTO, effective November 27, 1997, the Government of Korea agreed to gradually reduce the restrictions on foreign and individual shareholdings in KT Corporation and other network service providers in Korea. Currently, the Telecommunications Business Law limits aggregate ownership of shares with voting rights (including equivalent securities with voting rights, such as depository certificates and certain other equity interests, and all references to “shares with voting rights” include such equivalent securities) in network service providers (including us) by foreign shareholders to 49.0% of issued shares with voting rights. In addition, the Telecommunications Business Law and the Foreign Investment Promotion Act prohibit a foreign shareholder from being our largest shareholder if such shareholder holds 5.0% or more of our shares. See “—Regulation—Foreign Investment.” While the WTO Agreement enables us to seek foreign investors and strategic partners and to more easily take advantage of opportunities for investments in overseas telecommunications projects, it may also benefit our competitors and further intensify competition in the domestic market.

 

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Regulation

 

Under the Telecommunications Basic Law and the Telecommunications Business Law, telecommunications service providers are currently classified into three categories:

 

   

network service providers, such as us, which typically provide telecommunications services with their own telecommunications networks and related facilities. Their services may include local, domestic long-distance and international long-distance telephone services, mobile communications service, paging service and trunked radio system service;

 

   

value-added service providers, which provide telecommunications services other than those services specified for network service providers, such as data communications using telecommunications facilities leased from network service providers; and

 

   

specific service providers, which may occupy a middle ground between network service providers and value-added service providers and are broadly defined by law as telecommunications service providers that provide network services using the telecommunications network facilities or services of network service providers.

 

Under the Telecommunications Basic Law and the Telecommunications Business Law, the Korea Communications Commission has comprehensive regulatory authority over the telecommunications industry and all network service providers. Under the new administration of President Lee Myung Bak, many functions previously undertaken by the Ministry of Information and Communication were transferred to the Korea Communications Commission, including approving rates of dominant service providers and regulating general terms of telecommunications services provided by network service providers. The Korea Communications Commission is established under the direct jurisdiction of the President and is comprised of five standing commissioners. Commissioners of the Korea Communications Commission are appointed by the President, and the appointment of the Chairperson must be approved at a confirmation hearing at the National Assembly. The Korea Communications Commission’s policy is to promote competition in the Korean telecommunications markets through measures designed to prevent the dominant service provider in any such market from exercising its market power in such a way as to prevent the emergence and development of viable competitors. A network service provider must be licensed by the Korea Communications Commission. Our license as a network service provider permits us to engage in a wide range of telecommunications services.

 

Under the Use and Protection of Credit Information Act, telecommunications service providers are also required to disclose personal credit information of their customers only for the purpose of validating and maintaining telecommunications service agreements. Korean telecommunications service providers may use their customers’ credit information only to the extent allowed by the Use and Protection of Credit Information Act, which has gained greater importance in recent years due to the occurrence of personal information leakage incidents.

 

The Ministry of Information and Communication, prior to being replaced by the Korea Communications Commission, announced a “road map” in March 2007 highlighting upcoming revisions in regulations to promote deregulation of the telecommunications industry. The road map included allowing telecommunications service providers to bundle their services, such as broadband Internet access service, mobile telephone service and fixed-line telephone service, at a discounted rate starting in July 2007, provided that we and SK Telecom, which are designated as market-dominating business entities under the Telecommunications Business Law, allow other competitors to employ the services provided by us and SK Telecom, respectively, so that the competitors can provide similar discounted package services. The road map included plans to amend the regulations and provisions under the Telecommunications Business Law to permit licensed transmission service providers to offer local, domestic long-distance and international long-distance telephone services, as well as broadband Internet access and Internet phone services, without the need to obtain further approval from the Ministry of Information and Communication. Under the new administration of President Lee Myung Bak, the Korea

 

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Communications Commission is reconsidering many aspects of the roadmap as well as other regulations of the telecommunications industry, and there can be no assurance that the roadmap will continue to be implemented as proposed by the Ministry of Information and Communication under the previous administration.

 

Rates

 

Under current regulations implementing the Telecommunications Business Act, a network service provider may set its rates at its discretion, although it must report to the Korea Communications Commission the rates and the general terms and conditions for each type of network service provided by it. There is, however, one exception to this general rule: if a network service provider has the largest market share for a specified type of service and its revenue from that service for the previous year exceeds a specific revenue amount set by the Korea Communications Commission, it must obtain prior approval from the Korea Communications Commission for the rates and the general terms for that service. Each year the Korea Communications Commission designates the service providers and the types of services for which the rates and the general terms must be approved by the Korea Communications Commission. In 2007, the Korea Communications Commission designated us for local telephone service and broadband Internet access service and SK Telecom for cellular service. The Korea Communications Commission, in consultation with the Ministry of Strategy and Finance, is required to approve the rates proposed by a network service provider if (1) the proposed rates are appropriate, fair and reasonable and (2) the calculation method for the rates are appropriate and transparent.

 

Other Activities

 

A network service provider, such as us, must obtain the permission of the Korea Communications Commission in order to:

 

   

engage in certain businesses specified in the Presidential Decree under the Telecommunications Business Act, such as telecommunications equipment manufacturing business and telecommunications network construction business;

 

   

change the conditions for its licenses;

 

   

transfer, terminate, suspend or spin off all or a part of the business for which it is licensed;

 

   

acquire all or a part of the business of another network service provider; or

 

   

enter into a merger with another network service provider.

 

A telephone service provider may provide some network services using the equipment it currently has by submitting a report to the Korea Communications Commission. The Korea Communications Commission can revoke our licenses or order the suspension of any of our businesses if we do not comply with the regulations of the Korea Communications Commission under the Telecommunications Business Law.

 

The responsibilities of the Korea Communications Commission also include:

 

   

formulating the basic plan for the telecommunications industry; and

 

   

preparing periodic reports to the National Assembly of Korea regarding developments in the telecommunications industry.

 

The responsibilities of the Ministry of Knowledge Economy include:

 

   

drafting and implementing plans for developing telecommunications technology;

 

   

fostering and providing guidance to institutions and entities that conduct research relating to telecommunications; and

 

   

recommending to network service providers that they invest in research and development or that they contribute to telecommunications research institutes in Korea.

 

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In addition, since January 2000, all network service providers (other than regional paging service providers) are obligated to contribute toward the supply of “universal” telecommunications services in Korea. Telecommunications service providers designated as “universal service providers” by the Korea Communications Commission are required to provide universal telecommunications services such as local services, local public telephone services, discount services for persons with disabilities and for certain low-income persons, telecommunications services for remote islands and wireless communication services for ships. We have been designated as a universal service provider. The costs and losses recognized by universal service providers in connection with providing these universal telecommunications services will be shared on an annual basis by all network service providers (other than regional paging service providers), including us, on a pro rata basis based on their respective net annual revenue calculated pursuant to a formula set by the Korea Communications Commission.

 

Due to the amendment of the Telecommunications Business Law, effective April 9, 2001, a network service provider must permit other network service providers to co-use wirelines connecting the switching equipment to end-users, upon the request of such other network service providers. In addition, a network service provider may permit other network service providers to co-use its wireless communication systems upon the request of any of such other network service providers. The compensation method for the co-use must be determined by the Korea Communications Commission and be settled, by fair and proper methods.

 

In addition, starting April 2002, we are required to lease to other companies our fixed-lines that connect subscribers to our network. This system, which is called local loop unbundling, is intended to prevent excessive investment in local loops. This system requires us to lease the portion of our copper lines that represent our excess capacity to other companies upon their request at rates that are determined by the Korea Communications Commission based on our cost, and taking into consideration an appropriate rate of return, to enable them to provide voice and broadband services. Revenues from local loop unbundling are recognized as revenues from miscellaneous services.

 

Foreign Investment

 

The Telecommunications Business Act restricts the ownership and control of network service providers by foreign shareholders. Foreigners, foreign governments and “foreign invested companies” may not own more than 49.0% of the issued shares with voting rights of a network service provider, including us, and a foreign shareholder may not become our largest shareholder if such shareholder holds 5.0% or more of our shares. For purposes of the Telecommunications Business Act, the term “foreign invested company” means a company in which foreigners and foreign governments hold 15.0% or more shares with voting rights in the aggregate and a foreigner or a foreign government is the largest shareholder, provided, however, that such company will not be counted as a foreign shareholder for the purposes of the above-referenced 49.0% limit if it holds less than 1.0% of our total issued and outstanding shares with voting rights. As of December 31, 2007, 45.5% of our common shares were owned by foreign investors. In the event that a network service provider violates the shareholding restrictions, its foreign shareholders cannot exercise voting rights for their shares in excess of such limitation, and the Korea Communications Commission may require corrective measures be taken to comply with the ownership restrictions. There is no restriction on foreign ownership for specific service providers and value-added service providers.

 

Individual Shareholding Limit

 

The Privatization Law ceased to apply to us in August 2002, and ceiling on individual shareholding specified in the articles of incorporation has been eliminated. Under the Telecommunications Business Act, a foreign shareholder who holds 5.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 5.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. In addition, under the Telecommunications Business Act, the Korea Communications Commission may, if it deems it necessary to preserve substantial public interests, prohibit a foreign shareholder from being our largest shareholder. In addition, the Foreign Investment Promotion Act

 

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prohibits any foreign shareholder from being our largest shareholder, if such shareholder owns 5.0% or more of our shares with voting rights. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, the Telecommunications Business Act restricts such foreign shareholder from exercising his or her voting rights with respect to common shares exceeding such threshold. The Korea Communications Commission may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a specified period of six months or less.

 

Customers and Customer Billing

 

We typically charge residential subscribers and business subscribers similar rates for services provided. On a case-by-case basis, we also provide discount rates for some of our high-volume business subscribers. We bill all of our customers on a monthly basis. Our customers may make payment at either payment points such as local post offices, banks or our service offices, through a direct-debit service that automatically deducts the monthly payment from a subscriber’s designated bank account, or through a direct-charge service that automatically charges the monthly payment to a subscriber’s designated credit card account. Approximately 73% of our subscribers pay through the direct-debit service. Accounts of subscribers who fail to pay our invoice are transferred to a collection agency, which sends out a notice of payment. If such charges are not paid after notice, we cease to provide outgoing service to such subscribers after a period of time determined by the type of subscribed service. If charges are still not paid two to three months after outgoing service is cut off, we cease all services to such subscribers. After service is ceased, the overdue charges that are not collected by the collection agency are written off.

 

Insurance

 

We carry insurance against loss or damage to all significant buildings and automobiles. Except for our insurance coverage of our satellites and Internet data centers, we do not carry insurance covering losses to outside plant or to equipment because we believe the cost of such insurance is excessive and the risk of material loss or damage is insignificant. We do not have any provisions or reserves against such loss or damage. We do not carry any business interruption insurance.

 

We provide co-location and a variety of value-added services including server-hosting services to a number of corporations whose business largely depends on critical data operated on our servers or on their servers located at our data centers. Any disruptions, interruptions, physical or electronic data loss, delays or slow down in communication connections could expose us to potential liabilities for losses relating to the disrupted businesses of our customers relying on our services.

 

Item 4.C. Organizational Structure

 

These matters are discussed under Item 4.B. where relevant.

 

Item 4.D. Property, Plants and Equipment

 

Our principal fixed asset is our integrated telecommunications network that consists of exchanges and transmission equipment, access lines, backbone network, and mobile network of KTF. In addition, we own buildings and real estate throughout Korea.

 

Our fixed-line equipment vendors and mobile equipment suppliers include well-known international and local suppliers such as Samsung Electronics, LG Electronics, Cisco Systems and Alcatel-Lucent.

 

Exchanges

 

Exchanges include local exchanges and “toll” exchanges that connect local exchanges to long-distance transmission facilities. We had 26.6 million lines connected to local exchanges and 2.1 million lines connected to toll exchanges as of December 31, 2007.

 

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All of our exchanges are fully automatic. We completed replacement of all electromechanical analog exchanges with digital exchanges in June 2003 in order to provide higher speed and larger volume services. Starting in 2006, we also began conversion of our exchanges to be compatible to Internet protocol platform in preparation of building our next generation broadband convergence network by 2015. As of December 31, 2007, approximately 13% of our lines connected to toll exchanges are compatible to Internet protocol platform.

 

Internet Backbone

 

Our Internet backbone network, called KORNET, has the capacity to handle an aggregate traffic of our broadband Internet access subscribers, Internet data centers and Internet exchange system at any given moment of up to 2.2 Tbps as of December 31, 2007. We have set up contingent plans to prepare against various incidents that could affect reliable Internet access service. Starting in 2005, we have also begun deploying our Internet protocol premium network that enables us to more reliably support Mega TV, WiBro and other Internet protocol services. As of December 31, 2007, our Internet protocol premium network had 130,000 lines installed to provide voice over Internet protocol services and a total capacity to handle up to 332.6 Gbps of video-on-demand services. We plan to continue to expand our Internet protocol premium network in 2008.

 

Access Lines

 

As of December 31, 2007, we had 11.2 million access lines installed, which allow us to reach virtually all homes and businesses in Korea. As part of our broadband deployment strategy, we have upgraded many of our access lines by equipping them with broadband capability using xDSL and FTTH technology. As of December 31, 2007, we had approximately 6.3 million broadband lines with speed of at least 50 Mbps that enable us to deliver broadband Internet access and multimedia content to our customers.

 

Transmission Network

 

Our domestic fiber optic cable network consisted of 267,421 kilometers of fiber optic cables as of December 31, 2007, of which 74,371 kilometers of fiber optic cables are used to connect our backbone network and 193,050 kilometers are used to connect the backbone network to our subscribers. Our backbone network utilizes dense wavelength division multiplexing technology for connecting major cities as well as optical add-drop multiplexer technology for connecting neighboring cities. Dense wavelength division multiplexing technology improves bandwidth efficiency by enabling transmission of data from multiple signals across one fiber strand in a cable by carrying each signal on a separate wavelength. We plan to simplify and enhance our backbone network connecting six major cities in Korea by implementing an optical cross-connector (OXO) architecture by the end of 2008, as well as prepare to build our next generation broadband convergence network through installation of network equipment utilizing optical reconfigurable add-drop multiplexer technology and multi-service provisioning platform.

 

Our extensive domestic long-distance network is supplemented by our fully digital domestic microwave network, which consists of 56 relay sites.

 

International Network

 

Our international network infrastructure consists of both submarine cables and satellite transmission systems, which link our domestic network directly to 247 telecommunications service providers in various international destinations.

 

International calls are routed between Korea and international destinations through our three international switching centers located in Seoul, Daejeon and Busan. Each center had four international gateway switches with a combined call capacity of approximately 96 million calls per month as of December 31, 2007.

 

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Telecommunications Satellites

 

In order to provide broadcasting, video distribution and broadband data services in select areas, we operate two telecommunications satellites, Koreasat 3 and 5, launched in 1999 and 2006, respectively. These two satellites are expected to reach the end of their normal operational lives in 2011 and 2021, respectively. See “Item 4.B. Business Overview—Our Services—Satellite Services.”

 

Mobile Networks

 

Mobile network architecture of KTF includes the following components:

 

   

cell sites, which are physical locations equipped with base transceiver stations consisting of transmitters, receivers and other equipment used to communicate through radio channels with subscribers’ mobile telephone handsets within the range of a cell;

 

   

base station controllers, which connect to and control, the base transceiver stations;

 

   

mobile switching centers, which in turn control the base station controllers and the routing of telephone calls; and

 

   

transmission lines, which connect the mobile switching centers, base station controllers, base transceiver stations and the public switched telephone network.

 

The following table lists selected information regarding mobile networks of KTF as of December 31, 2007:

 

     CDMA

   W-CDMA

Mobile switching centers

   63    14

Base station controllers

   534    102

Base transceiver stations

   10,358    6,984

Indoor and outdoor repeaters

   45,400    174,072

 

KTF has 20 MHz of bandwidth in the 1,800 MHz spectrum to provide PCS services based on CDMA wireless network standards and another 20 MHz of bandwidth in the 2,000 MHz spectrum to provide IMT-2000 services based on W-CDMA wireless network standards. KTF has also installed an intelligent network on our mobile network infrastructure to provide a wide range of advanced call features and value-added services.

 

International Submarine Cable Networks

 

International traffic is handled by telecommunications satellites and submarine cables. Because of the high cost of laying a submarine cable, the usual practice is for multiple carriers to jointly commission a new cable and share the costs and the capacity. We own interests in several international fiber optic submarine cable networks, including:

 

   

a 20.9% interest in the 1,762-kilometer R-J-K fiber optic submarine cable network connecting Korea, Japan and Russia, activated since January 1995;

 

   

a 2.3% interest in the 12,083-kilometer Asia Pacific Cable Network connecting Korea, Japan and Hong Kong with six Southeast Asian countries and Australia, activated since January 1997;

 

   

a 1.4% interest in the 29,000-kilometer FLAG Europe-Asia network connecting Korea, Southeast Asia, the Middle East and Europe, activated since April 1997;

 

   

a 1.9% interest in the 39,000-kilometer Southeast Asia-Middle East-Western Europe 3 Cable Network linking 34 countries, activated since December 1999;

 

   

a 6.7% interest in the 30,444-kilometer China-U.S. Cable Network linking Korea, China, Japan, Taiwan and the United States, activated since January 2000;

 

   

a 2.5% interest in the 19,000-kilometer Asia Pacific Cable Network 2 connecting Korea, China, Japan, Taiwan, Hong Kong, Philippines, Singapore and Malaysia, activated since December 2001; and

 

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a 20.0% interest in the 500-kilometer Korea-Japan Cable Network linking Korea and Japan, activated since March 2002.

 

We have also invested in 15 other international fiber optic submarine cables around the world.

 

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

 

Overview

 

We are an integrated provider of telecommunications services. Our principal services include fixed-line telephone services, Internet services including broadband Internet access service, mobile service through our consolidated subsidiary and data communication service. The principal factors affecting our revenues from these services have been our rates for, and the volume of usage of, these services, as well as the number of subscribers. For information on rates we charge for telephone services, see “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates—Telephone Services.”

 

Historically, our revenues were derived principally from telephone services which consist of local, domestic long-distance and international long-distance services and land-to-mobile interconnection service. In recent years we have been deriving an increasing portion of our operating revenues from Internet services and mobile service.

 

The following table shows, for each of the years in the three-year period ended December 31, 2007, our operating revenues, expenses and operating income determined in accordance with Korean GAAP, and each amount as a percentage of consolidated operating revenues.

 

     Year Ended December 31,

 
     2005

    2006

    2007

 
     (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

    (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

    (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

 

Operating revenues:

                                       

Telephone services:

                                       

Local service

   (Won) 2,926    17.0 %   (Won) 2,909    16.3 %   (Won) 2,856    15.3 %

Non-refundable service installation fees

     70    0.4       46    0.3       43    0.2  

Domestic long-distance service

     770    4.5       711    4.0       673    3.6  

International long-distance service

     409    2.4       386    2.2       432    2.3  

Land-to-mobile interconnection

     1,715    10.0       1,765    10.0       1,588    8.5  
    

  

 

  

 

  

Sub-total

     5,890    34.3       5,817    32.8       5,592    29.9  
    

  

 

  

 

  

Internet services:

                                       

Broadband Internet access service

     2,204    12.8       2,149    12.1       2,074    11.1  

Miscellaneous Internet-related services(1)

     282    1.6       322    1.8       424    2.3  
    

  

 

  

 

  

Sub-total

     2,486    14.4       2,471    13.9       2,498    13.4  
    

  

 

  

 

  

 

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     Year Ended December 31,

 
     2005

    2006

    2007

 
     (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

    (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

    (In billions
of Won)

   (Percentage
of consolidated
operating
revenues)

 

Mobile service

     5,233    30.4       5,510    30.9       5,875    31.5  

Sale of goods(2)

     1,511    8.8       1,889    10.6       2,324    12.5  

Others:

                                       

Data communication service(3)

     1,360    7.9       1,284    7.2       1,271    6.8  

Miscellaneous(4)

     712    4.2       854    4.6       1,100    5.9  
    

  

 

  

 

  

Sub-total

     2,072    12.1       2,138    11.8       2,371    12.7  
    

  

 

  

 

  

Total operating revenues

     17,192    100.0       17,825    100.0       18,660    100.0 %
    

  

 

  

 

  

Operating expenses:

                                       

Salaries and related costs

     3,046    17.7       2,993    16.8       3,133    16.8  

Depreciation and amortization

     3,557    20.7       3,557    20.0       3,602    19.3  

Other operating and maintenance(5)

     8,178    47.6       8,892    49.9       10,180    54.6  
    

  

 

  

 

  

Total operating expenses

     14,781    86.0       15,442    86.7       16,915    90.7 %
    

  

 

  

 

  

Operating income

   (Won) 2,411    14.0 %   (Won) 2,383    13.3 %   (Won) 1,745    9.3 %

(1) Includes revenues from Kornet Internet connection service and services provided by our Internet data centers and Bizmeka.
(2) Includes mobile handset sales.
(3) Includes revenues from satellite service.
(4) Includes revenues from information technology and network services and KTH.
(5) For a breakdown of other operating and maintenance expenses, see “—Item 5.A. Operating Results—Other Operating and Maintenance Expenses.”

 

We have two reportable operating segments—a wireline communications segment and a mobile services segment. Wireline communications include all services provided to fixed line customers, including Internet access services, data communication services, leased line services and telephone services. Mobile services include both PCS service and IMT-2000 service. All financial information included in the wireline communications segment discussion is based on non-consolidated financial statements of KT Corporation prior to elimination of intercompany transactions. All financial information included in the mobile service segment discussion is based on non-consolidated financial statements of KTF prior to elimination of intercompany transactions. The operations of all other entities which fall below the reporting thresholds are included in the “Miscellaneous” segment, and include entities providing, among others, submarine cable construction and group telephone management.

 

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

 

   

developing and implementing IMT-2000 services;

 

   

changes in the rate structure for local, domestic long-distance and international long-distance telephone services;

 

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fines imposed by the Korea Fair Trade Commission;

 

   

developing and launching WiBro service; and

 

   

deployment of FTTH.

 

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

 

Developing and Implementing IMT-2000 Services

 

We acquired the right to purchase one of three licenses to provide IMT-2000 services on December 15, 2000, as a member of a consortium of companies including KT Corporation and KTF. In March 2001, KT ICOM, a company created by the consortium, paid half of the Won 1.3 trillion license fee payable to the Korea Communications Commission. KTF, which subsequently merged with KT ICOM, paid Won 90 billion in 2007 and is obligated to pay the remaining Won 560 billion as follows: Won 110 billion in 2008, Won 130 billion in 2009, Won 150 billion in 2010 and Won 170 billion in 2011. This payable accrues interest at the applicable three-year Government bond interest rate minus 0.75%. The accrued interest is paid on an annual basis to the Korea Communications Commission.

 

IMT-2000 presents risks and challenges to our business, any or all of which if realized or not addressed may have a material adverse effect on our financial condition and results of operations. We expect KTF to leverage its existing mobile network and 2.5-generation technology to minimize its capital expenditures and other costs related to developing HSDPA-based IMT-2000 services. However, we believe KTF will still require substantial amounts of capital expenditures to maintain and enhance its HSDPA-based IMT-2000 network. KTF expanded its coverage area of HSDPA-based IMT-2000 services to 84 cities in December 2006 and began offering nationwide services in March 2007 under the brandname “SHOW.”

 

Changes in the Rate Structure for Our Services

 

Periodically, we change our rate structure for our services. In order to mitigate the impact from lower usage charges of local and domestic long-distance calls, we have increased our basic monthly charges and began offering optional flat rate plans for our fixed-line subscribers. Such adjustments in the rate structure have had a positive effect on our financial condition by increasing the portion of fixed income and stabilizing our cash flow. In addition, because the growing use of mobile telecommunications services has decreased the usage of our fixed-line telephone services, we believe we are able to maximize our revenues from fixed-line telephone services by adjusting the rate structure so as to increase our basic monthly charges. Starting in the second half of 2007, we also began bundling our services, such as our Megapass broadband Internet access service with WiBro and Mega TV services, at a discount in order to attract additional subscribers to our new services. For a discussion of adjustments in our rate structure, see “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates—Telephone Services.”

 

Fines for Unfair Collaborative Practices Imposed by the Korea Fair Trade Commission

 

In July 2004, the Korea Fair Trade Commission began an antitrust investigation into alleged unfair collaborative practices of us, Hanarotelecom, LG DACOM and Onse in local, domestic long-distance and international long-distance telephone service markets, as well as in broadband Internet access and Internet leased line service markets. On May 25, 2005, the Korea Fair Trade Commission imposed a fine of Won 116 billion on us, claiming that we engaged in unfair collaborative practices in local telephone and Internet leased line service markets. On September 14, 2005, the Korea Fair Trade Commission imposed an additional fine of Won 24 billion on us for our alleged unfair collaborative practices in domestic and international long-distance telephone service markets. We filed for judicial review of administrative actions related to local, domestic long-distance and international long-distance telephone service markets, and the Seoul High Court rendered its decision on

 

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August 22, 2007 in which it overturned the Korea Fair Trade Commission’s order to pay Won 113 billion in fines on the basis that the Korea Fair Trade Commission’s calculation of fines did not consider (i) the correct period of our engagement in unfair collaborative practices, (ii) the extent of benefits obtained by us from engaging in such practices and (iii) the fact that we were following administrative guidelines issued by the Ministry of Information and Communication. Both the Korea Fair Trade Commission and we have appealed the Seoul High Court’s decision to the Supreme Court of Korea, and the case is currently pending. In response to the initial ruling by the Korea Fair Trade Commission, we recorded Won 140 billion as taxes and dues under operating expenses in 2005 and paid such amount in 2006. We cannot provide any assurance that the ultimate outcome of the lawsuit or related future actions will be favorable to us or that they will not have a material adverse effect on our financial condition or results of operations. See “Item 8. Financial Information—Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.”

 

Developing and Launching WiBro Service

 

In March 2005, we acquired a license to provide wireless broadband Internet access service for Won 126 billion. We conducted trial service of WiBro service in parts of Seoul and Gyunggi Province starting in April 2006 and commercially launched our service in these areas in June 2006. We expanded the service to all of metropolitan Seoul and select universities in Gyunggi Province in April 2007, and we plan to expand the service to the neighboring cities of Seoul by October 2008. We believe that substantial additional amounts of capital expenditures and research and development will be required to complete buildout of our WiBro service network. We spent approximately Won 111 billion in capital expenditures in 2007 and plan to spend approximately Won 120 billion in capital expenditures in 2008 to expand our WiBro service network, which we may adjust subject to market demand.

 

Upgrading of Broadband Network to FTTH

 

FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced products and services that require high bandwidth, such as IP-TV service and delivery of other digital media content. We are currently upgrading our broadband network to enable FTTH connection, which enhances downstream speed up to 100 Mbps and connection quality. We are planning to spend approximately Won 1.2 trillion in capital expenditures by 2010 to upgrade our broadband network to FTTH, which we may adjust after periodic assessments.

 

Critical Accounting Policies

 

The following discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with Korean GAAP. Korean GAAP varies in certain significant respects from accounting principles generally accepted in the United States of America. We have summarized these differences and their effect on our stockholders’ equity as of December 31, 2006 and 2007 and the results of our operations for each of the years in the three-year period ended December 31, 2007, in Note 36 to the Consolidated Financial Statements.

 

The preparation of financial statements in conformity with Korean GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the years reported. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates under different assumptions and conditions.

 

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The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our business activities. To aid in that understanding, our management has identified “critical accounting estimates.” These estimates have the potential to have a more significant impact on our financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events which are continuous in nature.

 

These critical accounting estimates include:

 

   

allowances for doubtful accounts;

 

   

useful lives of property, plant and equipment;

 

   

impairment of long-lived assets, including the IMT-2000 frequency usage right;

 

   

impairment of investment securities; and

 

   

income taxes

 

Allowances for doubtful accounts

 

Allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing notes and accounts receivable. We determine the allowance for doubtful notes and accounts receivable based on an analysis of portfolio quality and historical write-off experience. Account balances are charged off against the allowance when all means of collection have been exhausted and the potential for recovery is considered remote. Our past experience shows that the possibility of collection is remote after three years of collection effort.

 

Changes in the allowances for doubtful accounts for each of the years in the three-year period ended December 31, 2007 are summarized as follows:

 

     Year Ended December 31,

 
     2005

    2006

    2007

 
     (In millions of Won)  

Balance at beginning of year

   (Won) 702,635     (Won) 613,873     (Won) 563,164  

Provision

     120,048       111,285       71,502  

Write-offs

     (208,810 )     (161,994 )     (146,937 )
    


 


 


Balance at end of year

   (Won) 613,873     (Won) 563,164     (Won) 487,729  
    


 


 


 

If economic or specific industry trends change, we would adjust our allowances for doubtful accounts by recording additional expense or benefit. Our study shows that a 5.0% decrease or increase in the historical write-off experience would increase or decrease the provision for doubtful accounts by approximately Won 41 billion as of December 31, 2007.

 

Useful lives of property, plant and equipment

 

Property, plant and equipment are depreciated based on the useful lives disclosed in Note 2(h) to the Consolidated Financial Statements. Generally, the useful lives are estimated at the time the asset is acquired and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. In certain cases and as permitted under Korean GAAP, those useful lives used for accounting purpose are different from the estimated economic lives of the related asset. In addition, the estimated lives of certain other assets, including underground access to cable tunnels, and concrete and steel telephone poles are based on rates established by a ruling by the Korean National Tax Service (which is also applicable under Korean GAAP). If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation expense in future periods. For example, effective January 1, 2005, we reduced the useful

 

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life of modems from six years to three years as a result of rapid technology development. Such adjustment increased our depreciation expense by approximately Won 59 billion in 2005, Won 57 billion in 2006 and Won 35 billion in 2007, as compared to amount which would have been reported using the previous useful life. A decrease of remaining estimated useful life by one year of our property, plant and equipment would result in an increase of depreciation expense of approximately Won 239 billion in 2007.

 

Impairment of long-lived assets including the IMT-2000 frequency usage right

 

Long-lived assets generally consist of property, plant and equipment and intangible assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, we evaluate our long-lived assets for impairment each year as part of our annual forecasting process. An impairment loss would be considered when estimated undiscounted future net cash flow expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

Our intangible assets include the IMT-2000 frequency usage right, which has a contractual life of 13 years and is amortized from the date commercial service is initiated through the end of its contractual life, which is November 2016. We started to amortize this frequency usage right in December 2003. Because IMT-2000 presents risks and challenges to our business, any or all of which, if realized or not properly addressed, may have a material adverse effect on our financial condition and results of operations, we review the IMT-2000 frequency usage right for impairment on an annual basis. In connection with our review, we utilize the estimated long-term revenue and cash flow forecasts developed as part of our planning process. The results of our review using the testing method described above did not indicate any need to impair the IMT-2000 frequency usage right in 2007. The use of different assumptions within our cash flow model could result in different amounts for the IMT-2000 frequency usage right.

 

Impairment of investment securities

 

For investments in companies, whether or not publicly held, that are not controlled, but under our significant influence, we utilize the equity method of accounting. Under the equity method of accounting, our initial investment is recorded at cost and is subsequently increased to reflect our share of the investee income and reduced to reflect our share of the investee losses or dividends received. Any excess in our acquisition cost over our share of the investee’s identifiable net assets is generally recorded as investor-level goodwill or other intangibles and amortized by the straight-line method over the estimated useful life. The amortization of investor-level goodwill or other intangibles is recorded against the equity income (losses) of affiliates.

 

Under U.S. GAAP, when events or circumstances indicate that the carrying amount of an equity method investment may not be recoverable, we review the investment for other-than-temporary impairment. As part of this review, the investee’s operating results, net asset value and future performance forecasts as well as general market conditions are taken into consideration. If we believe, based on this review, that the market value of our investment may realistically be expected to recover, the loss will continue to be classified as temporary. If economic or specific industry trends worsen beyond our estimates, valuation losses previously determined to be recoverable may need to be charged as a valuation loss in equity income (losses) of affiliates.

 

Significant management judgment is involved in the evaluation of declines in value of individual investments. The estimates and assumptions used by management to evaluate declines in value can be impacted by many factors, such as the financial condition, earnings capacity and near-term prospects of the company in which we have invested and, for publicly-traded securities, the length of time and the extent to which fair value has been less than cost. The evaluation of these investments is also subject to the overall condition of the economy and its impact on the capital markets.

 

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Income Taxes

 

We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial statements or tax returns. This process requires management to make assessments regarding the timing and probability of the tax impact. Actual income taxes could vary from these estimates due to future changes in income tax law or unpredicted results from the final determination of each year’s liability by taxing authorities.

 

We believe that the accounting estimate related to establishing tax valuation allowances is a “critical accounting estimate” because: (1) it requires management to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities, and (2) the impact that changes in actual performance versus these estimates could have on the realization of tax benefits as reported in our results of operations could be material. Management’s assumptions require significant judgment because actual performance has fluctuated in the past and may continue to do so.

 

Under Korean GAAP, recognition of deferred tax benefit from equity in losses of affiliates requires realization of the benefit within the near future, which is construed to mean five years. We do not believe it is probable to realize such benefit from KT Corporation’s investor-level goodwill amortization expenses within five years. Accordingly, we wrote off the related deferred income tax assets in the amount of Won 57 billion in 2005, Won 26 billion in 2006 and Won 38 billion in 2007 by taking charge to deferred income tax expense.

 

Under U.S. GAAP, deferred tax assets are recognized for the excess of the tax basis over the amount for financial reporting of domestic and foreign investments accounted for on the equity method (except for corporate joint ventures). We purchased additional shares of KTF in 2006, which became a consolidated subsidiary under U.S. GAAP as of August 20, 2006. We had recognized deferred tax assets amounting to Won 417 billion as of August 20, 2006 relating to the basis difference for our investment in KTF while being accounted for under the equity method. As a result of consolidation of KTF, the deferred tax assets can no longer be recorded since it is not apparent that the temporary difference will reverse in the foreseeable future. We eliminated the deferred tax assets with the corresponding charge applied to an increase of goodwill as part of purchase accounting and the initial consolidation of KTF under U.S. GAAP.

 

Adoption of New Accounting Standards and Reclassification of Financial Statements

 

Through December 31, 2007, the Korea Accounting Standards Board has issued Statements of Korea Accounting Standards (“SKAS”) No. 1 through No. 25. Among these statements, SKAS No. 1 through No. 10 and SKAS No. 12 through No. 20 are required to be applied in the prior periods. Although SKAS No. 11 and SKAS No. 21 through No. 25 are required to be applied starting in 2007, the accompanying consolidated financial statements as of December 31, 2006 and 2007 and for the years ended December 31, 2005, 2006 and 2007 have been reclassified in accordance with Statements of Korea Accounting Standards No. 16 and No. 21 for comparison purposes.

 

In addition, we have reclassified certain of our accounts effective January 1, 2007, and we have made the corresponding reclassification to our 2005 and 2006 consolidated financial statements. The effects of the adoption of new accounting standards and certain reclassifications on our 2005 and 2006 accounts are summarized as follows:

 

For the Year Ended December 31, 2005


   As previously
reported


    Adoption of
SKASs


    Reclassification

    As adjusted

 
     (In millions of Won)  

Operating revenue

   17,155,694     (239 )   36,390     17,191,845  

Operating expenses

   (14,725,083 )   570     (56,237 )   (14,780,750 )
    

 

 

 

Operating income

   2,430,611     331     (19,847 )   2,411,095  

Non-operating revenue

   530,939     (4,016 )   (36,390 )   490,533  

Non-operating expense

   (1,214,234 )   20,768     56,237     (1,137,229 )
    

 

 

 

 

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For the Year Ended December 31, 2005


   As
previously
reported


    Adoption of
SKASs


    Reclassification

    As adjusted

 
     (In millions of Won)  

Income from continuing operations before income tax expense

   1,747,316     17,083     —       1,764,399  

Income tax expense on continuing operations

   (387,280 )   (12,109 )   —       (399,389 )
    

 

 

 

Income from continuing operations

   1,360,036     4,974     —       1,365,010  

Loss from discontinuing operations

   —       (4,974 )   —       (4,974 )
    

 

 

 

Net income

   1,360,036     —       —       1,360,036  
    

 

 

 

Cash flows from operating activities

   5,985,903     —       (121,084 )   5,864,819  

Cash flows from investing activities

   (2,522,964 )   —       (3,056 )   (2,526,020 )

Cash flows from financing activities

   (3,725,275 )   —       124,140     (3,601,135 )

Effect of changes in consolidated entities

   53,050     —       —       53,050  
    

 

 

 

Net decrease in cash and cash equivalents

   (209,286 )   —       —       (209,286 )
    

 

 

 

 

As of or For the Year Ended December 31, 2006


   As previously
reported


    Adoption of
SKASs


    Reclassification

    As adjusted

 
     (In million of Won)  

Current assets

   5,980,390     1,030     —       5,981,420  

Non-current assets

   18,241,646     20,268     —       18,261,914  
    

 

 

 

Total assets

   24,222,036     21,298     —       24,243,334  
    

 

 

 

Current liabilities

   5,422,088     1,027     —       5,423,115  

Non-current liabilities

   8,102,644     20,271     —       8,122,915  
    

 

 

 

Total liabilities

   13,524,732     21,298     —       13,546,030  
    

 

 

 

Common stock

   1,560,998     —       —       1,560,998  

Capital surplus

   1,289,803     —       2,672     1,292,475  

Capital adjustments

   (3,820,817 )   5,772     (2,672 )   (3,817,717 )

Accumulated other comprehensive income

   —       (5,772 )   —       (5,772 )

Retained earnings

   9,400,068     —       —       9,400,068  

Minority interest

   2,267,252     —       —       2,267,252  
    

 

 

 

Total equity

   10,697,304     —       —       10,697,304  
    

 

 

 

Total liabilities and equity

   24,222,036     21,298     —       24,243,334  
    

 

 

 

Operating revenue

   17,756,156     —       68,724     17,824,880  

Operating expenses

   (15,376,920 )   265     (64,849 )   (15,441,504 )
    

 

 

 

Operating income

   2,379,236     265     3,875     2,383,376  

Non-operating revenue

   654,235     (20,346 )   (68,724 )   565,165  

Non-operating expense

   (1,033,708 )   6,164     64,849     (962,695 )
    

 

 

 

Income from continuing operations before income tax expense

   1,999,763     (13,917 )   —       1,985,846  

Income tax expense on continuing operations

   (490,046 )   13,921     —       (476,125 )
    

 

 

 

Income from continuing operations

   1,509,717     4     —       1,509,721  

Loss from discontinuing operations

   —       (4 )   —       (4 )
    

 

 

 

Net income

   1,509,717     —       —       1,509,717  
    

 

 

 

Cash flows from operating activities

   5,764,199     —       (50,623 )   5,713,576  

Cash flows from investing activities

   (3,061,868 )   —       953     (3,060,915 )

Cash flows from financing activities

   (2,416,834 )   —       49,670     (2,367,164 )

Effect of changes in consolidated entities

   (3,571 )   —       —       (3,571 )
    

 

 

 

Net increase in cash and cash equivalents

   281,926     —       —       281,926  
    

 

 

 

 

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Operating Results

 

We have adopted new accounting standards and reclassified certain of our accounts effective January 1, 2007, and we have made the corresponding reclassification to our 2005 and 2006 consolidated financial statements. Our discussion of operating results is prepared using the reclassified consolidated financial statements. See “—Adoption of New Accounting Standards and Reclassification of Financial Statements” for the effects of the adoption of new accounting standards and certain reclassifications of our 2005 and 2006 accounts.

 

Telephone Service Revenues

 

Local Service Revenues. Local service revenues include basic monthly charges and monthly usage charges from local telephone service and revenues from other value-added services, including local telephone directory assistance, call waiting and caller identification services. In addition, we charge interconnection fees to fixed-line competitors and mobile service providers whenever fixed-line competitors and mobile service providers use our local network in providing their services. Basic monthly charges vary depending on the location of the customer and the telephone installation charge system selected by the customer, and monthly usage charges are based on the number of call pulses. Service revenues from local service vary principally depending on the number of lines in service, the number of new lines placed in service, rates and the volume of calls. All lines in service are subject to measured service under which call pulses are a function of the number of calls made, each call’s duration and the time of day at which each call is made. Revenues from local calls placed from public telephones are also included in local service revenues.

 

In 2006, we had local service revenues of Won 2,909 billion, representing a decrease of 0.6% compared to 2005 local service revenues of Won 2,926 billion. The decrease in local service revenues in 2006 was due principally to a 12.8% decrease in the number of local call pulses in 2006 compared to 2005 attributable to the increase in usage of mobile telephone services and the Internet. Effects from such decrease were partially offset by an increase in revenues from interconnection fees, as well as an increase in revenues from value-added services such as local telephone directory assistance.

 

In 2007, we had local service revenues of Won 2,856 billion, representing a decrease of 1.8% compared to 2006 local service revenues of Won 2,909 billion. The decrease in local service revenues in 2007 was due principally to a 9.3% decrease in the number of local call pulses in 2007 compared to 2006, which was attributable to the continuing substitution effect from increase in usage of mobile telephone services and the Internet.

 

Non-refundable Service Installation Fee. We implemented a new telephone installation charge system in April 2001, pursuant to which new customers who did not previously subscribe to our local service must pay a Won 60,000 non-refundable installation fee. We also recognize such non-refundable installation fee as revenue. See “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates—Telephone Services—Local Telephone Service.” We recognized as revenue Won 70 billion in non-refundable service installation fees in 2005, Won 46 billion in 2006 and Won 43 billion in 2007.

 

Domestic Long-distance Revenues. Service revenues from domestic long-distance service depend on rates, the number of call minutes, and the distance and the time of day each call is made. In addition, we charge interconnection fees to fixed-line competitors, mobile service providers and voice resellers whenever they use our domestic long-distance network in providing their services. Domestic long-distance revenues include revenues from domestic long-distance calls placed from public telephones. Revenues from domestic long-distance service have decreased in recent years and are accounting for a smaller portion of our consolidated operating revenues.

 

In 2006, we had domestic long-distance revenues of Won 711 billion, representing a decrease of 7.7% from 2005 domestic long-distance revenues of Won 770 billion. The decrease in domestic long-distance revenues in

 

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2006 was due principally to the substitution effect from increase in usage of mobile telephone services and the Internet. The number of domestic call minutes in 2006 compared to 2005 increased primarily as a result of our implementation of the optional flat rate plan in September 2006.

 

In 2007, we had domestic long-distance revenues of Won 673 billion, representing a decrease of 5.3% from 2006 domestic long-distance revenues of Won 711 billion. The decrease in domestic long-distance revenues in 2007 was due principally to a decrease in the number of domestic long-distance call minutes in 2007 compared to 2006 primarily due to continuing substitution effect from increase in usage of mobile telephone services and the Internet.

 

International Long-distance Revenues. Service revenues from international long-distance service consist of:

 

   

amounts we bill to our customers for outgoing calls made to foreign countries (including customers who make calls to Korea from foreign countries under our home country direct-dial service);

 

   

amounts we bill to foreign telecommunications carriers and administrations for connection to the Korean telephone network in respect of incoming calls (including calls placed in Korea by customers of the foreign carriers for home country direct-dial service);

 

   

amounts we charge to fixed-line competitors, mobile service providers and voice resellers as interconnection fees for using our international network in providing their services; and

 

   

other revenues, including revenues from international calls placed from public telephones and international leased lines.

 

Outgoing calls made by customers in Korea (and by customers from foreign countries under our home country direct-dial service) are billed in accordance with our rate schedule for the country called, under which rates vary depending on the time of day when a call is placed. Incoming calls are billed by us to the relevant foreign carrier or administration at the applicable settlement rate specified under the relevant agreement with the foreign entity. International long-distance calls to and from the United States, Japan and China in the aggregate accounted for approximately 46.4% of our total international long-distance call minutes in 2007. See “Item 4. Information on the Company—Item 4.B. Business Overview—Our Services—Telephone Services—Fixed-line Telephone Services.”

 

In 2006, we had international long-distance revenues of Won 386 billion, representing a decrease of 5.6% compared to 2005 international long-distance revenues of Won 409 billion. Our international long-distance revenues decreased in 2006 primarily due to a 10.4% decrease in the number of international long-distance call minutes in 2006 compared to 2005 resulting from continued increase in usage of mobile phone service and the Internet to make international long distance calls. Effects from such decrease were partially offset by an increase in revenues from our Internet phone service.

 

In 2007, we had international long-distance revenues of Won 432 billion, representing an increase of 11.9% compared to 2006 international long-distance revenues of Won 386 billion. Our international long-distance revenues increased in 2007 primarily due to an increase in the number of international long-distance call minutes in 2007 compared to 2006 resulting from an increase in traffic from specific service providers utilizing our international long-distance network.

 

Land-to-mobile Interconnection Revenues. When a landline user initiates a call to a mobile subscriber, we record the entire amount of the usage charges for these calls in land-to-mobile interconnection revenues and pay an interconnection charge to the relevant mobile service provider. See “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates—Telephone Services—Interconnection.”

 

In 2006, we had land-to-mobile interconnection revenues of Won 1,765 billion, representing an increase of 2.9% from 2005 interconnection revenues of Won 1,715 billion, primarily due to increased volume of calls between landline users to mobile subscribers.

 

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In 2007, we had land-to-mobile interconnection revenues of Won 1,588 billion, representing a decrease of 10.0% from 2006 interconnection revenues of Won 1,765 billion, primarily due to increased volume of calls between mobile subscribers, which in turn reduced volume of calls between landline users to mobile subscribers.

 

Internet Service Revenues

 

Broadband Internet access service accounted for 12.8% of our operating revenues in 2005, 12.1% in 2006 and 11.1% in 2007. Miscellaneous Internet-related services include broadband Internet connection service to institutional customers under the “Kornet” brand name and services provided by our Internet data centers and bizmeka.com.

 

Broadband Internet Access Service Revenues. Broadband Internet access service revenues include basic monthly charges for fixed-line broadband service and wireless LAN service, as well as applicable one-time installation fees. We do not charge usage fees to our subscribers of broadband Internet access service.

 

Broadband Internet access service revenues decreased by 2.5% to Won 2,149 billion in 2006 compared to Won 2,204 billion in 2005, primarily due to special discounts and waivers on modem rental fees offered to long-term subscribers in 2006, which more than offset the impact from an increase in the number of subscribers.

 

Broadband Internet access service revenues decreased by 3.5% to Won 2,074 billion in 2007 from Won 2,149 billion in 2006 primarily due to special discounts provided to long-term subscribers in 2007, which was offset in part by an increase in the number of subscribers.

 

Miscellaneous Internet-related Service Revenues. Miscellaneous Internet-related service revenues increased by 14.2% to Won 322 billion in 2006 from Won 282 billion in 2005 primarily due to an increase in revenues related to our Internet data centers and Bizmeka service. Miscellaneous Internet-related service revenues increased by 31.7% to Won 424 billion in 2007 from Won 322 billion in 2006, primarily due to an increase in revenues related to our Internet data centers and Bizmeka service.

 

Mobile Revenues

 

Our revenues from mobile service are generated through our consolidated subsidiary KTF and our mobile resale service. We derive revenues principally from:

 

   

initial subscription fees;

 

   

monthly access fees;

 

   

usage charges for outgoing calls;

 

   

usage charges for wireless data transmission; and

 

   

value-added monthly service fees.

 

Mobile service revenues increased by 5.3% to Won 5,510 billion in 2006 from Won 5,233 billion in 2005, primarily due to a 5.0% increase in the number of subscribers, including resale subscribers of KT Corporation, to 12.9 million subscribers as of December 31, 2006 compared to 12.3 million subscribers as of December 31, 2005. The average monthly revenue per subscriber of KTF decreased to Won 38,768 in 2006 from Won 40,570 in 2005.

 

Mobile service revenues increased by 6.6% to Won 5,875 billion in 2007 from Won 5,510 billion in 2006, primarily due to a 6.2% increase in the number of subscribers, including resale subscribers of KT Corporation, to 13.7 million as of December 31, 2007 compared to 12.9 million as of December 31, 2006. The average monthly revenue per subscriber of KTF increased to Won 39,852 in 2007 from Won 38,768 in 2006.

 

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Sale of Goods

 

Our revenues from sale of goods are generated through sale of mobile handsets through our consolidated subsidiary KTF and our mobile resale service and sale of specially designed handsets.

 

Revenues from sale of goods increased by 25.0% to Won 1,889 billion in 2006 from Won 1,511 billion in 2005, primarily due to an increase in the number of new handsets sold due to issuances of handset subsidies starting on March 27, 2006.

 

Revenues from sale of goods increased by 23.0% to Won 2,324 billion in 2007 from Won 1,889 billion in 2006. Revenues from sale of goods increased in 2007 due primarily to an increase in the number of HSDPA-based IMT-2000 service compatible handsets.

 

Other Revenues

 

Other revenues consist primarily of revenues from data communications service, satellite service, and miscellaneous services such as information technology and network services and services provided by KTH.

 

Revenues from data communications service include basic monthly charges of leased lines based on their distance, the capacity of the line and the type of line provided, and applicable one-time installation fees, as well as revenues from our satellite service. Data communications service revenues decreased by 5.6% in 2006 to Won 1,284 billion from Won 1,360 billion in 2005 primarily as a result of increased competition among leased line service providers. Data communications service revenues further decreased by 1.0% in 2007 to Won 1,271 billion from Won 1,284 billion in 2006 due to such increased competition.

 

Revenues from miscellaneous services increased by 19.9% to Won 854 billion in 2006 from Won 712 billion in 2005 and increased further by 28.8% to Won 1,100 billion in 2007, primarily due to an increase in revenues from information technology and network services and services provided by KTH.

 

Salaries and Related Costs

 

The principal components of salaries and related costs are salaries and wages, provisions for retirement and severance benefits and employee benefits. Employee benefits include meal subsidies and commuting subsidies. The retirement and severance benefit is a lump-sum amount paid to employees who have been employed by us for more than one year when they leave.

 

In 2006, salaries and related costs were Won 2,993 billion, representing a 1.7% decrease from Won 3,046 billion in 2005, primarily as a result of a decrease in employee benefits expense and provision for retirement and severance benefits, partially offset by an increase in salaries and wages. We recorded a payment of one-time bonuses of Won 91 billion and contribution of approximately 2.3 million treasury shares to our employee stock ownership association in August 2005 and recorded Won 92 billion as employee benefits expense, compared to no such expenses in 2006.

 

In 2007, salaries and related costs were Won 3,133 billion, representing a 4.7% increase from Won 2,993 billion in 2006, primarily due to an increase in provisions for severance indemnities resulting from an increase in the average salary rate compared to the prior year.

 

Wireline Communications. In 2006, salaries and related costs decreased by 1.0% to Won 2,585 billion from Won 2,612 billion in 2005, primarily as a result of a decrease in employee benefits expense and provision for retirement and severance benefits, partially offset by an increase in salaries and wages. In 2007, salaries and related costs increased by 3.4% to Won 2,672 billion from Won 2,585 billion in 2006, primarily as a result of an increase in provisions for severance indemnities.

 

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Mobile Service. In 2006, salaries and related costs amounted to Won 216 billion, which represented no change from 2005. The number of employees at KTF increased by 0.5% to 2,505 as of December 31, 2006 compared to 2,492 as of December 31, 2005. In 2007, salaries and related costs increased by 6.4% to Won 230 billion from Won 216 billion in 2006, primarily as a result of an increase in the number of employees to 2,586 as of December 31, 2007 compared to 2,505 as of December 31, 2006.

 

Depreciation and Amortization

 

Depreciation and amortization expense amounted to Won 3,557 billion in 2006, which represented no change from 2005. In 2007, depreciation and amortization expense increased by 1.3% to Won 3,602 billion from Won 3,557 billion in 2006.

 

Wireline Communications. In 2006, depreciation and amortization expense decreased by 2.4% to Won 2,121 billion from Won 2,174 billion in 2005 due primarily to a decrease in capital expenditures on property and equipment in recent years as a result of a more efficient utilization of our facilities. Such effects more than offset an increase in our depreciation expenses in 2006 arising from a change in accounting estimate. In 2007, depreciation and amortization expense increased by 0.7% to Won 2,135 billion from Won 2,121 billion in 2006 due primarily to an expansion of its network facilities.

 

Mobile Service. In 2006, depreciation and amortization expense decreased by 0.3% to Won 1,135 billion from Won 1,138 billion in 2005. In 2007, depreciation and amortization expense increased by 0.7 % to Won 1,142 billion from Won 1,135 billion in 2006.

 

Other Operating and Maintenance Expenses

 

The largest components of other operating and maintenance expenses are commissions and cost of services, cost of mobile handsets, interconnection payments and repairs and maintenance costs. The following table shows other operating and maintenance expenses broken down by major components and the percentage changes in these expenses for each of the years in the three-year period ended December 31, 2007.

 

     Year Ended December 31,

   Percentage Changes

 
     2005

   2006

   2007

   2005 vs 2006

    2006 vs 2007

 
     (In billions of Won)  

Commissions, cost of services and settlement payments

   (Won) 2,692    (Won) 3,200    (Won) 4,043    18.9 %   26.3 %

Cost of goods sold

     1,461      1,682      1,912    15.1     13.7  

Interconnection charge

     1,061      1,178      1,200    11.0     1.9  

Repairs and maintenance

     615      705      611    14.6     (13.3 )

Miscellaneous expenses

     2,349      2,127      2,414    9.5     13.5  
    

  

  

  

 

Total

   (Won) 8,178    (Won) 8,892    (Won) 10,180    8.7 %   14.5 %
    

  

  

  

 

 

Commissions, cost of services and settlement payments consist principally of commissions related to mobile handset sales, information technology and network services and production of prepaid phone cards and payments to foreign carriers and administrations for provision of international long-distance service pursuant to service agreements. In 2006, our commissions, cost of services and settlement payments increased by 18.9% to Won 3,200 billion from Won 2,692 billion in 2005, primarily due to a 31.4% increase in commissions to mobile sales agents to Won 1,348 billion resulting from an increase in competition among mobile service providers and a 24.0% increase in commission for information technology and network services and other miscellaneous services to Won 606 billion primarily due to an increase in outsourcing such services to third-party service providers. In 2007, our commissions, cost of services and settlement payments increased by 26.3% to Won 4,043 billion from Won 3,200 billion in 2006, primarily due to a 41.1% increase in commissions to mobile sales agents to Won 1,902 billion resulting primarily from an increase in sales volume of HSDPA-compatible handsets and a

 

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28.1% increase in commission for information technology and network services and other miscellaneous services to Won 777 billion primarily due to continuing reliance on third-party outsourcing of such services.

 

Our cost of goods sold consists primarily of mobile handsets sold through our consolidated subsidiary KTF and our mobile resale service. In 2006, cost of goods sold increased by 15.1% to Won 1,682 billion from Won 1,461 billion in 2005 primarily due to an increase in the number of new handsets sold due to issuances of handset subsidies starting on March 27, 2006. In 2007, cost of goods sold increased by 13.7% to Won 1,912 billion from Won 1,682 billion in 2006 primarily as a result of an increase in the number of HSDPA-compatible handsets sold.

 

We recognize as an expense the interconnection payments to mobile service providers for calls from landline users and mobile subscribers of KTF to mobile service subscribers. Our interconnection charges increased by 11.0% to Won 1,178 billion in 2006 from Won 1,061 billion in 2005 primarily due to an increase in the amount of call traffic to mobile subscribers, which more than offset a slight decrease in the interconnection charges we paid per minute to mobile service providers. In 2007, our interconnection charges increased by 1.9% to Won 1,200 billion from Won 1,178 billion in 2006 primarily due to continued increase in the amount of call traffic to mobile subscribers. For a discussion of the interconnection payment calculation methodology, see “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates—Telephone Services—Interconnection.”

 

In 2006, our repair and maintenance expenses increased by 14.6% to Won 705 billion from won 615 billion in 2005 primarily as a result of increase in repair and maintenance activities related to our broadband Internet service network. In 2007, our repair and maintenance expenses decreased by 13.3% to Won 611 billion from Won 705 billion in 2006 primarily due to a decrease in repair and maintenance activities related to our broadband Internet network.

 

Wireline Communications. The largest components of other operating and maintenance expenses are commissions and settlement payments, interconnection payments for landline to mobile calls and repair and maintenance expenses. Other operating and maintenance expenses decreased by 1.7% in 2006 to Won 5,394 billion from Won 5,488 billion in 2005. In 2007, other operating and maintenance expenses increased by 5.6% to Won 5,696 billion from Won 5,394 billion in 2006.

 

Mobile Service. The largest components of other operating and maintenance expenses are cost of goods sold, sales promotion and advertisement costs, interconnection payments and commissions (including commissions related to mobile handset sales). In 2006, other operating and maintenance expenses increased by 15.9% to Won 4,488 billion from Won 3,873 billion in 2005. In 2007, other operating and maintenance expenses increased by 22.1% to Won 5,481 billion from Won 4,488 billion in 2006 primarily due to an increase in cost of goods sold and marketing expenses related to the promotion of SHOW services.

 

Operating Income

 

Operating income decreased by 1.2% to Won 2,383 billion in 2006 from Won 2,411 billion in 2005, as the increase in operating expenses more than offset the increase in revenues described above. Accordingly, our operating margin decreased to 13.4% in 2006 from 14.0% in 2005. Operating income decreased by 26.8% in 2007 to Won 1,745 billion from Won 2,383 billion in 2006, as the increase in operating expenses more than offset the increase in revenues described above. Accordingly, our operating margin decreased to 9.4% in 2007 from 13.4% in 2006.

 

Wireline Communications. In 2006, operating income increased by 6.8% to Won 1,756 billion from Won 1,644 billion in 2005 as the decrease in operating expenses described above more than offset the decrease in operating revenues described above. Operating margin increased to 14.8% in 2006 from 13.8% in 2005. In 2007, operating income decreased by 18.3% to Won 1,434 billion from Won 1,756 billion in 2006 as the increase in operating expenses more than offset the increase in revenues described above. Operating margin decreased to 12.0% in 2007 from 14.8% in 2006.

 

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Mobile Service. In 2006, operating income decreased by 16.5% to Won 689 billion from Won 825 billion in 2005 as the increase in operating expenses described above more than offset the increase in operating revenues described above. Operating margin decreased to 10.6% in 2006 from 13.8% in 2005. In 2007, operating income decreased by 36.0% to Won 441 billion from Won 689 billion in 2006 as the increase in operating expenses more than offset the increase in revenues described above. Operating margin decreased to 6.0% in 2007 from 10.6% in 2006.

 

Income Taxes

 

In 2006, our income tax expense was Won 476 billion and our effective tax rate was 24.0%, compared to our income tax expense of Won 399 billion and our effective tax rate of 22.6% in 2005. We recognized investment tax credit of Won 161 billion in 2006. In 2007, our income tax expense was Won 357 billion and our effective tax rate was 24.6%, and we recognized investment tax credit of Won 114 billion.

 

We had net deferred income tax assets of Won 349 billion as of December 31, 2007.

 

Wireline Communications. Income tax expense decreased by 0.9% to Won 341 billion in 2006 from Won 344 billion in 2005, primarily due to a tax refund for prior periods deducted from income tax expenses in 2006, which more than offset the effect from an increase in earnings before income taxes to Won 1,574 billion in 2006 from Won 1,376 billion in 2005. In 2007, income tax expense decreased by 14.1% to Won 293 billion from Won 341 billion in 2006, primarily due to a decrease in earnings before income tax to Won 1,250 billion from Won 1,574 billion in 2006.

 

Mobile Services. Income tax expense increased by 88.7% to Won 117 billion in 2006 from Won 62 billion in 2005, primarily due to a higher effective tax rate resulting from an increase in fines from the Korea Communications Commission and the Korea Fair Trade Commission that are not recognized as tax deductible expenses. In 2007, income tax expense decreased by 63.4% to Won 43 billion from Won 117 billion in 2006, primarily due to a decrease in earnings before income tax to Won 287 billion in 2007 from Won 529 billion in 2006.

 

Net Income

 

In 2006, our net income increased by 11.0% to Won 1,510 billion from Won 1,360 billion in 2005 primarily as a result of a decrease in interest expense, an increase in net foreign currency transaction and translation gains, a decrease in provision for other bad debt expense and a decrease in net loss on disposition of property, plant and equipment, which more than offset the impact of a 2.1% decrease in operating income discussed above as well as an increase in net loss on valuation and settlement of derivatives.

 

Our interest expense decreased by 18.6% to Won 499 billion in 2006 from Won 613 billion in 2005 primarily due to reduction of our long-term debt in 2006. Our long-term debt, excluding current portion, decreased to Won 6,097 billion as of December 31, 2006 compared to Won 7,360 billion as of December 31, 2005. We recorded a 114.5% increase in net gain on foreign exchange translation and transaction to Won 136 billion in 2006 from Won 63 billion in 2005 primarily resulting from the greater appreciation of the Won against the Dollar in 2006 compared to 2005. In terms of the noon buying rate, the Won appreciated against the Dollar from Won 1,010.0 to US$1.00 as of December 30, 2005 to Won 930.0 to US$1.00 as of December 29, 2006. We decreased our other bad debt expense by 73.2% to Won 19 billion in 2006 from Won 71 billion in 2005. A substantial portion of provision for other bad debt expense in 2005 was related to accounts receivable from Korea Digital Broadcasting. We did not record any such provision in 2006 due to improvement of Korea Digital Broadcasting’s financial conditions. We recorded a 31.6% decrease in net loss on disposition of property, plant and equipment to Won 99 billion in 2006 from Won 145 billion in 2005 primarily due to a decrease in disposal of property, plant and equipment that were considered obsolete or useless in 2006 compared to 2005. We recorded an 872.6% increase in net loss on valuation and settlement of derivatives to Won 95 billion in 2006 from Won 10 billion in 2005 primarily resulting from the greater appreciation of the Won against the Dollar in 2006 compared to 2005.

 

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In 2007, our net income decreased by 22.4% to Won 1,171 billion from Won 1,510 billion in 2006 primarily as a result of a 26.8% decrease in operating income discussed above, a net loss on foreign exchange translation and transaction in 2007 compared to a net gain in 2006 and a decrease in net gain on disposal of available-for-sale securities, the effects of which were offset in part by a net gain on valuation and settlement of derivatives in 2007 compared to a net loss in 2006, a gain from discontinuing operations in 2007 compared to no such gain in 2006, an increase in interest income and a decrease in interest expenses.

 

We recorded a net loss on foreign exchange translation and transaction of Won 13 billion in 2007 compared to a net gain of Won 136 billion in 2006 primarily as a result of the depreciation of the Korean Won against the Dollar in 2007 compared to appreciation in 2006. In terms of the noon buying rate, the Won depreciated against the Dollar from Won 930.0 to US$1.00 as of December 29, 2006 to Won 935.8 to US$1.00 as of December 31, 2007. Our net gain on disposal of available-for-sale securities decreased by 88.4% in 2007 to Won 9 billion from Won 78 billion in 2006 primarily as a result of a decrease in disposal of such securities in 2007 compared to 2006. We recorded a net gain on valuation and settlement of derivatives of Won 23 billion in 2007 compared to a net loss of Won 95 billion in 2006 primarily resulting from the depreciation of the Korean Won against the Dollar in 2007 compared to appreciation in 2006. We recorded a gain of Won 74 billion in 2007 as non-operating revenues from discontinuing operations of Korea Telecom Philippines Inc. and Korea Telecom Venture Fund No. 1, primarily due to reversal of cumulative loss from such operations. Our interest income increased by 39.2% in 2007 to Won 156 billion from Won 112 billion in 2006 primarily as a result of an increase in our interest-earning assets, as well as a general increase in market interest rates in Korea in 2007. Our interest expenses decreased by 6.6% in 2007 to Won 466 billion from Won 499 billion in 2006 primarily as a result of a decrease in our borrowing amounts.

 

Wireline Communications. In 2006, net income increased by 19.5% to Won 1,233 billion from Won 1,032 billion in 2005, and decreased by 22.4% in 2007 to Won 958 billion from Won 1,233 billion in 2006 primarily as a result of the reasons discussed above.

 

Mobile Service. In 2006, net income decreased by 24.7% to Won 412 billion from Won 547 billion in 2005 primarily as a result of a 16.4% decrease in operating income in 2006 discussed above. In 2007, net income decreased by 40.7% to Won 244 billion from Won 412 billion in 2006 primarily as a result of a 36.0% decrease in operating income in 2007 discussed above.

 

Inflation

 

We do not consider that inflation in Korea has had a material impact on our results of operations in recent years. Inflation in Korea was 2.7% in 2005, 2.2% in 2006 and 2.5% in 2007. See “Item 3. Key Information—Item 3.D. Risk Factors—Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic conditions in Korea deteriorate.”

 

Item 5.B. Liquidity and Capital Resources

 

The following table sets forth the summary of our cash flows determined in accordance with Korean GAAP for the periods indicated.

 

     For the Years Ended December 31,

 
     2005

    2006

    2007

 
     (In billions of Won)  

Net cash provided by operating activities

   (Won) 5,865     (Won) 5,714     (Won) 4,265  

Net cash used in investing activities

     (2,526 )     (3,061 )     (3,449 )

Net cash used in financing activities

     (3,601 )     (2,367 )     (1,368 )

Cash and cash equivalents at beginning of period

     1,756       1,547       1,829  

Cash and cash equivalents at end of period

     1,547       1,829       1,385  

Net increase (decrease) in cash and cash equivalents

     (209 )     282       (444 )

 

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Capital Requirements

 

Historically, uses of cash and cash equivalents consisted principally of purchases of property, plant and equipment and other assets and payments of long-term debt. In recent years, we have also used cash for acquisition of treasury shares and shares of our affiliates and payment of retirement and severance benefits for early retirement programs. From time to time, we may also require capital for investments involving acquisitions and strategic relationships.

 

Net cash used in investing activities was Won 2,526 billion in 2005, Won 3,061 billion in 2006 and Won 3,449 billion in 2007, including additions to property, plants and equipment of Won 2,871 billion in 2005, Won 3,518 billion in 2006 and Won 3,636 billion in 2007.

 

In our financing activities, we used cash of Won 4,903 billion in 2005, Won 1,284 billion in 2006 and 1,359 billion in 2007 for repayment of outstanding long-term debt. In November 2004, substantially all of the holders of convertible notes due 2007 elected to exercise their option to redeem the notes, and we repaid the principal amount of US$1.1 billion on January 4, 2005. On the same day, we also used US$500 million to repay the principal amount of bonds issued to Microsoft Corporation. In addition, we used Won 1,323 billion on May 25, 2005 to repay the outstanding principal of and accrued interest on convertible bonds issued to domestic investors in May 2002.

 

From time to time, we have also required capital needs for acquisition of treasury shares and shares of our affiliates and payment of retirement and severance benefits for early retirement programs. We spent Won 214 billion in 2006 and Won 196 billion in 2007 for acquisition of treasury shares. In addition, we spent Won 364 billion in 2006 to acquire additional equity interest in consolidated subsidiaries, including Won 358 billion to purchase 12,489,850 shares of KTF. In June 2008, our board of directors resolved to purchase an additional 1,666,700 treasury shares on the Korea Exchange by September 2008. We plan to retire the treasury shares upon completion of such share repurchase.

 

Payments of cash dividends amounted to Won 632 billion in 2005, Won 426 billion in 2006 and Won 473 billion in 2007.

 

We anticipate that capital expenditures, and, to a lesser extent, repayment of outstanding contractual obligations and commitments will represent the most significant use of funds for the next several years. We may also require capital for investments involving acquisitions and strategic relationships, as well as the purchase of additional treasury shares and shares of our affiliates.

 

We compete in the telecommunications sector in Korea, which is rapidly evolving. We also face increasing competition from new entrants to the market. We may need to incur additional capital expenditures to keep up with unexpected developments in rapidly evolving telecommunications technology. There can be no assurance that we will be able to secure funds on satisfactory terms from financial institutions or other sources that are sufficient for our unanticipated needs.

 

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 repair and maintenance. As of December 31, 2007, we had various contractual obligations and commitments which are more fully disclosed in the notes to our consolidated financial statements.

 

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The following table sets forth selected information regarding our contractual obligations to make future payments as of December 31, 2007:

 

     Payments Due by Period

Contractual Obligations(1)


   Total

   Less than
1 Year

   1-3
Years

   4-5
Years

   After 5
Years

     (In billions of Won)

Long-term debt obligations (including current portion of long-term debt)

   (Won) 7,024    (Won) 1,020    (Won) 2,352    (Won) 1,624    (Won) 2,028

Capital lease obligations

     25      12      13      —        —  

Operating lease obligations

     29      5      11      11      2

Severance payment obligations

     1,566      4      20      46      1,496

Long-term accounts payable—others

     560      110      280      170      —  
    

  

  

  

  

Total

   (Won) 9,204    (Won) 1,151    (Won) 2,676    (Won) 1,851    (Won) 3,526
    

  

  

  

  

Estimate of interest payment based on contractual interest rates effective as of December 31, 2007

   (Won) 1,592    (Won) 378    (Won) 573    (Won) 303    (Won) 338
    

  

  

  

  


(1) Contractual obligations represent contractual liabilities as of the consolidated balance sheet date excluding refundable deposits for telephone installation and accruals for customer call bonus points, which do not have definitive payment schedules.

 

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 debt financing. Our major sources of cash have been net cash provided by operating activities, including net income and expenses not involving cash payments such as depreciation and amortization, and proceeds of long-term debt. We expect that these sources will continue to be our principal sources of cash in the future. Net income was Won 1,360 billion in 2005, Won 1,510 billion in 2006 and Won 1,171 billion in 2007 due to the reasons discussed in Item 5.A. Operating Results, depreciation and amortization remained relatively stable at Won 3,639 billion in 2005, Won 3,618 billion in 2006 and Won 3,657 billion in 2007 primarily reflecting our capital investment activities during the past three years, and aggregate cash proceeds from long-term debt were Won 1,764 billion in 2005, Won 285 billion in 2006 and Won 878 billion in 2007. We periodically adjust our long-term debt financing depending on changes in our capital requirements.

 

We believe that we have sufficient working capital available to us for our current requirements and that we have a variety of alternatives available to us to satisfy our financial requirements to the extent that they are not met by funds generated by operations, including the issuance of debt securities and bank borrowings denominated in Won and various foreign currencies. For example, we updated our Medium Term Note program in June 2005 from US$1 billion to US$2 billion, of which US$700 million remained unused as of December 31, 2007. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and other financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings. Other factors which could materially affect our liquidity in the future include unanticipated increase in capital expenditures and decrease in cash provided by operations resulting from a significant decrease in demand for our services. We may also need to raise additional capital sooner than we expect in order to fund unanticipated investments and acquisitions.

 

Our total stockholders’ equity increased from Won 10,390 billion as of December 31, 2005 to Won 10,697 billion as of December 31, 2006 and Won 11,138 billion as of December 31, 2007, primarily as a result of net earnings.

 

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Liquidity

 

We had a working capital (current assets minus current liabilities) surplus of Won 1,309 billion as of December 31, 2005, Won 558 billion as of December 31, 2006 and Won 564 billion as of December 31, 2007. The following table sets forth the summary of our significant current assets for the periods indicated.

 

     As of December 31,

     2005

   2006

   2007

     (In billions of Won)

Cash and cash equivalents

   (Won) 1,547    (Won) 1,829    (Won) 1,385

Short-term investment assets

     1,030      671      460

Accounts receivable—trade

     2,456      2,543      2,657

Accounts receivable—other

     285      297      176

 

Our cash, cash equivalents and short-term investment assets maturing within one year totaled Won 2,577 billion as of December 31, 2005, Won 2,500 billion as of December 31, 2006 and Won 1,845 billion as of December 31, 2007. Under Korean GAAP, bank deposits and all highly liquid temporary cash instruments within maturities of three months are considered as cash equivalents. Short-term investment assets primarily consist of time and trust deposits with maturities between four to twelve months and short-term loans and current portion of securities such as beneficiary certificates and available-for-sale securities.

 

The following table sets forth the summary of our significant current liabilities for the periods indicated:

 

     As of December 31,

     2005

   2006

   2007

     (In billions of Won)

Accounts payable—trade

   (Won) 867    (Won) 773    (Won) 1,020

Short-term borrowings

     113      185      226

Current portion of long-term debt

     1,206      1,353      1,020

Accounts payable—other

     1,441      1,708      1,442

Accrued expenses

     458      422      484

 

As of December 31, 2007, we had bank overdraft agreements for borrowings up to Won 964 billion, commercial paper issuance agreements for borrowings up to Won 431 billion, bill discounting agreements for borrowings up to Won 10 billion, loans on checking account up to Won 7 billion, working capital loan up to Won 2 billion, collateral loan agreements on accounts receivables for borrowings up to Won 760 billion, letters of credit agreements for borrowings up to US$65 million and a collection agreement for foreign-currency denominated checks up to US$1 million. As of December 31, 2007, Won 88 billion and US$4 million were outstanding under these facilities. 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. We issued guarantees in favor of our consolidated subsidiaries’ indebtedness and contract performance of Won 113 billion and US$31 million as of December 31, 2007.

 

Capital Expenditures

 

Capital expenditures on property, plants and equipment in 2007 totaled Won 3,636 billion compared to Won 3,518 billion in 2006 and Won 2,871 billion in 2005.

 

Our current capital expenditure plan (including expenditures on property, plants and equipment) calls for the expenditure of approximately Won 3,580 billion in 2008 (including approximately Won 950 billion by KTF). The principal components of our capital investment plans are:

 

   

Won 1,157 billion in general expansion and modernization of our network infrastructure;

 

   

Won 280 billion in upgrading our broadband network to enable FTTH connection;

 

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Won 682 billion in capital investments for IMT-2000 (W-CDMA) service;

 

   

Won 120 billion in capital investments for WiBro service;

 

   

Won 280 billion in capital investments for IP-TV service; and

 

   

Won 54 billion in capital investments for development of services over Internet protocol.

 

We expect that KTF will obtain the necessary capital for its investments from financial institutions. There can be no assurance, however, that KTF will be able to secure sufficient funds on satisfactory terms from these or other sources, and KTF’s failure to secure funds for its capital expenditures and ongoing operating costs may have a material adverse effect on its financial condition and results of operations. We are not under any obligation to fund capital expenditures of KTF or any other consolidated subsidiary if these consolidated subsidiaries are unable to obtain necessary capital through operations or from financial institutions.

 

Recent Accounting Pronouncements in Korean GAAP

 

Effective January 1, 2007, we adopted Statements of Korean Accounting Standards No. 11 “Discontinuing Operations,” No. 21 “Preparation and Presentation of Financial Statements I,” No. 22 “Share-based Payment,” No. 23 “Earnings Per Share,” No. 24 “Preparation and Presentation of Financial Statements II” and No. 25 “Consolidated Financial Statements.” The adoption of these standards did not have a significant impact on our consolidated financial statements. For the effects of the adoption of new accounting standards and certain reclassifications on our 2005 and 2006 accounts, see “—Item 5.A. Operating Results—Reclassification of Prior Year Financial Statements.”

 

U.S. GAAP Reconciliation

 

In 2005, we recorded net earnings of Won 1,149 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 1,085 billion under Korean GAAP, primarily because of difference in the treatment of reversal of goodwill amortization relating to equity method investments, depreciation and deferred income tax. In 2006, we recorded net earnings of Won 1,329 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 1,292 billion under Korean GAAP, primarily because of difference in the treatment of depreciation and reversal of goodwill amortization relating to equity method investments. In 2007, we recorded net earnings of Won 1,069 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 1,056 billion under Korean GAAP, primarily because of difference in the treatment of depreciation, reversal of goodwill amortization relating to equity method investments and the timing of recognition of service installation fees.

 

Stockholders’ equity under U.S. GAAP is lower than under Korean GAAP by Won 2,659 billion as of December 31, 2006 and Won 2,700 billion as of December 31, 2007 primarily as a result of:

 

   

the difference in the treatment of minority interests;

 

   

the difference in the treatment of impairment loss relating to equity investees;

 

   

the difference in the treatment of deferred service installation fees; and

 

   

the difference in the treatment of depreciation,

 

which more than offset the effect of:

 

   

other differences in the treatment of equity in earnings of equity method affiliates; and

 

   

the aggregate effect of deferred income taxes recognized under U.S. GAAP.

 

For further discussion of the principal differences between Korean GAAP and U.S. GAAP as they relate to us, see Note 36 to the Consolidated Financial Statements.

 

Recent Accounting Pronouncements in U.S. GAAP

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157) which provides a consistent definition of fair value which focuses on exit price

 

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and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs. SFAS No. 157 requires expanded disclosures about fair value measurements and establishes a three-level hierarchy for fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The standard also requires that a company use its own nonperformance risk when measuring liabilities carried at fair value, including derivatives. In February 2008, the FASB approved a FASB Staff Position (FSP) that permits companies to partially defer the effective date of SFAS No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The FSP did not permit companies to defer recognition and disclosure requirements for financial assets and financial liabilities or for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually. SFAS No. 157 is effective for financial assets and financial liabilities and for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually for financial statements issued for fiscal years beginning after November 15, 2007. The provisions of SFAS No. 157 will be applied prospectively. We intend to defer adoption of SFAS No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis and are currently evaluating the effects, if any, that SFAS No. 157 may have on our financial condition and results of operations.

 

In September 2006, the FASB ratified EITF Issue No. 06-1, “Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from the Service Provider” (EITF No. 06-1), which provides guidance regarding whether the consideration given by a service provider to a manufacturer or reseller of specialized equipment should be characterized as a reduction of revenue or as an expense. EITF No. 06-1 is effective for the first annual reporting period beginning after June 15, 2007. Entities are required to recognize the effects of applying this issue as a change in accounting principle through retrospective application to all prior periods unless it is impracticable to do so. We estimate that upon adoption, this guidance will not have a material effect on our financial condition and results of operations.

 

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities—including an Amendment of SFAS No. 115” (SFAS No. 159), which permits an entity to measure certain financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with few exceptions. SFAS No. 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The Statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. We do not expect the adoption of this standard to have a material impact on our financial condition and results of operations.

 

In June 2007, the FASB ratified Emerging Issue Task Force (EITF) Issue No. 07-3, “Accounting for Nonrefundable Payments for Goods or Services to Be Used in Future Research and Development Activities” (EITF 07-3), requiring that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts should be expensed as the related goods are delivered or the related services are performed. The Statement is effective for fiscal years beginning after December 15, 2007. We estimate that upon adoption, this guidance will not have a material effect on our financial condition and results of operations.

 

In June 2007, the FASB ratified EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (EITF 06-11), which requires entities to record to additional paid-in capital the tax benefits on dividends or dividend equivalents that are charged to retained earnings for certain share-based awards. In a share-based payment arrangement, employees may receive dividends or dividend equivalents on awards of nonvested equity shares, nonvested equity share units during the vesting period, and share options until the exercise date. Generally, the payment of such dividends can be treated as deductible compensation for tax purposes. The amount of tax benefits recognized in additional paid-in capital should be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. EITF 06-11 is effective for fiscal years beginning after December 15, 2007. We estimate that upon adoption, this guidance will not have a material effect on our financial condition and results of operations.

 

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In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS No. 141(R)) which retained the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. SFAS No. 141(R) will require that: (1) for all business combinations, the acquirer records all assets and liabilities of the acquired business, including goodwill, generally at their fair values; (2) certain contingent assets and liabilities acquired be recognized at their fair values on the acquisition date; (3) contingent consideration be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until settled; (4) acquisition-related transaction and restructuring costs be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired; (5) in step acquisitions, previous equity interests in an acquiree held prior to obtaining control be re-measured to their acquisition-date fair values, with any gain or loss recognized in earnings; and (6) when making adjustments to finalize initial accounting, companies revise any previously issued post-acquisition financial information in future financial statements to reflect any adjustments as if they had been recorded on the acquisition date. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of this statement should also apply the provisions of SFAS No. 141(R). This standard will be applied to all future business combinations after December 31, 2008.

 

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51” (SFAS No. 160) which amends ARB 51 to establish new standards that will govern the accounting for and reporting of noncontrolling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Also, SFAS No. 160 requires that: (1) noncontrolling interest, previously referred to as minority interest, be reported as part of equity in the consolidated financial statements; (2) losses be allocated to the noncontrolling interest even when such allocation might result in a deficit balance, reducing the losses attributed to the controlling interest; (3) changes in ownership interests be treated as equity transactions if control is maintained; and, (4) upon a loss of control, any gain or loss on the interest sold be recognized in earnings. SFAS No. 160 is effective on a prospective basis for all fiscal years beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. We are currently evaluating the effects, if any, that SFAS No. 160 may have on our financial condition and results of operations.

 

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133” (SFAS No. 161), that expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). SFAS No. 161 requires additional disclosures regarding: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. In addition, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives described in the context of an entity’s risk exposures, quantitative disclosures about the location and fair value of derivative instruments and associated gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.

 

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162) that is intended to improve financial reporting by identifying a consistent framework, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS No. 162 is effective 60 days following the Securities and Exchanges Commission's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.”

 

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In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (SFAS No. 163) that clarifies how FASB Statement No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities and also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities and requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted. We are currently evaluating the effects, if any, that SFAS No. 163 may have on our financial condition and results of operations.

 

Item 5.C. Research and Development, Patents and Licenses, Etc.

 

In order to conduct our research and develop applications of new technology for the Korean telecommunications system, we operate:

 

   

a future technology laboratory;

 

   

a platform laboratory;

 

   

an infrastructure laboratory;

 

   

a marketing laboratory; and

 

   

a network technology laboratory.

 

At December 31, 2007, these research centers employed a total of 724 researchers and employees, of whom 129 had doctoral degrees and 478 had master’s degrees. As of December 31, 2007, KT Corporation had 5,978 registered patents and 9,849 patents pending domestically and had 649 registered patents and 1,402 patents pending internationally.

 

Under the Telecommunications Basic Law, network service providers and specific service providers are obligated to contribute 0.75% and 0.5% of their total annual revenues, respectively, to the Institute of Information Technology Assessment, which uses the fund to promote research and development in information technology. We make contributions as a network service provider and specific service provider to the Korean government (Information and Telecommunication Improvement Fund), the Korea Electronic Telecommunication Research Institute and other institutes. Including such contributions, total expenditures on research and development were Won 324 billion in 2005, Won 282 billion in 2006 and Won 291 billion in 2007.

 

In recent years, we have focused our research and development efforts in the following areas:

 

   

development of ubiquitous web services and semantic web services;

 

   

voice recognition technology for KT WiBro terminal;

 

   

voice over Internet protocol solutions and related value-added services;

 

   

next generation network structures and solutions;

 

   

next generation wireless Internet evolution technologies such as WiBro, HSDPA and Femtocell;

 

   

application services for MegaTV IP-TV services; and

 

   

technology for deployment of FTTH in select locations.

 

Item 5.D. Trend Information

 

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

 

Item 5.E. Off-balance Sheet Arrangements

 

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

 

Item 5.F. Tabular Disclosure of Contractual Obligations

 

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

 

Item 5.G. Safe Harbor

 

See “Item 3. Key Information—Item 3.D. Risk Factors—Forward-looking statements may prove to be inaccurate.”

 

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Item 6. Directors, Senior Management and Employees

 

Item 6.A. Directors and Senior Management

 

Directors

 

Our board of directors has the ultimate responsibility for the administration of our affairs. Our articles of incorporation provide for a board of directors consisting of:

 

   

up to three standing directors, including the President; and

 

   

up to eight outside directors.

 

All of our directors are elected at the general shareholders’ meeting. If the total assets of a company listed on the Stock Market Division of the Korea Exchange as of the end of the preceding year exceeds Won 2,000 billion, which is the case with us, the Securities and Exchange Act of Korea requires such company to have more than three outside directors with at least half of its total directors being outside directors. The term of office for all directors is up to three years, but the term is extended to the close of the annual shareholders’ meeting convened with respect to the last fiscal year of the term.

 

Under the Securities and Exchange Act, we must establish a committee to nominate candidates for outside directors within the board of directors, and outside directors must make up not less than half of the total members of the outside director candidate nominating committee. According to our articles of incorporation, such committee must consist of one standing director and all of our outside directors. Our Outside Director Candidate Recommendation Committee nominates outside director candidates for appointment at the general shareholders’ meeting.

 

One-third of the outside directors must be up for election in any given year. Upon the request of any director, a meeting of the board of directors will be assembled. The chairman of the board of directors is elected from among the outside directors by a resolution of the board of directors. The term of office of the chairman is one year.

 

Our current directors are as follows:

 

Name


 

Position


  Director Since

  Date of Birth

  Expiration of
Term of Office

Standing Directors(1)

               

Joong-Soo Nam

  President and Chief Executive Officer   August 2005   June 28, 1955   2011

Jong-Lok Yoon

  Senior Executive Vice President   March 2006   December 17, 1957   2009

Jeong-Soo Suh

  Senior Executive Vice President   March 2005   January 10, 1958   2009

Outside Directors(1)

               

Jeong-Ro Yoon

 

Chairperson of the Board of Directors,

Professor, Korea Advanced Institute of Science and Technology

  March 2004   July 21, 1954   2010

Kon-Sik Kim

  Professor, Seoul National University   March 2004   January 10, 1955   2010

Jong-Kyoo Yoon

  Senior Counsel of Kim & Chang   March 2006   October 13, 1955   2009

Jeong-Suk Koh

  Chief Executive Officer of Ilshin Investment Co., Ltd.   February 2008   May 22, 1957   2011

Gyu-Taeg Oh

  Professor, Chung-Ang University   February 2008   February 27, 1959   2011

Do-Whan Kim

  Professor, Sejong University   March 2003   May 27, 1959   2009

Paul C. Yi (Chang Yop Yi)

  Chief Executive Officer of Coca-Cola Korea Company   March 2007   May 30, 1967   2010

(1) All of our standing and outside directors beneficially own less than one percent of the issued shares of KT Corporation in the aggregate.

 

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Joong-Soo Nam is a standing director and has served as president and chief executive officer of KT Corporation since August 2005. He has also served as president and chief executive officer of KTF from January 2003 to July 2005. Prior to joining KTF, he served as an executive vice president and chief financial officer of KT Corporation. Mr. Nam holds a bachelor’s degree in business administration from Seoul National University, an M.B.A. degree from The Fuqua School of Business of Duke University and a Ph.D. degree in business administration from University of Massachusetts.

 

Jong-Lok Yoon is a standing director and has served as senior executive vice president of the Growing Business Group since November 2006. He has previously served as senior executive vice president of the Research and Development Group and executive vice president of the New Business Planning Group and the Marketing Group. Mr. Yoon holds a bachelor’s degree in air telecommunication engineering from Hankuk Aviation University and a master’s degree in electronic engineering from Yonsei University.

 

Jeong-Soo Suh is a standing director and has served as senior executive vice president of the Corporate Strategy Group since September 2005. He has previously served as senior vice president of the Planning and Coordination Office and a chief financial officer of KT Corporation. Mr. Suh holds a bachelor’s degree in economics from Sungkyunkwan University and an M.B.A. degree from Yonsei University.

 

Jeong-Ro Yoon has served as outside director since March 2004. She is currently a professor of humanities and social sciences at Korea Advanced Institute of Science and Technology and has served as vice president of Korean Sociological Association. Ms. Yoon holds a bachelor’s degree in sociology from Seoul National University and has received both her graduate and Ph.D. degrees in sociology from Harvard University.

 

Kon-Sik Kim has served as outside director since March 2004. He is currently a professor of law at Seoul National University and has served as a visiting lecturer at University of Washington. Mr. Kim holds a bachelor’s degree in law from Seoul National University and a J.D. degree and a Ph.D. degree in law from University of Washington.

 

Jong-Kyoo Yoon has served as outside director since March 2006. He is currently senior counsel of Kim & Chang and has served as senior executive vice president of Kookmin Bank. Mr. Yoon holds a bachelor’s degree and a Ph.D degree in business administration from Sungkyunkwan University and an M.B.A. degree from Seoul National University.

 

Jeong-Suk Koh has served as outside director since February 2008. He is currently chief executive officer of Ilshin Investment Co., Ltd. and was formerly a management consultant at McKinsey & Company. Mr. Koh holds a bachelor’s degree in business administration from Seoul National University, a master’s degree in management science from Korea Advanced Institute of Science and Technology and a doctoral degree from Massachusetts Institute of Technology.

 

Gyu-Taeg Oh has served as outside director since February 2008. He is currently a professor of business administration at Chung-Ang University. Mr. Oh holds a bachelor’s degree in economics from Seoul National University and a Ph.D. degree in economics from Yale University.

 

Do-Whan Kim has served as outside director since March 2003. He is currently a professor of business management at Sejong University and was formerly a senior research fellow at Korea Information Society Development Institute. Mr. Kim holds a bachelor’s degree in business administration from Sungkyunkwan University, a graduate degree in management science from Korea Advanced Institute of Science and Technology and a Ph.D. degree in managerial economics and decision science from Northwestern University.

 

Paul C. Yi (Chang Yop Yi) has served as outside director since March 2007. He is currently chief executive officer of Coca-Cola Korea Company Ltd. and has served as chief executive officer of Nongshim Kellogg Co., Ltd. and as head of the Korean branch of Hershey Foods Corporation. Mr. Yi holds a bachelor’s degree in accounting from University of Texas at Austin and an M.B.A. degree from Columbia Business School.

 

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For the purposes of the Korean Commercial Code, our President is deemed to be the “representative director” who is authorized to perform all judicial and extra-judicial acts relating to our business. Our shareholders elect the President in accordance with the provisions of the Commercial Code and our articles of incorporation. A candidate for President is nominated by a committee formed for that purpose. The president candidate nominating committee consists of:

 

   

all of our outside directors;

 

   

one person who is designated by the board of directors from among the ex-presidents; and

 

   

one civilian designated by outside directors, except former and present officers and employees of telecom carriers competing with us, their affiliates, our officers and employees and government officers.

 

Under our articles of incorporation, the president candidate nominating committee must submit a draft management contract between the company and the candidate covering the management objectives of the company to the shareholders’ meeting at the time of nomination of the candidate to the meeting. When the draft management contract has been approved at the shareholders’ meeting, the company enters into such management contract with the president. In such case, the chairman of the president candidate nominating committee, on behalf of the company, signs the management contract.

 

The board of directors may conduct performance review discussions to determine if the new president performed his or her duties under the management contract, or hire a professional evaluation agency for such purpose. If the board of directors determines, based on the results of the performance review, that the new president has failed to achieve the management goals, it may propose to dismiss the president at a shareholders’ meeting.

 

Senior Management

 

Our executive officers consist of Senior Executive Vice President, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents. The executive officers other than the standing directors are appointed by the President and may serve up to three years. Our Chief Financial Officer is Soo-Ho Maeng, Executive Vice President of the Financial Management Office.

 

The current executive officers are as follows:

 

Name(1)


  

Title and Responsibilities


   Current
Position
Held Since


   Years
with the
Company


   Age

Hee-Kyun Park

  

Senior Executive Vice President, Management Support Group

   November 2005    23    52

Haing Min Kwon

  

Executive Vice President, Group Strategy CFT Office

   December 2007    24    49

Soo-Ho Maeng

  

Executive Vice President, Financial Management Office

   December 2007    18    48

Byung-Woo Lee

  

Executive Vice President, Marketing Group

   November 2006    22    51

Young-Whan Kim

  

Executive Vice President, Business Group

   December 2007    25    50

Gwang-Ju Seo

  

Executive Vice President, Network Group

   September 2005    27    51

Han-Suk Kim

  

Executive Vice President, Global Business Unit

   November 2006    18    52

Sung-Man Kim

  

Executive Vice President, Metropolitan North Regional Business Unit

   December 2007    25    51

Byoung-Kon Shin

  

Executive Vice President, Metropolitan South Regional Business Unit

   November 2006    22    52

Tae-Yol Yoo

  

Senior Vice President, Chungnam Regional Business Unit

   June 2008    24    48

 

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Name(1)


  

Title and Responsibilities


   Current
Position
Held Since


   Years
with the
Company


   Age

Seok-Keun Oh

  

Senior Vice President, Corporate Relations Support Office

   April 2007    3    46

Won-Joong Song

   Senior Vice President, Purchasing Strategy Office    December 2007    32    52

Ouk-Jung Hwang

  

Senior Vice President, Real Assets Management Office

   December 2005    33    53

Ok-Kie Lee

  

Senior Vice President, Information and Technology Strategy and Planning Unit

   December 2007    24    49

Gil-Joo Lee

   Senior Vice President, Public Relations Office    December 2007    32    52

In-Kyu Park

   Senior Vice President, Ethics Management Office    December 2007    23    52

Dong-Myun Lee

  

Senior Vice President, Next Generation Development Task Force Team

   December 2007    17    45

Young-Hee Lee

  

Senior Vice President, Future Technology Laboratory

   December 2007    27    50

Jeong-Tae Park

   Senior Vice President, Platform Laboratory    December 2007    24    48

Sang-Hong Lee

   Senior Vice President, Infrastructure Laboratory    November 2006    24    52

Yu-Yeol Seo

  

Senior Vice President, Marketing Strategy Business Unit

   December 2007    29    51

Kyung-Choon Shin

  

Senior Vice President, Operation Innovation Business Unit

   December 2007    27    53

Byoung-Seon Jeon

   Senior Vice President, Marketing Laboratory    December 2007    9    47

Jong-Jin Chae

  

Senior Vice President, Corporate Customer Business Unit

   December 2007    22    46

In-Sung Jeon

  

Senior Vice President, Networked Information Technology Business Planning Unit

   December 2007    28    49

Tae-Il Park

  

Senior Vice President, Network Management Business Unit

   April 2007    30    52

Sun-Cheol Gweon

  

Senior Vice President, Technology Engineering Business Unit

   December 2004    17    46

Dong-Hoon Han

  

Senior Vice President, Technology Support Business Unit

   November 2006    27    48

Yoon-Hak Bang

  

Senior Vice President, Network Technology Laboratory

   December 2005    24    50

Sang-Eun Woo

  

Senior Vice President, Metropolitan West Regional Business Unit

   December 2007    33    52

Sang-Heon Song

  

Senior Vice President, Busan Regional Business Unit

   December 2007    28    49

Kie-You Song

  

Senior Vice President, Jeonnam Regional Business Unit

   December 2007    18    48

Dae-Jeon Roh

  

Senior Vice President, Daegu Regional Business Unit

   June 2006    24    49

Deok-Rae Lim

   Senior Vice President, Corporate Relations Office    June 2008    27    53

Sung-Ho Myung

  

Senior Vice President, Jeonbuk Regional Business Unit

   December 2007    24    50

Young-Goon Yoo

  

Senior Vice President, Kangwon Regional Business Unit

   November 2006    25    52

Chun Hong Choi

  

Senior Vice President, Chungbuk Regional Business Unit

   December 2007    24    51

Tae-Ho Kim

   Vice President, Innovation Planning Office    November 2006    22    47

Won-Sang Park

   Vice President, research leave    June 2008    23    49

 

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Name(1)


  

Title and Responsibilities


   Current
Position
Held Since


   Years
with the
Company


   Age

Yong-Seog Choi

   Vice President, Human Resource Office    December 2007    21    48

Il-Sung Nam

  

Vice President, Human Resources Development Center

   December 2007    25    53

Sang-Choon Kim

   Vice President, Ethics Management Office    January 2007    31    51

Yoon-Young Park

  

Vice President Next Generation Business Task Force Team

   December 2007    16    46

Ju-Kyo Shim

   Vice President, Media Business Unit    January 2007    27    49

Myung-Dong Kim

   Vice President, Corporate Customer Business Unit    December 2007    28    51

Kyung-Seok Park

  

Vice President, Corporate Customer Service Business Unit

   December 2007    22    50

Yong-Sik Yoon

   Vice President, Network Control Center    December 2007    24    51

Hyung-Oak Park

  

Vice President, Technology Engineering Business Unit

   January 2007    34    53

Pan-Sik Shin

   Vice President, Global Business Unit    January 2007    21    46

Sang-Won Seo

  

Vice President, Information and Technology Business Unit

   November 2006    32    52

Joun-Il Ku

   Vice President, Gwanghwamoon District Office    January 2007    30    53

Young-Nam Lee

   Vice President, Jeju Regional Business Unit    November 2006    26    52

Sang-Hoon Lee

  

Senior Executive Vice President, secondment to Telecodia

   January 2008    17    53

Suk-Joon Park

  

Senior Vice President, research leave to Korea National Defense University

   December 2007    27    50

Tae-Poong Kang

  

Senior Vice President, research leave to Duke University

   December 2007    28    53

Deok-Kyum Kim

  

Senior Vice President, research leave to Sejong Institute

   December 2007    25    50

Young-Gwun Kim

  

Senior Vice President, research leave to Sejong Institute

   December 2007    33    52

Hoon Han

  

Executive Vice President, Strategy Planning Office

   November 2006    1    50

Dong-Hyun Han

  

Senior Vice President, Business Structure Planning Office

   June 2008    —      40

Jae-Hong Yoon

   Senior Executive Vice President, Management Research Laboratory    June 2008    3    53

Do-Hwan Choi

  

Senior Executive Vice President, New Business Group

   December 2006    1    54

Kyung-Lim Yoon

   Senior Vice President, Media Business Unit    June 2008    1    45

Hyun-Myung Pyo

   Executive Vice President, WiBro Business Unit    November 2006    1    49

Man-Ho Jung

   Senior Vice President, research leave    June 2008    —      50

Tae-Soo Jung

  

Senior Vice President, Service Development Business Unit

   December 2007    3    52

Bum-Joon Kim

   Vice President, Finance Office    November 2005    2    43

Chan-Kyung Park

   Vice President, WiBro Business Unit    November 2006    2    49

Young-Lyoul Lee

   Vice President, Media Business Unit    December 2007    1    46

Tae Jin Kang

   Executive Vice President, New Business Unit    June 2008    —      48

(1) All of our executive officers beneficially own less than one percent of the issued shares of KT Corporation in the aggregate.

 

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Item 6.B. Compensation

 

Compensation of Directors and Executive Officers

 

In 2007, the total amount of salaries, bonuses (including long-term performance-based incentives for standing directors) and allowances paid and accrued to all standing directors and executive officers of KT Corporation for services in all capacities was approximately Won 17 billion. The aggregate amount accrued by us to provide retirement benefits to such persons was Won 1.7 billion in 2007. Outside directors do not receive salaries or retirement and severance benefits, but we pay long-term performance-based incentives as well as expenses related to the execution of their duties.

 

The chairman of the president nominating committee enters into an employment agreement on our behalf with our current President. The employment agreement sets certain management targets to be achieved by the President, including a target for the amount of “economic value added” to be achieved in each year. Economic value added is defined as net operating profits after tax minus the cost of capital. Failure to achieve certain thresholds below the targets will allow the board of directors to take actions with respect to the President’s employment, including proposing to the shareholders’ meeting an early termination of his employment. In addition, the head of each of our functional departments, the president of each of our subsidiaries and the heads of each regional head office have entered into employment agreements with the President that provides for similar management targets to be achieved by each of our departments, subsidiaries and regional head offices.

 

Item 6.C. Board Practices

 

As of December 31, 2007, none of our standing or outside directors maintained directors’ service contracts with us or with any of our subsidiaries providing for benefits upon termination of employment.

 

Outside Director Candidate Recommendation Committee

 

The Outside Director Candidate Recommendation Committee consists of one standing director and all of our outside directors, other than for election of an outside director resulting from the expiration of the term of the office, in which case such outside director whose term is expiring may not be a member of the committee. The committee formed in connection with the recommendation of outside director candidates in February 2008 is comprised of Jeong-Ro Yoon, Do-Whan Kim, Kon-Sik Kim, Jong-Kyoo Yoon, Paul C. Yi and Jeong-Soo Suh, and the chairman was Jeong-Ro Yoon. The committee’s duties include reviewing the qualifications of potential candidates and proposing nominees to serve as outside directors on our board of directors. The committee members’ terms expire immediately after the adjournment of the shareholders’ meeting where the outside directors are elected.

 

Evaluation and Compensation Committee

 

The Evaluation and Compensation Committee is currently comprised of five outside directors, Jong-Kyoo Yoon, Jeong-Ro Yoon, Do-Whan Kim, Jeong-Suk Koh and Gyu-Taeg Oh. The chairman is Jong-Kyoo Yoon. The committee’s duties include the appointment of an outside management evaluation consulting firm, prior review of the President’s management goals, terms and conditions proposed for inclusion in the employment contract of the President, including, but not limited to, determining whether the President has achieved the management goals, and the determination of compensation of the President and the standing directors. The committee members are elected by the board after the closing of the annual meeting, and the term of the committee members is for one year.

 

Executive Committee

 

The Executive Committee is currently comprised of all of the standing directors. The chairman is Joong-Soo Nam. The committee’s duties include the establishment and management of branch offices, the acquisition and disposal of real estate having market value between Won 10 billion to Won 30 billion, making investments and

 

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providing guarantees up to Won 10 billion, the disposal and sale of stocks of our subsidiaries, which stocks have a market value of between Won 10 billion and Won 30 billion, provided that no change of control with respect to such subsidiary occurs as a result of such disposal or sale, the authorization of charitable contributions between Won 100 million to Won 1 billion and the issuance of certain debt securities.

 

Related-Party Transactions Committee

 

The Related-Party Transactions Committee is currently comprised of four outside directors, Kon-Sik Kim, Do-Whan Kim, Paul C. Yi and Jeong-Suk Koh. The chairman is Kon-Sik Kim. This committee reviews transactions between KT Corporation and its subsidiaries and ensures compliance with applicable antitrust laws. The committee members are elected by the board after the annual meeting, and the term of the committee members is for one year.

 

Audit Committee

 

Under the Securities and Exchange Act of Korea, we are required to establish an audit committee comprised of three or more 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. The committee is currently comprised of Do-Whan Kim, Jeong-Ro Yoon, Jong-Kyoo Yoon and Gyu-Taeg Oh. The chairman is Do-Whan Kim. Members of the committee are elected by our shareholders at the shareholder’s meeting. Our internal and external auditor report directly to the committee.

 

The duties of the committee include:

 

   

engaging independent auditors;

 

   

evaluating performance of independent auditors;

 

   

approving services to be provided by the independent auditors;

 

   

reviewing annual financial statements;

 

   

reviewing audit results and reports;

 

   

reviewing and evaluating our system of internal controls and policies; and

 

   

examining improprieties or suspected improprieties.

 

In addition, in connection with the shareholders’ meeting, the committee examines the agenda for, and financial statement and other reports to be submitted by the board of directors, at each shareholders’ meeting.

 

Differences in Corporate Governance Practices

 

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock 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


 

KT Corporation’s Corporate Governance Practice


Director Independence

Independent directors must comprise a majority of the board.

 

The Securities and Exchange Act of Korea requires 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 Securities and Exchange Act of Korea.

 

The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and 7 out of 10 directors are outside directors.

 

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NYSE Corporate Governance Standards


 

KT Corporation’s Corporate Governance Practice


Nomination/Corporate Governance Committee

Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.

  We have not established a separate nomination/corporate governance committee. However, we maintain an Outside Director Candidate Recommendation Committee composed of all of our outside directors and one standing director.

Compensation Committee

Listed companies must have a compensation committee composed entirely of independent directors.

  We maintain an Evaluation and Compensation Committee composed of five outside directors.

Executive Session

Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.

  Our outside directors hold meetings solely attended by outside directors in accordance with the charter of our board of directors.

Audit Committee

Listed companies must have an audit committee that is composed of more than three directors and satisfy the requirements of Rule 10A-3 under the Exchange Act.

  We maintain an Audit Committee comprised of four outside directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.

Shareholder Approval of Equity Compensation Plan

Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.

 

We currently have two equity compensation plans: one providing for the grant of stock options to officers and directors; and an employee stock ownership association program.

 

All material matters related to the granting stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval. Matters related to the employee stock ownership association program are not subject to shareholders’ approval under Korean law.

Corporate Governance Guidelines

Listed companies must adopt and disclose corporate governance guidelines.

  We have adopted Corporate Governance Guidelines in March 2007 setting forth our practices with respect to corporate governance matters. Our Corporate Governance Guidelines are in compliance with Korean law but do 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 Guidelines in Korean is available on our website at www.kt.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 executive officers.

  We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics in Korean is available on our website at www.kt.com

 

Item 6.D. Employees

 

KT Corporation had 36,913 employees as of December 31, 2007, compared to 37,514 employees as of December 31, 2006 and 37,904 employees as of December 31, 2005. KTF had 2,583 employees as of December 31, 2007, compared to 2,505 employees as of December 31, 2006 and 2,492 employees as of December 31, 2005.

 

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The Voluntary Early Retirement Programs

 

We sponsor voluntary early retirement programs where we provide additional financial incentives for our employees to retire early, as part of our efforts to improve operational efficiencies. In 2005, 118 employees retired under KT Corporation’s voluntary early retirement plan. Another 564 employees and 538 employees retired under KT Corporation’s voluntary early retirement plan in 2006 and 2007, respectively.

 

Labor Relations

 

We consider our current relations with our work force to be good. However, in the past, we have experienced opposition from our labor union for our strategy of restructuring to improve our efficiency and profitability by disposing of non-core businesses and reducing our employee base.

 

Under Korean labor law, our employees are permitted to strike. However, because the maintenance of our network is in the public interest, the Government has the authority to mediate or arbitrate any strike, as well as any disagreement involving the collective bargaining process. Criminal proceedings may be brought against any party refusing Government mediation or arbitration. The current collective bargaining agreement provides that even in the event of a strike, the minimum number of employees necessary to operate the telecommunications business must continue to work.

 

As of December 31, 2007, about 80.6% of all employees of KT Corporation were members of the KT Trade Union. On behalf of its members, the Union negotiates with us a collective bargaining agreement every two years, and our current collective bargaining agreement expires on November 12, 2009. The Union also negotiates with us an annual agreement on wages on behalf of its members. Our annual agreement on wages for 2007 provided for an increase in base salary of 2.6%. Under the Act of the Promotion of Worker’s Participation and Cooperation, our Employee-Employer Cooperation Committees, which are composed of representatives of management and labor for each business unit and regional office, meet quarterly to discuss employee grievances, working conditions and potential employee-initiated improvements in service or management.

 

Employee Stock Ownership and Benefits

 

We have an employee stock ownership association, which may purchase on behalf of its members up to 20.0% of any of our shares offered publicly in Korea. The employee stock ownership association owned 5.6% of our issued shares as of December 31, 2007.

 

We maintain a retirement and severance plan, as required by Korean labor law. Employees terminating their employment after one year or more of service are entitled to receive a lump-sum payment based upon the length of their service and their wage rates, with adjustments, at the time of termination. We make provision for our obligations under the retirement plan. In addition, we provide a wide range of fringe benefits to our employees, including physical education grants, meal allowances, housing, housing loans, medical examinations and training and resort centers. See “Item 5. Operating and Financial Review and Prospects—Item. 5.A. Operating Results—Salaries and Related Costs.”

 

Employee Training

 

The objective of our training program is to develop information and technology specialists who are able to create value for our customers. In recent years, we have been focusing our efforts on development of (i) consultants who interact closely with our customers such as sales professionals and information and technology supporters, (ii) key management professionals and (iii) professionals who are dedicated to developing, marketing and servicing new growth businesses such as WiBro or IP-TV. In order to develop skills of our employees, we require 100 hours of training per year from most of our employees, using personally-tailored curriculums based on individual assessments. We also operate Cyber Academy to provide online classes to our employees, as well as offer various foreign language classes to our employees and their families. We also provide tuition and living expense reimbursements to our key employees who pursue graduate programs in Korea

 

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and abroad, as well as provide financial assistance to those who pursue work-related professional licenses or participate in after-work study programs. We spent Won 24 billion in employee training in 2007.

 

Item 6.E. Share Ownership

 

Common Stock

 

The persons who are currently our directors held, as a group, 64,241 common shares as of April 10, 2008, the most recent date for which this information is available. This represented approximately 0.02% of our outstanding common shares as of April 10, 2008. The table below shows the ownership of our common shares by directors.

 

Shareholders


   Number of
Common Shares Owned

Joong-Soo Nam

   33,290

Jong-Lok Yoon

   9,382

Jeong-Soo Suh

   10,175

Jeong-Ro Yoon

   2,688

Paul Chang Yi (Chang Yub Yi)

   1,420

Jeong-Suk Koh

   —  

Kon-Sik Kim

   1,910

Do-Hwan Kim

   2,688

Gyu-Taeg Oh

   —  

Jong-Kyoo Yoon

   2,688

 

Stock Options

 

We have not granted any stock options to our current directors and executive officers.

 

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 as of December 31, 2007:

 

Shareholders


   Number of
Shares

   Percent of
Total
Shares Issued

 

Employee stock ownership association

   15,342,981    5.58 %

National Pension Corporation

   9,870,546    3.59 %

Directors as a group

   52,163    0.01 %

Public

   178,421,133    64.83 %

KT Corporation (held in the form of treasury stock)(1)

   71,515,577    25.99 %
    
  

Total issued shares

   275,202,400    100.00 %
    
  


(1) Includes 1,259,170 shares of treasury stock owned by our treasury stock fund.

 

Before 1993, the Government owned all of our shares. Since 1993, the Government has gradually reduced its ownership and completed the disposition of its ownership interest in us in May 2002.

 

For a discussion of our relationship with the Government, see “Item 4. Information on the Company—Item 4.B. Business Overview—Relationship with the Government.” For a discussion of the Government’s dispositions and plans for future dispositions of shares, see “Item 4. Information on the Company—Item 4.C. Organizational Structure.”

 

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Item 7.B. Related Party Transactions

 

We have issued guarantees of Won 43 billion as of December 31, 2005, Won 35 billion as of December 31, 2006 and Won 113 billion and $31 million as of December 31, 2007, in favor of our consolidated subsidiaries. We have also engaged in various transactions with our subsidiaries and affiliated companies. See Note 16 to the Consolidated Financial Statements.

 

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-111.

 

Legal Proceedings

 

Dispute with the Korea Fair Trade Commission

 

In July 2004, the Korea Fair Trade Commission began an antitrust investigation into alleged unfair collaborative practices of us, Hanarotelecom, LG DACOM and Onse in local, domestic long-distance and international long-distance telephone service markets, as well as in broadband Internet access and Internet leased line service markets. On May 25, 2005, the Korea Fair Trade Commission imposed fines of Won 116 billion on us, Won 2 billion on Hanarotelecom and Won 1 billion on LG DACOM, claiming that we and these other companies engaged in unfair collaborative practices in local telephone and Internet leased line service markets. On September 14, 2005, the Korea Fair Trade Commission imposed an additional fine of Won 24 billion on us for our alleged unfair collaborative practices in domestic and international long-distance telephone service markets. We were following administrative guidelines from the Ministry of Information and Communication, which had advised that we, as a dominant service provider in these telephone service markets, assist late market entrants in order to promote more competitive telephone service markets in Korea. The legality of such administrative guidelines from the Ministry of Information and Communication has been disputed by the Korea Fair Trade Commission. We filed for judicial review of administrative actions related to local, domestic long-distance and international long-distance telephone service markets, and the Seoul High Court rendered its decision on August 22, 2007 in which it overturned the Korea Fair Trade Commission’s order to pay Won 113 billion in fines on the basis that the Korea Fair Trade Commission’s calculation of fines did not consider (i) the correct period of our engagement in unfair collaborative practices, (ii) the extent of benefits obtained by us from engaging in such practices and (iii) the fact that we were following administrative guidelines issued by the Ministry of Information and Communication. Both the Korea Fair Trade Commission and we have appealed the Seoul High Court’s decision to the Supreme Court of Korea, and the case is currently pending therein.

 

Miscellaneous

 

We are a defendant in various court proceedings involving claims for civil damages arising in the ordinary course of our business. While we are unable to predict the ultimate disposition of these claims, in the opinion of our management, the ultimate disposition of these claims will not, taken as a whole, have a material adverse effect on us.

 

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Dividends

 

The table below sets out the annual dividends declared on the outstanding common stock to shareholders of record on December 31 of the years indicated and the interim dividends declared on the outstanding common stock to shareholders of record on June 30 of the years indicated.

 

Year


   Annual Dividend per
Common Stock

   Interim Dividend per
Common Stock

   Average Total
Dividend per
Common Stock

     (In Won)    (In Won)    (In Won)

2003

   2,000    —      2,000

2004

   2,000    1,000    3,000

2005

   2,000    1,000    3,000

2006

   2,000    —      2,000

2007

   2,000    —      2,000

 

If sufficient profits are available, the Board of Directors may propose annual dividends on the outstanding common stock, which our shareholders must approve by a resolution at the ordinary general meeting of shareholders. This meeting is generally held in March of the following year and if our shareholders at such ordinary general meeting of shareholders approve the annual dividend, we must pay such dividend within one month following the date of such resolution. Typically, we pay such dividends shortly after the meeting. The declaration of annual dividends is subject to the vote of our shareholders, and consequently, there can be no assurance as to the amount of dividends per common stock or that any such dividends will be declared. Interim dividends paid in cash can be declared by a resolution of the board of directors. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association—Dividends” and “Item 12. Description of Securities Other than Equity Securities—Description of American Depositary Shares—Dividends and Distributions.”

 

The Commercial Code provides that shares of a company of the same class must receive equal treatment. However, major shareholders may consent to receive dividend distributions at a lesser rate than minor shareholders. Previously, the Government consented to receiving a smaller dividend compared to other shareholders. The Government no longer holds any interest in us.

 

Any cash dividends relating to the shares held in the form of ADSs will be paid to the depositary bank in Won. The deposit agreement provides that, except in certain circumstances, cash dividends received by the depositary bank will be converted by the depositary bank into Dollars and distributed to the holders of the ADRs, less withholding tax, other governmental charges and the depositary bank’s fees and expenses. See “Item 12. Description of Securities Other than Equity Securities—Description of the American Depositary Shares—Dividends and Distributions.”

 

Item 8.B. Significant Changes

 

Not applicable.

 

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Item 9. The Offer and Listing

 

Item 9.A. Offer and Listing Details

 

Market Price Information

 

Common Stock

 

Our shares were listed on the Stock Market Division of the Korea Exchange on December 23, 1998. The price of the shares on the Stock Market Division of the Korea Exchange as of the close of trading on June 27, 2008 was Won 44,800 per share. The table below shows the high and low closing prices and the average daily volume of trading activity on the Stock Market Division of the Korea Exchange for the shares.

 

     Price

   Average Daily
Trading Volume

     High

   Low

  
     (In Won)    (Number of shares)

2003

   53,600    41,900    867,991

2004

   47,550    34,200    577,620

2005

   45,150    37,600    539,707

2006

   49,350    37,600    539,707

First quarter

   40,900    37,800    736,322

Second quarter

   43,150    38,200    822,310

Third quarter

   42,100    37,650    489,828

Fourth quarter

   49,350    39,550    701,704

2007

   56,100    40,150    917,274

First quarter

   48,000    42,050    649,901

Second quarter

   46,450    40,150    928,878

Third quarter

   46,950    41,000    899,070

Fourth quarter

   56,100    41,800    1,190,247

2008 (through June 27)

   52,200    43,800    877,768

First quarter

   52,200    44,750    934,468

January

   50,300    44,750    1,162,040

February

   52,200    46,100    848,141

March

   49,200    46,550    793,224

Second quarter (through June 27)

   50,400    43,800    821,067

April

   50,400    46,000    916,031

May

   48,000    44,500    981,350

June (through June 27)

   46,300    43,800    565,820

Source: Stock Market Division of the Korea Exchange.

 

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ADSs

 

The outstanding ADSs, each of which represents one-half of one share of our common stock, are traded on the New York Stock Exchange and the London Stock Exchange since May 25, 1999.

 

The price of the ADSs on the New York Stock Exchange as of the close of trading on June 27, 2008 was $21.26 per ADS. The table below shows the high and low trading prices and the average daily volume of trading activity on the New York Stock Exchange for our ADSs since January 2004.

 

     Price

   Average Daily
Trading Volume

     High

   Low

  
     (In US$)    (Number of ADSs)

2003

   22.58    16.85    878,552

2004

   22.73    16.57    671,995

2005

   23.21    19.75    457,082

2006

   26.66    20.11    562,859

First quarter

   22.05    20.20    684,553

Second quarter

   24.20    20.14    517,903

Third quarter

   22.37    20.11    462,711

Fourth quarter

   26.66    20.74    588,200

2007

   29.22    21.51    592,205

First quarter

   25.82    22.01    557,559

Second quarter

   24.72    21.82    638,232

Third quarter

   25.11    21.51    493,274

Fourth quarter

   29.22    22.80    679,756

2008 (through June 27)

   27.10    21.20    693,816

First quarter

   27.10    23.35    824,931

January

   26.55    23.35    1,172,568

February

   27.10    24.29    634,064

March

   25.60    23.50    650,779

Second quarter (through June 27)

   25.35    21.20    566,862

April

   25.35    22.81    579,370

May

   23.53    21.32    639,707

June (through June 27)

   22.65    21.20    476,618

Source: New York Stock Exchange.

 

Item 9.B. Plan of Distribution

 

Not applicable.

 

Item 9.C. Markets

 

The Stock Market Division of the Korea Exchange

 

On January 27, 2005, the Korea Exchange was established pursuant to the Korea Securities and Futures Exchange Act through the consolidation of the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc. (the “KOSDAQ”) and the KOSDAQ Committee within the Korea Securities Dealers Association, which was in charge of the management of the KOSDAQ. There are three different markets operated by the Korea Exchange: the Stock Market, the KOSDAQ Market and the Futures Market. The Korea Exchange has two trading floors located in Seoul, one for the Stock Market and one for the KOSDAQ Market, and one trading floor in Busan for the Futures Market. The Korea Exchange is a limited liability company, the shares of which are held by (i) securities companies and futures companies that were formerly members of the Korea Stock Exchange or the Korea Futures Exchange, (ii) the Small Business Corporation, (iii) the Korea Securities Finance Corporation and (iv) the Korea Securities Dealers Association. Currently, the Korea Exchange

 

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is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean securities companies and some Korean branches of foreign securities companies.

 

The Stock Market Division of the Korea Exchange has the power in some circumstances to suspend trading in the shares of a given company or to de-list a security. The Stock Market Division of the Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually and quarterly and to release immediately all information that may affect trading in a security.

 

The Government has in the past exerted, and continues to exert, substantial influence over many aspects of the private sector business community which can have the intention or effect of depressing or boosting the market. In the past, the Government has informally both encouraged and restricted the declaration and payment of dividends, induced mergers to reduce what it considers excess capacity in a particular industry and induced private companies to offer publicly their securities.

 

The Stock Market Division of the Korea Exchange publishes the Korea Composite Stock Price Index every two seconds, which is an index of all equity securities listed on the Stock Market Division of the Korea Exchange. On January 1, 1983, the method of computing the Korea Composite Stock Price Index was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.

 

Movements in Korea Composite Stock Price Index are set out in the following table together with the associated dividend yields and price earnings ratios.

 

                         Period Average

Year


   Opening

   High

   Low

   Closing

   Dividend
Yield(1)(2)
(Percent)

   Price
Earnings
Ratio(2)(3)

1983

   122.52    134.46    115.59    121.21    6.9    3.8

1984

   115.25    142.46    115.25    142.46    5.1    4.5

1985

   139.53    163.37    131.40    163.37    5.3    5.2

1986

   161.40    279.67    153.85    272.61    4.3    7.6

1987

   264.82    525.11    264.82    525.11    2.6    10.9

1988

   532.04    922.56    527.89    907.20    2.4    11.2

1989

   919.61    1,007.77    844.75    909.72    2.0    13.9

1990

   908.59    928.82    566.27    696.11    2.2    12.8

1991

   679.75    763.10    586.51    610.92    2.6    11.2

1992

   624.23    691.48    459.07    678.44    2.2    10.9

1993

   697.41    874.10    605.93    866.18    1.6    12.7

1994

   879.32    1,138.75    855.37    1,027.37    1.2    16.2

1995

   1,027.45    1,016.77    847.09    882.94    1.2    16.4

1996

   882.29    986.84    651.22    651.22    1.3    17.8

1997

   647.67    792.29    350.68    376.31    1.5    17.0

1998

   374.41    579.86    280.00    562.46    1.9    10.8

1999

   565.10    1,028.07    498.42    1,028.07    1.1    13.5

2000

   1,028.33    1,059.04    500.60    504.62    1.6    18.6

2001

   503.31    704.50    468.76    693.70    2.0    14.2

2002

   698.00    937.61    584.04    627.55    1.4    17.8

2003

   633.03    822.16    515.24    810.71    2.2    10.9

2004

   821.26    936.06    719.59    895.92    2.1    15.8

2005

   896.00    1,379.37    870.84    1,379.37    1.7    11.0

2006

   1,383.32    1,464.70    1,203.86    1,434.46    1.7    11.4

2007

   1,435.26    2,064.85    1,355.79    1,897.13    1.6    14.8

2008 (through June 27)

   1,853.45    1,888.88    1,574.44    1,684.45    1.3    10.9

 

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Source:    The Stock Market Division of the Korea Exchange

(1) Dividend yields are based on daily figures. Dividend yields after January 3, 1984 include cash dividends only.
(2) Starting in April 2000, dividend yield and price earnings ratio are calculated based on KOSPI 200, an index of 200 equity securities listed on the Stock Market Division of the Korea Exchange. Starting in April 2000, excludes classified companies, companies which did not submit annual reports to the Stock Market Division of the Korea Exchange, and companies which received qualified opinion from external auditors.
(3) The price earnings ratio is based on figures for companies that record a profit in the preceding year.

 

Shares are quoted “ex-dividend” on the first trading day of the relevant company’s accounting period; since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in the Korea Composite Stock Price Index between its closing level at the end of one calendar year and its opening level at the beginning of the following calendar year.

 

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any day are limited under the rules of the Stock Market Division of the Korea Exchange to 15% of the previous day’s closing price of the shares, rounded down as set out below:

 

Previous Days’ Closing Price


   Rounded Down To

Less than (Won)5,000

   (Won) 5

(Won)5,000 to less than (Won)10,000

   (Won) 10

(Won)10,000 to less than (Won)50,000

   (Won) 50

(Won)50,000 to less than (Won)100,000

   (Won) 100

(Won)100,000 to less than (Won)500,000

   (Won) 500

(Won)500,000 or more

   (Won) 1,000

 

As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.

 

Due to a deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the Stock Market Division of the Korea Exchange by the securities companies. In addition, a securities transaction tax will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares at the rate of 0.15% if such transfer is made through the Stock Market Division of the Korea Exchange. A special agricultural and fishery tax of 0.15% of the sales prices will also be imposed on transfer of these shares and securities on the Stock Market Division of the Korea Exchange. See “Item 10. Additional Information—Item 10.A. Taxation—Korean Taxation.”

 

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The number of companies listed on the Stock Market Division of the Korea Exchange, the corresponding total market capitalization at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table:

 

     Market Capitalization
on the Last Day of Each Period

   Average Daily Trading
Volume, Value

Year


   Number of
Listed
Companies


   (Billions
of Won)


   (Millions
of
Dollars)(1)

   Thousands
of Shares


   (Millions
of Won)

   (Thousands
of

Dollars)(1)

1983

   328    3,490    4,387    9,325    5,941    7,468

1984

   336    5,149    6,223    14,847    10,642    12,862

1985

   342    6,570    7,381    18,925    12,315    13,834

1986

   355    11,994    13,924    31,755    32,870    38,159

1987

   389    26,172    33,033    20,353    70,185    88,583

1988

   502    64,544    94,348    10,367    198,364    289,963

1989

   626    95,477    140,490    11,757    280,967    414,430

1990

   669    79,020    110,301    10,866    183,692    256,411

1991

   686    73,118    96,107    14,022    214,263    281,629

1992

   688    84,712    107,448    24,028    308,246    390,977

1993

   693    112,665    139,420    35,130    574,048    710,367

1994

   699    151,217    191,730    36,862    776,257    984,223

1995

   721    141,151    182,201    26,130    487,762    629,613

1996

   760    117,370    139,031    26,571    486,834    575,680

1997

   776    70,989    50,162    41,525    555,759    392,707

1998

   748    137,799    114,091    97,716    660,429    546,803

1999

   725    349,504    305,137    278,551    3,481,620    3,039,655

2000

   704    188,042    149,275    306,163    2,602,211    2,065,739

2001

   689    255,850    192,934    473,241    1,997,420    1,506,237

2002

   683    258,681    215,496    857,245    3,041,598    2,533,815

2003

   684    355,363    296,679    542,010    2,216,636    1,850,589

2004

   683    412,588    395,275    372,895    2,232,109    2,138,445

2005

   702    655,075    646,158    467,629    3,157,662    3,114,679

2006

   731    704,588    757,948    279,096    3,435,180    3,695,331

2007

   745    951,900    1,017,205    363,732    5,539,588    5,917,731

2008 (through June 27)

   759    855,461    890,534    303,519    5,270,864    5,486,966

Source: The Stock Market Division of the Korea Exchange
(1) Converted at the Concentration Base Rate of The Bank of Korea or the Market Average Exchange Rate as announced by the Seoul Money Brokerage Services Limited, as the case may be, at the end of the periods indicated.

 

The Korean securities markets are principally regulated by the Financial Services Commission of Korea and the Securities and Exchange Act. The Securities and Exchange Act was amended fundamentally numerous times in recent years to broaden the scope and improve the effectiveness of official supervision of the securities markets. As amended, the law imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.

 

Further Opening of the Korean Securities Market

 

A stock index futures market was opened on May 3, 1996 and a stock index option market was opened on July 7, 1997, in each case at the Stock Market Division of the Korea Exchange. Remittance and repatriation of funds in connection with investment in stock index futures and options are subject to regulations similar to those that govern remittance and repatriation in the context of foreign investment in Korean stocks.

 

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Starting from May 1, 1996, foreign investors were permitted to invest in warrants representing the right to subscribe for shares of a company listed on the Stock Market Division of the Korea Exchange or registered on the KOSDAQ Market Division of the Korea Exchange, subject to certain investment limitations. A foreign investor may not acquire such warrants with respect to shares of a class of a company for which the ceiling on aggregate investment by foreigners has been reached or exceeded.

 

As of December 30, 1997, foreign investors were permitted to invest in all types of corporate bonds, bonds issued by national or local governments and bonds issued in accordance with certain special laws without being subject to any aggregate or individual investment ceiling. The Financial Services Commission sets forth procedural requirements for such investments. The Government announced on February 8, 1998 its plans for the liberalization of the money market with respect to investment in money market instruments by foreigners in 1998. According to the plan, foreigners have been permitted to invest in money market instruments issued by corporations, including commercial paper, starting February 16, 1998 with no restrictions as to the amount. Starting May 25, 1998, foreigners have been permitted to invest in certificates of deposit and repurchase agreements.

 

Currently, foreigners are permitted to invest in securities including shares of all Korean companies which are not listed on the Stock Market Division of the Korea Exchange nor registered on the KOSDAQ Market Division of the Korea Exchange and in bonds which are not listed.

 

Protection of Customer’s Interest in Case of Insolvency of Securities Companies

 

Under Korean law, the relationship between a customer and a securities company in connection with a securities sell or buy order is deemed to be consignment and the securities acquired by a consignment agent (i.e., the securities company) through such sell or buy order are regarded as belonging to the customer in so far as the customer and the consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or reorganization procedure involving a securities company, the customer of the securities company is entitled to the proceeds of the securities sold by the securities company.

 

When a customer places a sell order with a securities company which is not a member of the Stock Market Division of the Korea Exchange and this securities company places a sell order with another securities company which is a member of the Stock Market Division of the Korea Exchange, the customer is still entitled to the proceeds of the securities sold received by the non-member company from the member company regardless of the bankruptcy or reorganization of the non-member company.

 

Under the Securities and Exchange Act, the Stock Market Division of the Korea Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by its members. If a securities company which is a member of the Stock Market Division of the Korea Exchange breaches its obligation in connection with a buy order, the Stock Market Division of the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member. Therefore, the customer can acquire the securities that have been ordered to be purchased by the breaching member.

 

When a customer places a buy order with a non-member company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from the member company because the purchased securities are regarded as belonging to the customer in so far as the customer and the non-member company’s creditors are concerned.

 

As the cash deposited with a securities company is regarded as belonging to the securities company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the securities company if a bankruptcy or reorganization procedure is instituted against the securities company and, therefore, can suffer from loss or damage as a result. However, the Depositor Protection Act provides that Korea Deposit Insurance Corporation will, upon the request of the investors, pay investors up to Won 50 million in case of the securities company’s bankruptcy, liquidation, cancellation of securities business license or other

 

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insolvency events. Pursuant to the Securities and Exchange Act, as amended, securities companies are required to deposit the cash received from its customers to the extent the amount not covered by the insurance with the Korea Securities Finance Corporation, a special entity established pursuant to the Securities and Exchange Act.

 

Set-off or attachment of cash deposits by securities companies is prohibited. The premiums related to this insurance are paid by securities companies.

 

Item 9.D. Selling Shareholders

 

Not applicable.

 

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 1,000,000,000 shares, which consists of shares of common stock, par value Won 5,000 per share (“Common Shares”) and shares of non-voting preferred stock, par value Won 5,000 per share (“Non-Voting Shares”). Common Shares and Non-Voting Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Shares up to one-fourth of our total issued capital stock. As of December 31, 2007, 275,202,400 Common Shares were issued, of which 71,515,577 shares were held by the treasury stock fund or us as treasury shares. We have never issued any Non-Voting Shares. All of the issued 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

 

This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the Korean Securities and Exchange Act of 1962 (the “Securities and Exchange Act”), the Commercial Code and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the Securities and Exchange Act and the Commercial Code. We have filed copies of our articles of incorporation and these laws as exhibits to registration statements under the Securities Act or the Securities Exchange Act previously filed by us.

 

Dividends

 

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. No dividends are distributed with respect to shares held by us or our treasury stock fund. The Common Shares represented by the ADSs have the same dividend rights as other outstanding Common Shares.

 

Holders of Non-Voting Shares are entitled to receive dividends in priority to the holders of Common Shares in an amount of not less than 9% of the par value of the Non-Voting Shares as determined by the board of directors at the time of their issuance, provided that if the dividends on the Common Shares exceed those on the Non-Voting Shares, the Non-Voting Shares will also participate in the distribution of such excess dividend amount in the same proportion as the Common Shares. If the amount available for dividends is less than the

 

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aggregate amount of such minimum dividend, the holders of Non-Voting Shares will be entitled to receive such accumulated unpaid dividend in priority to the holders of Common Shares from the dividends payable in respect of the next fiscal year.

 

We declare dividends annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders of record as of the end of the preceding fiscal year. We may distribute the annual dividend in cash or in Shares. However, a dividend of Shares must be distributed at par value. If the market price of the Shares is less than their par value, dividends in Shares may not exceed one-half of the annual dividend. We may pay interim dividends in cash once a year to shareholders or registered pledgees who are registered in the registry of shareholders as of June 30 of each fiscal year by a resolution of the board of directors. We have no obligation to pay any annual dividend unclaimed for five years from the payment date.

 

Under the Commercial Code, we may pay our dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (1) our stated capital and (2) the total amount of our capital surplus reserve and legal reserve accumulated up to the end of the relevant dividend period. In addition, we may not pay any dividend unless we have set aside as legal reserve an amount equal to at least 10% of the cash portion of the dividend or unless we have accumulated a legal reserve of not less than one-half of our stated capital. Financial Services Commission regulations applicable to companies listed on the Stock Market Division of the Korea Exchange requires us to set aside specified amounts as financial structure improvement reserve until the ratio of our shareholders’ equity to the total assets reaches 30.0%. 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, on terms our board of directors may determine. Subject to the limitation described in “Limitation on Shareholdings” below, 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 notice to all persons who are entitled to exercise preemptive rights regarding new Shares and their transferability at least two weeks before the relevant record date. Our board of directors may determine how to distribute Shares for which preemptive rights have not been exercised or where fractions of Shares occur.

 

Under the Commercial Code, it is required that the new Shares, convertible bonds or bonds with warrants be issued to persons other than the existing shareholders solely for the purpose of achieving managerial objectives. 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:

 

   

publicly offered pursuant to the Securities and Exchange Act;

 

   

issued to members of our employee stock ownership association;

 

   

represented by depositary receipts;

 

   

issued upon exercise of stock options granted to our officers and employees;

 

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issued through an offering to public investors, the amount of which is no more than 10% of the issued Shares;

 

   

issued in order to satisfy specific needs such as strategic alliance, inducement of foreign funds or new technology, improvement of financial structure or other capital raising requirement; or

 

   

issued to domestic or foreign financial institutions when necessary for raising funds in emergency cases.

 

In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 2,000 billion, to persons other than existing shareholders in situations described above.

 

Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20.0% of the Shares publicly offered pursuant to the Securities and Exchange Act. 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 then exceed 20.0% of the total number of Shares then issued (including in such total both: (i) all issued and outstanding Shares at the time the preemptive rights are exercised; and (ii) all Shares to be newly issued in the applicable share issuance transaction in connection with which such preemptive rights are exercised). As of December 31, 2007, 5.6% of the issued Shares were held by members of our employee stock ownership association.

 

Limitation on Shareholdings

 

The Telecommunications Business Act permits maximum aggregate foreign shareholding in us to be 49.0% of our total issued and outstanding Shares with voting rights (including equivalent securities with voting rights, e.g., depositary certificates and certain other equity interests). For the purposes of the foregoing, a shareholder is a “foreign shareholder” if such shareholder is: (1) a foreign person; (2) a foreign government; or (3) a company whose largest shareholder is a foreign person (including any “specially related persons” as determined under the Securities and Exchange Act) or a foreign government, in circumstances where (i) such foreign person or foreign government holds, in aggregate, 15.0% or more of such company’s total voting shares, and (ii) such company holds at least 1.0% of our total issued and outstanding Shares with voting rights. For the avoidance of doubt, all of conditions (i) to (ii) in the foregoing item (3) must exist for such a company to be counted as a “foreign shareholder” for the purposes of calculating whether the 49.0% foreign shareholding threshold is reached under the Telecommunications Business Act. In addition, the Telecommunications Business Act prohibits a foreign shareholder from being our largest shareholder if such shareholder owns 5.0% or more of our Shares with voting rights. For the purposes of this restriction, any two or more foreign persons or foreign governments who enter into an agreement to act in concert in the exercise of their voting rights will be counted together and prohibited from becoming our largest shareholder in the event that they collectively hold 5.0% or more of our Shares. The Foreign Investment Promotion Act also prohibits any foreign shareholder from being our largest shareholder, if such shareholder owns 5.0% or more of our Shares with voting rights. For the purposes of this restriction under the Foreign Investment Promotion Act, a “foreign shareholder” is defined in the same manner as described above with respect to the foreign shareholding restriction under the Telecommunications Business Act, provided, however, that no exception is made under the Foreign Investment Promotion Act regulations for companies that own less than 1.0% of our Shares (see item (3)(ii) above in this paragraph). A foreigner who has acquired the Shares in excess of such ceiling described above may not exercise its voting rights for shares in excess of such limitation, and the Korea Communications Commission may require corrective measures to comply with the ownership restrictions.

 

General Meeting of Shareholders

 

We hold the annual general meeting of shareholders within three months after the end of each fiscal year. Subject to a board resolution or court approval, we may hold an extraordinary general meeting of shareholders:

 

   

as necessary;

 

   

at the request of holders of an aggregate of 3.0% or more of our issued Common Shares;

 

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at the request of shareholders holding an aggregate of 1.5% or more of our issued Shares for at least six months; or

 

   

at the request of our audit committee.

 

Holders of Non-Voting Shares may request a general meeting of shareholders only after the Non-Voting Shares become entitled to vote or are enfranchised, as described under “—Voting Rights” below.

 

We must give shareholders written notice setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of less than 1.0% of the total number of issued and outstanding Common Shares, we may give notice by placing at least two public notices in at least two daily newspapers at least two weeks in advance of the meeting. Currently, we use Seoul Shinmun, Maeil Business Newspaper and The Korea Economic Daily published in Seoul for this purpose. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of Non-Voting Shares, unless enfranchised, are not entitled to receive notice of general meetings of shareholders, but may attend such meetings.

 

Our general meetings of shareholders are held at our head office, in Sungnam, or if necessary, may be held anywhere near our head office or in Seoul.

 

Voting Rights

 

Holders of our Common Shares are entitled to one vote for each Common Share, except that voting rights of Common Shares held by us, or by a corporate shareholder that is more than 10.0% owned by us either directly or indirectly, may not be exercised. The Commercial Code permits cumulative voting, under which voting method each shareholder has 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 articles of incorporation permit cumulative voting at our shareholders’ meeting. Under the Securities and Exchange Act, any shareholder holding shares equivalent to not less than 1/100 of the total number of shares issued may apply to us for selecting and appointing such directors by cumulative voting.

 

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 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 outstanding:

 

   

amending our articles of incorporation;

 

   

removing a director;

 

   

reduction of our capital stock;

 

   

effecting any dissolution, merger or consolidation of us;

 

   

transferring the whole or any significant part of our business;

 

   

effecting our acquisition of all of the business of any other company or our acquisition of a part of the business of any other company which will significantly affect our business; or

 

   

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

 

In general, holders of Non-Voting Shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders. However, in the case of amendments to our articles of incorporation, any merger or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Shares, approval of the holders of Non-Voting Shares is required. We may obtain such approval by a resolution of holders of at least two-thirds of the Non-Voting Shares present or represented at a class meeting of the holders of

 

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Non-Voting Shares, where the affirmative votes also represent at least one-third of our total outstanding Non-Voting Shares. In addition, if we are unable to pay dividends on Non-Voting Shares as provided in our articles of incorporation, the holders of Non-Voting Shares will become enfranchised and will be entitled to exercise voting rights until those dividends are paid. The holders of enfranchised Non-Voting Shares have the same rights as holders of Common Shares to request, receive notice of, attend and vote at a general meeting of shareholders.

 

Shareholders may exercise their voting rights by proxy. The proxy must present a document evidencing an appropriate power of attorney prior to the start of the general meeting of shareholders. Additionally, shareholders may exercise their voting rights in abstentia by submission of signed write-in voting forms. To make it possible for our shareholders to proceed with voting on a write-in basis, we are required to attach the appropriate write-in voting form and related informational material to the notices distributed to shareholders for convening the relevant general meeting of shareholders. Any of our shareholders who desires to vote on such write-in basis must submit their completed and signed write-in voting forms to us no later than one day prior to the date that the relevant general meeting of shareholders is convened.

 

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. See “Item 12. Description of Securities Other than Equity Securities—Description of American Depositary Shares—Voting Rights.”

 

Rights of Dissenting Shareholders

 

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. To exercise this right, shareholders 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 Stock Market Division of 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 Stock Market Division of the Korea Exchange for the one month period before the date of the adoption of the relevant board resolution and (3) the weighted average of the daily Share price on the Stock Market Division of the Korea Exchange for the one week period before the date of the adoption of the relevant board resolution. However, the Financial Services Commission may intervene to adjust this price if we or any group of shareholders who hold in aggregate 30.0% or more of the total number of Shares that we are requested to purchase from dissenting shareholders do not accept the purchase price. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common stock and become our direct shareholders.

 

Register of Shareholders and Record Dates

 

Our transfer agent, Kookmin Bank, maintains the register of our shareholders at its office in Seoul, Korea. It registers transfers of Shares on the register of shareholders on presentation of the Share certificates.

 

The record date for annual dividends is December 31. For the purpose of determining the shareholders entitled to annual dividends, the register of shareholders may be closed for the period from the day after the record date to January 31 of the following year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the Shares, we may, on at least two weeks’ public notice, set a record date and/or close the register of shareholders for not more than three months. The trading of Shares and the delivery of share certificates may continue while the register of shareholders is closed.

 

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Annual Reports

 

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

 

Under the Securities and Exchange Act, we must file with the Financial Services Commission and the Stock Market Division of the Korea Exchange (1) an annual report within 90 days after the end of our fiscal year and (2) interim reports with respect to the three month period, six month period and nine month period from the beginning of each fiscal year within 45 calendar days following the end of each period. Copies of these reports are or will be available for public inspection at the Financial Services Commission and the Stock Market Division of the Korea Exchange.

 

Transfer of Shares

 

Under the Commercial Code, the transfer of Shares is effected by delivery of share certificates. However, to assert shareholders’ rights against us, the transferee must have his name and address registered on our register of shareholders. For this purpose, a shareholder is required to file his name, address and seal with our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his behalf in Korea and file a mailing address in Korea. The above requirements do not apply to the holders of ADSs.

 

Under current Korean regulations, Korean securities companies and banks, including licensed branches of non-Korean securities companies and banks, investment management companies, futures trading companies, internationally recognized foreign custodians and the Korea Securities Depository may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of Shares by non-residents or non-Koreans. See “Item 10. Additional Information—Item 10.D. Exchange Controls.”

 

Our transfer agent is Kookmin Bank, located at 24-3, Yoido-dong, Youngdungpo-ku, Seoul, Korea.

 

Acquisition of Shares by Us

 

We may not acquire our own Shares except in limited circumstances, such as a reduction in capital. In addition, we may acquire Shares (including equivalent securities with voting rights, e.g., depository certificates and certain other equity interests), directly or indirectly through a trustee pursuant to the Trust Business Act Supervisory Regulations, through purchases on the Stock Market Division of the Korea Exchange or through a tender offer. We may also acquire interests in our own Shares pursuant to (i) a trust agreement entered into with a asset management company established under the Indirect Investment Asset Management Business Act or with a trust company established under the Trust Business Act or (ii) indirectly by a contract for acquisition of shares issued by an investment company established under the Indirect Investment Asset Management Business Act and which investment company may from time to time hold Shares issued by us. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year, subject to certain procedural requirements, provided that, in case of acquisition of our own Shares by us for the purpose of cancellation, the aggregate purchase price may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year minus certain reserves.

 

In general, corporate entities in which we own a 50.0% or more equity interest may not acquire our Shares.

 

As of December 31, 2007, there were 71,515,577 treasury shares. Our treasury stock fund held 1,259,170 treasury shares as of December 31, 2007.

 

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Liquidation Rights

 

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

 

Item 10.C. Material Contracts

 

None.

 

Item 10.D. Exchange Controls

 

General

 

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively the “Foreign Exchange Transaction Laws”) regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities only in compliance with the provisions of, and to the extent specifically allowed by, these laws or otherwise permitted by the Ministry of Strategy and Finance. The Financial Services Commission has also adopted, pursuant to its authority under the Korean Securities and Exchange Act, regulations that control investment by foreigners in Korean securities and regulate the issuance of securities outside Korea by Korean companies.

 

Under the Foreign Exchange Transaction Laws, if the Government deems that certain emergency circumstances, including, but not limited to, the outbreak of natural calamities, wars or grave and sudden changes in domestic or foreign economies, are likely to occur, the Ministry of Strategy and Finance may temporarily suspend the transactions where Foreign Exchange Transaction Laws are applicable, or impose an obligation to deposit or sell capital to certain Korean governmental agencies or financial institutions. In addition, if the Government deems that it is confronted or is likely to be confronted with serious difficulty in movement of capital between Korea and abroad which will bring serious obstacles in carrying out its currency policies, exchange rate policies and other macroeconomic policies, the Ministry of Strategy and Finance may take measures to require any person who performs transactions to deposit such capital to certain Korean governmental agencies or financial institutions.

 

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 the Ministry of Strategy and Finance if our securities and borrowings denominated in foreign currencies issued during the one-year period preceding such filing date exceed US$30 million in aggregate. 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 or with the consent of 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. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to deposit those shares and obtain ADRs.

 

Reporting Requirements for Holders of Substantial Interests

 

Any person whose direct or beneficial ownership of shares, whether in the form of shares or ADSs, certificates representing the rights to subscribe for Shares and equity-related debt securities including convertible

 

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bonds and bonds with warrants (collectively, the “Equity Securities”) together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person accounts for 5.0% or more of the total issued Equity Securities is required to report the status of the holdings to the Financial Services Commission and the Stock Market Division of the Korea Exchange within five business days after reaching the 5.0% ownership interest. In addition, any change in the ownership interest subsequent to the report which equals or exceeds 1.0% of the total issued Equity Securities is required to be reported to the Financial Services Commission and the Stock Market Division of the Korea Exchange within five business days from the date of the change. The required information to be included in the 5.0% report may be different if the acquisition of such shareholding interest is for the purpose of exercising influence over the management, as opposed to an acquisition for investment purposes.

 

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 unreported ownership of Equity Securities exceeding 5.0%. Furthermore, the Financial Services Commission may issue an order to dispose of non-reported Equity Securities.

 

Restrictions Applicable to ADSs

 

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery inside Korea of shares in connection with the withdrawal, provided that a foreigner who intends to acquire the shares must obtain an investment registration certificate from the Financial Supervisory Service as described below. In general, the acquisition of the shares by a foreigner must be reported by the foreigner or his standing proxy in Korea immediately to the Governor of the Financial Supervisory Service; provided, however, that in cases where a foreigner acquires shares through the exercise of rights as a holder of ADSs (or other depositary certificates), the foreigner must cause such report to the Governor of the Financial Supervisory Service to be filed by the Korea Securities Depository.

 

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

 

Restrictions Applicable to Shares

 

As a result of amendments to the Foreign Exchange Transaction Laws and Financial Services Commission regulations adopted in connection with the stock market opening from January 1992, which we refer to collectively as the Investment Rules, foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the Stock Market Division of the Korea Exchange or registered on the KOSDAQ Market Division of the Korea Exchange, unless prohibited by specific laws. Foreign investors may trade shares listed on the Stock Market Division of the Korea Exchange or registered on the KOSDAQ Market Division of the Korea Exchange only through the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange, except in limited circumstances, including:

 

   

odd-lot trading of shares;

 

   

acquisition of shares (“Converted Shares”) by exercise of warrant, conversion right under convertible bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company;

 

   

acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends; and

 

   

over-the-counter transactions between foreigners of a class of shares for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded.

 

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For over-the-counter transactions of shares between foreigners outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange for shares with respect to which the limit on aggregate foreign ownership has been reached or exceeded, a securities company licensed in Korea must act as an intermediary. Odd-lot trading of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange must involve a licensed securities company in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions through borrowing shares from a securities company with respect to shares which are subject to a foreign ownership limit.

 

The Investment Rules require a foreign investor who wishes to invest in shares on the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange (including Converted Shares) to register its identity with the Financial Supervisory Service prior to making any such investment; however, the registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition of the Converted Shares. Upon registration, the Financial Supervisory Service will issue to the foreign investor an investment registration certificate that must be presented each time the foreign investor opens a brokerage account with a securities company. Foreigners eligible to obtain an investment registration certificate include foreign nationals who are individuals residing abroad for more than six months, foreign governments, foreign municipal authorities, foreign public institutions, international financial institutions or similar international organizations, corporations incorporated under foreign laws and any person in any additional category designated by decree of the Ministry of Strategy and Finance. All Korean offices of a foreign corporation as a group are treated as a separate entity from the offices of the corporation outside Korea. However, a foreign corporation or depositary bank issuing depositary receipts may obtain one or more investment registration certificates in its name in certain circumstances as described in the relevant regulations.

 

Upon a foreign investor’s purchase of shares through the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange, no separate report by the investor is required because the investment registration certificate system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange (as discussed above) must be reported by the foreign investor or his standing proxy to the Governor of the Financial Supervisory Service at the time of each such acquisition or sale; provided, however, that in cases where a foreigner acquires shares through the exercise of rights as a holder of ADSs (or other depositary certificates), the foreigner must cause such report to the Governor of the Financial Supervisory Service to be filed by the Korea Securities Depository; and further provided that a foreign investor must ensure that any acquisition or sale by it of shares outside the Stock Market Division of the Korea Exchange or the KOSDAQ Market Division of the Korea Exchange in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor of the Financial Supervisory Service by the securities company engaged to facilitate such transaction. A foreign investor must appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks, including domestic branches of foreign banks, securities companies, including domestic branches of foreign securities companies, asset management companies, futures trading companies and internationally recognized custodians that 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 of the Financial Supervisory Service in cases deemed inevitable by reason of conflict between laws of Korea and the home country of the foreign investor.

 

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. Only foreign exchange banks, including domestic branches of foreign banks, securities companies, including domestic branches of foreign securities companies, the Korea Securities Depository, asset management companies, futures trading companies and internationally recognized custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its

 

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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 of the Financial Supervisory Service in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

 

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public corporations are subject to a 40.0% ceiling on the acquisition of shares by foreigners in the aggregate and a ceiling on the acquisition of shares by a single foreign investor pursuant to the articles of incorporation of such corporation. Currently, Korea Electric Power Corporation is the only designated public corporation which has set such a ceiling. Furthermore, an investment by a foreign investor of not less than 10.0% of the issued shares with voting rights of a Korean company is defined as a direct foreign investment under the Foreign Investment Promotion Act, which is, in general, subject to the report to, and acceptance, by the Ministry of Commerce, Industry and 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. A foreigner who has acquired shares of our common stock in excess of this ceiling may not exercise his voting rights with respect to the shares of our common stock exceeding the limit.

 

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 at a securities company. Funds in the foreign currency account may be remitted abroad without any governmental approval.

 

Dividends on Shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s securities company 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.

 

The securities companies and asset management companies are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these securities companies and asset management companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a 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 the Republic of Korea as in effect on the date of this annual report on Form 20-F, and is subject to any change in United States or Korean law that may come into effect after such date. Investors in the shares of common stock or ADSs are advised to consult their own tax advisers as to the United States, Korean or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any national, state or local tax laws.

 

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Korean Taxation

 

The following summary of Korean tax considerations applies to you as long as you are not:

 

   

a resident of Korea;

 

   

a corporation organized under Korean law; or

 

   

engaged in a trade or business in Korea through a permanent establishment or a fixed base.

 

Shares or ADSs

 

Dividends on Shares of Common Stock or ADSs

 

Unless an applicable tax treaty provides otherwise, we will deduct Korean withholding tax from dividends paid to you either in cash or shares at a rate of 27.5%. If you are a resident of a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax under such a treaty. For example, if you are a qualified resident of the United States for purposes of the US-Korea Tax Treaty (the “Treaty”) and you are the beneficial owner of a dividend, a reduced withholding tax rate of 16.5% generally will apply. You will not be entitled to claim treaty benefits if you are not the beneficial owner of a dividend.

 

In order to obtain the benefits of a reduced withholding tax rate under a tax treaty, you must submit to us, prior to the dividend payment date, such evidence of tax residence as may be required by the Korean tax authorities. In the case of ADSs, evidence of tax residence may be submitted to us through the depositary. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have tax withheld at a lower rate.

 

If we distribute to you free shares representing a transfer of certain capital reserves or asset revaluation reserves into paid-in capital, that distribution may be a deemed dividend subject to Korean tax.

 

Capital Gains

 

Capital gain from a sale of shares of common stock will generally be exempt from Korean taxation if you have owned, together with certain related parties, less than 25.0% of our total issued shares during the year of sale and the five calendar years before the year of sale, and the sale is made through the Stock Market Division of the Korea Exchange. Capital gain earned by a non-Korean holder from a sale of ADSs outside of Korea are exempt from Korean taxation by virtue of the Special Tax Treatment Control Law of Korea (the “STTCL”), provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL.

 

If you are subject to tax on capital gain from a sale of ADSs, or shares of common stock that you acquired as a result of a withdrawal, your gain will be calculated based on your cost of acquiring the ADSs representing the shares of common stock, although there are no specific Korean tax provisions or rulings on this issue. In the absence of the application of a tax treaty that exempts tax on capital gain, the amount of Korean tax imposed on such capital gains will be the lesser of 11.0% of the gross realization proceeds or, subject to the production of satisfactory evidence of the acquisition cost and the transaction costs of the ADSs, 27.5% of the net capital gain.

 

If you sell your shares of common stock or ADSs, the purchaser or, in the case of a sale of shares of common stock on the Stock Market Division of the Korea Exchange or through a licensed securities company in Korea, the licensed securities company, is required to withhold Korean tax from the sales price in an amount equal to 11% of the gross realization proceeds and to make payment thereof to the Korean tax authorities, unless you establish your entitlement to an exemption of taxation under an applicable tax treaty or produce satisfactory evidence of your acquisition cost and the transaction costs for the shares of common stock or ADSs. In order to obtain the benefit of an exemption of tax pursuant to a tax treaty, you must submit to the purchaser or the securities company (or through the depositary), as the case may be, prior to the first payment, an exemption application, together with a certificate of your tax residence issued by a competent authority of your residence

 

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country. This requirement will not apply to exemptions under Korean tax law. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have taxes withheld at a lower rate.

 

Inheritance Tax and Gift Tax

 

Korean inheritance tax is imposed upon (a) all assets (wherever located) of the deceased if at the time of his death he was domiciled in Korea and (b) 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. Taxes are currently imposed at the rate of 10% to 50% if the value of the relevant property is above a certain limit and vary according to the identity of the parties involved.

 

Under Korean Inheritance and Gift Tax Law, shares issued by a Korean corporation are deemed located in Korea irrespective of where they are physically located or by whom they are owned. It remains unclear whether, for Korean inheritance and gift tax purposes, a non-resident holder of ADSs will be treated as the owner of the shares underlying the ADSs. If such non-resident is treated as the owner of the shares, the heir or donee of such non-resident (or in certain circumstances, the non-resident as the donor) will be subject to Korean inheritance or gift tax at the same rate as described above.

 

Securities Transaction Tax

 

If you transfer shares of common stock on the Stock Market Division of the Korea Exchange, you will be subject to securities transaction tax at a rate of 0.15% and an agriculture and fishery special tax at a rate of 0.15%, calculated based on the sales price of the shares. If you transfer shares of common stock and your transfer is not made on the Stock Market Division of the Korea Exchange you will generally be subject to the securities transaction tax at a rate of 0.5% and will generally not be subject to the agriculture and fishery special tax. Transfers of ADSs will not be subject to either the securities transaction tax or the agriculture and fishery special tax.

 

With respect to transfer of ADSs, a tax ruling recently issued by the Korean tax authority appears to hold that depositary receipts (such as the ADSs) constitute share certificates subject to the securities transaction tax; provided that, under the Securities Transaction Tax Law, the transfer of depositary receipts listed on the New York Stock Exchange, the Nasdaq National Market or other qualified foreign exchanges is exempt from the securities transaction tax. In the past, only depositary receipts listed on foreign stock exchanges were exempt from securities transaction tax. However, a Korean court ruled on May 17, 2007 that all depositary receipts, regardless of whether such depositary receipts are listed on any foreign stock exchange, are exempt from securities transaction tax. Such court decision is presently being appealed by the relevant tax office. In the event the Supreme Court of Korea affirms such decision, it is expected that all depositary receipts, even if not listed on a foreign stock exchange, will be exempt from securities transaction tax.

 

United States Federal Income Taxation

 

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

 

   

a dealer in securities or currencies;

 

   

a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings;

 

   

a bank;

 

   

a life insurance company;

 

   

a tax-exempt organization;

 

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a person that holds shares of common stock or ADSs that are a hedge or that are hedged against interest rate or currency risks;

 

   

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; or

 

   

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

 

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

 

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

 

For purposes of this summary, you are a “U.S. holder” if you are a beneficial owner of shares of common stock or ADSs that is:

 

   

a citizen or resident of the United States;

 

   

a U.S. domestic corporation; or

 

   

subject to U.S. federal income tax on a net income basis with respect to income from the shares of common stock or ADSs.

 

The Shares of Common Stock and ADSs

 

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

 

Dividends

 

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

 

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual prior to January 1, 2011 with respect to the ADSs and common stock will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends paid on the ADSs and common stock will be treated as qualified dividends if (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purposes of the qualified dividend rules and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (“PFIC”). The income tax treaty between Korea and the United States (the “Treaty”) has been approved for the purposes of the qualified dividend rules. Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2006 or 2007 taxable

 

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year. In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2008 taxable year. You should consult your own tax advisers regarding the availability of the reduced dividend tax rate in the light of your own particular circumstances.

 

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

 

Sales and Other Dispositions

 

For U.S. federal income tax purposes, gain or loss that you realize on the sale or other disposition of shares of common stock or ADSs will be capital gain or loss, and will be long-term capital gain or loss if the shares of common stock or ADSs were held for more than one year. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at reduced rates.

 

Foreign Tax Credit Considerations

 

You should consult your own tax advisers to determine whether you are subject to any special rules that limit your ability to make effective use of foreign tax credits, including the possible adverse impact of failing to take advantage of benefits under the income tax treaty between the United States and Korea. If no such rules apply, you generally may claim a credit, up to any applicable reduced rates provided under the Treaty, against your U.S. federal income tax liability for Korean taxes withheld from dividends on shares of common stock or ADSs, so long as you have owned the shares of common stock or ADSs (and not entered into specified kinds of hedging transactions) for at least a 16-day period that includes the ex-dividend date. Instead of claiming a credit, you may, at your election, deduct such Korean taxes in computing your taxable income, subject to generally applicable limitations under U.S. tax law. You may not be able to use the foreign tax credit associated with any Korean withholding tax imposed on a distribution of additional shares that is not subject to U.S. tax unless you can use the credit against United States tax due on other foreign-source income.

 

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

 

The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involve the application of complex rules that depend on a U.S. holder’s particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.

 

U.S. Information Reporting and Backup Withholding Rules

 

Payments in respect of the shares of common stock or ADSs that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (1) is a corporation or other exempt recipient or (2) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of its non-U.S. status in connection with payments received within the United States or through a U.S.-related financial intermediary.

 

Item 10.F. Dividends and Paying Agents

 

See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Dividends” for information concerning our dividend policies and our payment of dividends. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association—Dividends” for a discussion of

 

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the process by which dividends are paid on our common shares. See “Item 12. Description of Securities Other than Equity Securities—Description of American Depositary Shares—Dividends and Distributions” for a discussion of the process by which dividends are paid on our ADSs. The paying agent for payment of our dividends on ADSs in the United States is Citibank, N.A.

 

Item 10.G. Statements by Experts

 

Not applicable.

 

Item 10.H. Documents on Display

 

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended, and, in accordance therewith, are required to file reports, including annual reports on Form 20-F, and other information with the U.S. Securities and Exchange Commission. These materials, including this annual report and the exhibits thereto, may be inspected and copied at the Commission’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. We are required to make filings with the Commission by electronic means, which will be available to the public over the Internet at the Commission’s web site at http://www.sec.gov.

 

Item 10.I. Subsidiary Information

 

Not applicable.

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to foreign exchange rate and interest rate risks primarily associated with underlying liabilities, and to equity price risk as a result of our investment in equity-linked securities. Following evaluation of these positions, we (including KTF) selectively enter into derivative financial instruments to manage the related risk exposures. These contracts are entered into with major financial institutions, thereby minimizing the risk of credit loss. The activities of our finance division are subject to policies approved by our foreign exchange and interest rate risk management committee. These policies address the use of derivative financial instruments, including the approval of counterparties, setting of limits and investment of excess liquidity. Our general policy is to hold or issue derivative financial instruments only for hedging purposes.

 

Exchange Rate Risk

 

Substantially all of our cash flow is denominated in Won. We are exposed to foreign exchange risk related to foreign currency denominated liabilities and anticipated foreign exchange payments. Anticipated foreign exchange payments, mostly in Dollars, relate primarily to payments of foreign currency denominated debt, net settlements paid to foreign telecommunication carriers and payments for equipment purchased from foreign suppliers.

 

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In 2006 and 2007, we entered into various currency-related derivative contracts with various financial institutions, including the following:

 

Transaction Type


  

Financial Institution


  

Description


Currency swap contracts

   J.P. Morgan and others    Exchange foreign currency cash flow for local currency cash flow for a specified period

Combined interest rate and currency swap contracts

   Merrill Lynch and others    Exchange foreign currency-denominated fixed or variable interest rate payments for local currency-denominated variable or fixed interest rate payments

Currency forward contracts

   Kookmin Bank    Exchange a specified currency at an agreed exchange rate at a specified date

Currency futures contracts

   Dong Yang Futures Trading    Futures contract that specifies the price at which a specified currency can be purchased or sold at a future date.

Currency option contracts

   Shinhan Bank    Right to sell or buy a specified currency at the agreed exchange rate during a specified period of time.

 

In 2006, we recognized a valuation loss of Won 85 billion relating to the above contracts. In 2007, we recognized a valuation gain of Won 38 billion and a valuation loss of Won 5 billion in our current earnings and recognized a valuation gain of Won 3 billion in our accumulated other comprehensive income relating to the above contracts. For details of the assets and liabilities recorded relating to above contracts outstanding as of December 31, 2006 and 2007, see Note 32 to the Consolidated Financial Statements.

 

Interest Rate Risk

 

We are also subject to market risk exposure arising from changing interest rates. A reduction of interest rates increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. We use, to a limited extent, interest rate swap contracts and combined interest rate and currency swap contracts 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. We entered into several interest rate swap contracts with JP Morgan and others in which we exchange fixed interest rate payments with variable interest rate payments for a specified period, as well as entered into the combined interest rate and currency swap contracts described above.

 

Under our interest rate swap contracts, we recognized a valuation gain of Won 9 billion and a valuation loss of Won 1 billion in 2006 and a valuation gain of Won 2 billion and a valuation loss of Won 11 billion in 2007. For details of the assets and liabilities recorded relating to our interest rate swap contracts outstanding as of December 31, 2006 and 2007, see Note 32 to the Consolidated Financial Statements.

 

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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, 2007 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency.

 

     Maturities

                                         December 31, 2007

     2008

    2009

    2010

    2011

    2012

    Thereafter

    Total

    Fair Value

     (In Won millions except rates)

Local currency:

                                              

Fixed rate

   1,158,567     1,124,941     1,152,353     850,608     580,608     808,286     5,675,363     5,377,449

Average weighted rate(1)

   4.76 %   4.53 %   3.90 %   3.84 %   7.23 %   5.00 %   4.68 %   —  

Variable rate

   57,429     27,927     26,650     4,373     985     —       117,364     111,502

Average weighted rate(1)

   3.88 %   5.98 %   3.66 %   1.32 %   1.35 %   —       2.94 %   —  
    

 

 

 

 

 

 

 

Sub-total

   1,215,996     1,152,868     1,179,003     854,981     581,593     808,286     5,792,727     5,488,951
    

 

 

 

 

 

 

 

Foreign currency:

                                              

Fixed rate

   25,745     —       —       —       187,640     1,219,660     1,433,045     1,577,053

Average weighted rate(1)

   5.55 %   —       —       —       5.13 %   6.01 %   5.45 %   —  

Variable rate

   4,695     5,636     14,073     —       —       —       24,404     24,013

Average weighted rate(1)

   5.53 %   3.99 %   3.98 %   —       —       —       5.65 %   —  
    

 

 

 

 

 

 

 

Subtotal

   30,440     5,636     14,073     —       187,640     1,219,660     1,457,449     1,601,066
    

 

 

 

 

 

 

 

Total

   1,246,436     1,158,504     1,193,076     854,981     769,233     2,207,946     7,250,176     7,090,017
    

 

 

 

 

 

 

 

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

 

Item 12. Description of Securities Other than Equity Securities

 

Item 12.A. Debt Securities

 

Not applicable.

 

Item 12.B. Warrants and Rights

 

Not applicable.

 

Item 12.C. Other Securities

 

Not applicable.

 

Item 12.D. American Depositary Shares

 

Not applicable.

 

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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

 

Disclosure Controls and Procedures

 

Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2007. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the 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.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

 

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

 

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Our management has completed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007 based on criteria in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2007.

 

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Deloitte Anjin LLC, an independent registered public accounting firm, which also audited our consolidated financial statements as of, and for the year ended December 31, 2007, as stated in their report which is included herein, has issued an attestation report on the effectiveness of our internal control over financial reporting.

 

Attestation Report of the Registered Public Accounting Firm

 

The attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting is furnished in Item 18 of this Form 20-F.

 

Changes in Internal Control Over Financial Reporting

 

There has been no change in our internal control over financial reporting during the year covered by this annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16. [Reserved]

 

Item 16A. Audit Committee Financial Expert

 

At our annual shareholders’ meeting in February 2008, our shareholders elected Gyu-Taeg Oh as a member of the Audit Committee. Our Audit Committee is comprised of Do-Whan Kim, Jeong-Ro Yoon, Jong-Kyoo Yoon and Gyu-Taeg Oh. In addition, they determined and designated that Jong-Kyoo Yoon and Gyu-Taeg Oh are “audit committee financial experts” within the meaning of this Item 16A. The board of directors have approved this newly elected Audit Committee, and reaffirmed the determination by our shareholders that Jong-Kyoo Yoon and Gyu-Taeg Oh are audit committee financial experts and further determined that they are independent within the meaning of applicable SEC rules and the listing standards of the New York Stock Exchange.

 

Item 16B. Code of Ethics

 

We have adopted a code of ethics, as defined in Item 16B. of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, as well as to our directors, other officers and employees. Our code of ethics is available on our web site at www.kt.com. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our web site.

 

Item 16C. Principal Accountant Fees and Services

 

Audit and Non-Audit Fees

 

The following table sets forth the fees billed to us by our independent auditors during the fiscal year ended December 31, 2006 and 2007:

 

     Year Ended
December 31,

     2006

   2007

     (In millions)

Audit fees

   (Won) 3,073    (Won) 3,078

Audit-related fees

     —        —  

Tax fees

     —        —  

Other fees

     —        —  
    

  

Total fees

   (Won) 3,073    (Won) 3,078
    

  

 

Audit fees in the above table are the aggregate fees billed by our auditors in connection with the audit of our annual financial statements and the review of our interim financial statements.

 

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Audit Committee Pre-Approval Policies and Procedures

 

Our audit committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee instead expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our consolidated subsidiaries or us.

 

Item 16D. Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

The following table sets forth the repurchases of common shares by us or any affiliated purchasers during the fiscal year ended December 31, 2007:

 

Period


   Total
Number of
Shares
Purchased


   Average Price
Paid per Share
(In Won)

   Total Number of
Shares
Purchased as Part of
Publicly Announced
Plans


   Maximum Number
of Shares

that May Yet Be
Purchased

Under the Plans

January 1 to January 31

   0    0    0    0

February 1 to February 29

   0    0    0    0

March 1 to March 31

   0    0    0    0

April 1 to April 30

   0    0    0    2,058,000

May 1 to May 31

   24,990    44,312    24,990    2,033,010

June 1 to June 30

   1,881,600    44,434    1,906,590    1,881,600

July 1 to July 31

   151,410    43,873    2,058,000    0

August 1 to August 31

   0    0    0    0

September 1 to September 30

   0    0    0    2,367,000

October 1 to October 31

   1,550,000    43,362    1,550,000    817,000

November 1 to November 30

   517,000    42,333    2,067,000    300,000

December 1 to December 31

   300,000    52,475    2,367,000    0
    
  
  
  

Total

   4,425,000    270,789    9,973,580    9,456,610
    
  
  
  

 

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

 

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PART III

 

Item 17. Financial Statements

 

Not applicable.

 

Item 18. Financial Statements

 

AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF KT CORPORATION

 

     Page

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

   F-1

Report of Independent Registered Public Accounting Firm

   F-2

Report of Independent Registered Public Accounting Firm

   F-3

Consolidated Balance Sheets as of December 31, 2006 and 2007

   F-4

Consolidated Statements of Income for the Years Ended December 31, 2005, 2006 and 2007

   F-8

Consolidated Statements of Cash Flows for the Years Ended December 31, 2005, 2006 and 2007

   F-10

Notes to Consolidated Financial Statements

   F-17

 

AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF KT FREETEL CO., LTD.

 

     Page

Report of Independent Registered Public Accounting Firm

   A-1

Consolidated Balance Sheets as of December 31, 2005 and 2006

   A-2

Consolidated Statements of Income for the Years Ended December 31, 2004, 2005 and 2006

   A-4

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2004, 2005 and 2006

   A-5

Consolidated Statements of Cash Flows for the Years Ended December 31, 2004, 2005 and 2006

   A-7

Notes to Consolidated Financial Statements

   A-11

 

Item 19. Exhibits

 

1      Articles of Incorporation of KT Corporation (English translation) Form of Common Stock Certificate of KT Corporation, par value Won 5,000 per share (including translation in English)
2.1 *    Deposit Agreement dated as of May 25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(i) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
2.2 *    Form of Amendment No. 1 Deposit Agreement dated as of May 25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(ii) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
2.3 *    Letter from Citibank, N.A., as depositary, to the Registrant relating to the pre-release of the American depositary receipts (incorporated herein by reference to the Registrant’s Registration Statement (Registration No. 333-10330) on Form F-6)

 

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2.4    Letter from Citibank, N.A., as depositary, to the Registrant relating to the establishment of a direct registration system for ADSs and the issuance of uncertified ADSs as part of the direct registration system.
8.1    List of subsidiaries of KT Corporation
12.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1    The Telecommunications Basic Law (English translation)
15.2    Enforcement Decree of the Telecommunications Basic Law (English translation)
15.3    The Telecommunications Business Act (English translation)
15.4    Enforcement Decree of the Telecommunications Business Act (English translation)

* Filed previously.

 

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Table of Contents

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting

 

To the Board of Directors and Stockholders of

KT Corporation

Sungnam, Korea

 

We have audited the internal control over financial reporting of KT Corporation and subsidiaries (the “Company”) as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 Management’s Report on Internal Control Over Financial Reporting in Item 15. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on that 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.

 

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

 

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets and the related Consolidated Statements of Income, Cash Flows, and Changes in Equity of the Company as of and for the year ended December 31, 2007. Our report dated June 20, 2008 expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the adoption of Statements of Korean Accounting Standards, reclassification of certain accounts in prior periods to conform to current period’s presentation, our audit comprehending the convenience translation of Korean won amounts to U.S. dollar amounts and information relating to the nature and effect of differences between accounting principles generally accepted in the Republic of Korea and accounting principles generally accepted in the United States of America.

 

/s/ Deloitte Anjin LLC

Seoul, Korea

 

June 20, 2008

 

F-1


Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

KT Corporation

Sungnam, Korea

 

We have audited the accompanying Consolidated Balance Sheet of KT Corporation and subsidiaries (the “Company”) as of December 31, 2007, and the related Consolidated Statements of Income, Cash Flows and Changes in Equity for year then ended (all 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 audit. The consolidated financial statements of the Company for the years ended December 31, 2005 and 2006, respectively, before the effects of the adjustments to retrospectively apply the adoption of Statements of Korean Accounting Standards and reclassification of certain accounts as discussed in Note 2 to the consolidated financial statements were audited by other auditors whose report, dated May 25, 2007, expressed an unqualified opinion on those statements.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether 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 audit provides a reasonable basis for our opinion.

 

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of KT Corporation and subsidiaries at December 31, 2007, and the results of their operations and their cash flows for year then ended, in conformity with accounting principles generally accepted in the Republic of Korea.

 

As discussed in Note 2 to the consolidated financial statements, we have also audited the adjustments to the 2005 and 2006 consolidated financial statements to retrospectively apply the adoption of Statements of Korean Accounting Standards and reclassify certain accounts in prior periods to conform to current period’s presentation. Our procedures included (1) comparing the adjustment amounts to the Company's underlying analysis, and (2) testing the mathematical accuracy of the underlying analysis, and (3) on a test basis compared the adjustments to the Company's supporting documentation. In our opinion, such retrospective adjustments are appropriate and have been properly applied. However, we were not engaged to audit, review, or apply any procedures to the 2005 and 2006 consolidated financial statements of the Company other than with respect to the retrospective adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2005 and 2006 consolidated financial statements taken as a whole.

 

Our audit also comprehended the translation of Korean won amounts into U.S. dollar amounts and, in our opinion, such convenience translation has been made in conformity with the basis stated in Note 2 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers of financial statements.

 

According principles generally accepted in the Republic of Korea vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 36 to the consolidated financial statements.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 20, 2008 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

/s/ Deloitte Anjin LLC

Seoul, Korea

 

June 20, 2008

 

F-2


Table of Contents

Report of Independent Registered Public Accounting Firm

 

The Board of Directors and Stockholders

KT Corporation:

 

We have audited, before the effects of the adjustments and disclosures to retrospectively apply the changes in accounting and reclassifications described in note 2, the accompanying consolidated balance sheet of KT Corporation and subsidiaries (the “Company”) as of December 31, 2006, and the related consolidated statements of earnings and retained earnings and cash flows for the years ended December 31, 2005 and 2006, expressed in Korean Won. The 2005 and 2006 consolidated financial statements before the effects of the adjustments and reclassifications discussed in note 2 are not presented herein. The 2005 and 2006 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 audit. We did not audit the financial statements of KT Freetel Co., Ltd. (“KTF”), a 44.6% and 52.2% owned subsidiary at December 31, 2005 and 2006, respectively, as of and for the years ended December 31, 2005 and 2006. The financial statements of KTF, which are included in the consolidated financial statements of the Company, reflect total assets constituting 32.5% as of December 31, 2006, and total revenues constituting 30.8% and 32.6% for the years ended December 31, 2005 and 2006, respectively, of the related consolidated totals before the effects of the adjustments and reclassifications discussed in note 2. Those financial statements were audited by other auditors whose report has been furnished to us, and our report, insofar as it relates to the amounts included for KTF, is based solely on the report of the other auditors.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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, based on our audits and the report of the other auditors, the 2005 and 2006 consolidated financial statements, before the effects of the adjustments and disclosures to retrospectively apply the changes in accounting and reclassifications described in note 2, present fairly, in all material respects, the financial position of the Company as of December 31, 2006, and the results of its operations and its cash flows for the years ended December 31, 2005 and 2006 in accordance with accounting principles generally accepted in the Republic of Korea.

 

Accounting principles generally accepted in the Republic of Korea vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in note 36 to the consolidated financial statements.

 

We were not engaged to audit, review, or apply any procedures to the adjustments and disclosures to retrospectively apply the changes in accounting and reclassifications described in note 2 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied. Those adjustments and disclosures were audited by a successor auditor.

 

/s/KPMG Samjong Accounting Corp.

Seoul, Korea

 

May 25, 2007

 

F-3


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

As of December 31, 2006 and 2007

 

     In millions of Korean won

   In thousands
of U.S. dollars
(Note 2)


     2006

   2007

   2007

ASSETS

                    

CURRENT ASSETS :

                    

Cash and cash equivalents (Notes 2, 15 and 30)

   (Won) 1,828,569    (Won) 1,384,985    $ 1,480,001

Short-term investment assets (Notes 3, 5 and 15)

     670,963      460,170      491,740

Accounts receivable—trade, less allowance for doubtful accounts of (Won)563,103 million in 2006 and (Won)485,111million in 2007 (Notes 2, 10 and 16)

     2,542,780      2,656,824      2,839,093

Loans (Notes 2 and 15)

     33,073      258,259      275,976

Accounts receivable—other, less allowance for doubtful accounts of (Won)96,948 million in 2006 and (Won)93,561million in 2007 (Notes 2, 10 and 15)

     297,331      176,317      188,413

Accrued revenues

     10,883      13,684      14,623

Advance payments

     41,824      67,272      71,887

Prepaid expenses

     41,839      54,918      58,686

Prepaid income taxes

     1,026      1,411      1,508

Guarantee deposits (Note 15)

     2,219      9,414      10,060

Derivative instruments assets (Notes 2 and 32)

     9,290      696      744

Current portion of deferred income tax assets (Notes 2 and 25)

     264,117      259,525      277,330

Inventories (Notes 2, 4 and 28)

     237,195      299,104      319,624

Other current assets

     311      220      235
    

  

  

Total Current Assets

     5,981,420      5,642,799      6,029,920
    

  

  

 

 

(Continued)

 

F-4


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Balance Sheets (Continued)

 

As of December 31, 2006 and 2007

 

     In millions of Korean won

    In thousands
of U.S. dollars
(Note 2)

 
     2006

    2007

    2007

 

ASSETS

                        

NON-CURRENT ASSETS :

                        

Available-for-sale securities (Notes 2 and 5)

     66,336       83,352       89,070  

Equity method investment securities (Notes 2 and 6)

     211,156       234,582       250,675  

Held-to-maturity securities (Notes 2 and 5)

     408       244       261  

Long-term loans to employees

     206,626       107,675       115,062  

Long-term financial instruments (Note 3)

     2,439       2,864       3,060  

Other investment assets

     46,982       43,449       46,431  
    


 


 


Property and equipment, at cost (Notes 2, 7, 8, 13 and 28)

     47,393,714       49,503,020       52,899,145  

Less accumulated depreciation

     (32,040,240 )     (33,998,827 )     (36,331,296 )

Less accumulated impairment loss

     (11,887 )     (10,990 )     (11,744 )

Less contribution for construction

     (174,158 )     (205,201 )     (219,279 )
    


 


 


Net property and equipment

     15,167,429       15,288,002       16,336,826  
    


 


 


Intangible assets, net (Notes 2 and 9)

     1,959,591       1,735,323       1,854,374  

Leasehold rights and deposits (Notes 2 and 15)

     310,553       347,217       371,038  

Long-term accounts receivable—trade (Notes 2 and 10)

     135,468       161,884       172,991  

Long-term loans (Note 2)

     11,761       266,714       285,011  

Deferred income tax assets (Notes 2 and 25)

     62,006       91,429       97,701  

Long-term accounts receivable—other (Notes 2 and 10)

     7,863       36,171       38,652  

Derivative instruments assets (Notes 2 and 32)

     —         1,710       1,827  

Other non-current assets

     73,296       83,470       89,197  
    


 


 


Total Non-current Assets

     18,261,914       18,484,086       19,752,176  
    


 


 


TOTAL ASSETS

   (Won) 24,243,334     (Won) 24,126,885     $ 25,782,096  
    


 


 


 

 

(Continued)

 

F-5


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Balance Sheets (Continued)

 

As of December 31, 2006 and 2007

 

     In millions of Korean won

   In thousands
of U.S. dollars

(Note 2)

     2006

   2007

   2007

LIABILITIES AND EQUITY

                    

CURRENT LIABILITIES :

                    

Accounts payable—trade (Notes 15 and 16)

   (Won) 772,633    (Won) 1,020,487    $ 1,090,497

Short-term borrowings (Note 15)

     184,694      225,970      241,473

Accounts payable—other (Notes 10, 13, 15 and 16)

     1,708,041      1,441,686      1,540,592

Advance receipts

     117,153      87,442      93,441

Withholdings (Note 15)

     174,550      200,744      214,516

Accrued expenses (Note 15)

     421,893      483,596      516,773

Income taxes payable (Note 2)

     389,377      303,096      323,890

Current portion of long-term debt (Notes 2, 10, 11 and 15)

     1,352,875      1,019,802      1,089,765

Unearned revenue

     5,295      7,807      8,343

Key money deposits (Note 16)

     107,880      101,360      108,314

Derivative instruments liabilities (Notes 2 and 32)

     169,980      132,325      141,403

Current portion of accrued provisions (Notes 2 and 12)

     10,700      47,417      50,670

Current portion of deferred income tax liabilities (Notes 2 and 25)

     16      —        —  

Other current liabilities

     8,028      6,889      7,360
    

  

  

Total Current Liabilities

     5,423,115      5,078,621      5,427,037
    

  

  

NON-CURRENT LIABILITIES :

                    

Bonds (Notes 2, 11 and 15)

     5,961,364      5,842,827      6,243,671

Long-term borrowings in Korean Won (Notes 2, 10 and 11)

     132,776      110,935      118,545

Long-term borrowings in foreign currency (Notes 2, 11 and 15)

     2,789      19,709      21,061

Provisions for severance indemnities (Note 2)

     390,618      514,991      550,322

Refundable deposits for telephone installation (Note 14)

     907,107      840,962      898,656

Long-term accounts payable—other (Notes 2, 10 and 13)

     578,265      469,255      501,448

Long-term deposits received

     30,586      42,257      45,156

Accrued provisions (Notes 2 and 12)

     92,068      25,420      27,164

Deferred income tax liabilities (Notes 2 and 25)

     20,267      1,896      2,026

Other long-term liabilities

     7,075      42,246      45,144
    

  

  

Total Non-current Liabilities

     8,122,915      7,910,498      8,453,193
    

  

  

Total Liabilities

     13,546,030      12,989,119      13,880,230
    

  

  

 

 

(Continued)

 

F-6


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Balance Sheets (Continued)

 

As of December 31, 2006 and 2007

 

     In millions of Korean won

    In thousands
of U.S. dollars

(Note 2)

 
     2006

    2007

    2007

 

LIABILITIES AND EQUITY

                        

EQUITY :

                        
       8,430,052       8,861,763       9,469,719  
    


 


 


Common Stock (Notes 1 and 17)

     1,560,998       1,560,998       1,668,089  

Capital Surplus (Notes 17)

     1,292,475       1,272,634       1,359,942  

Capital Adjustments:

                        

Treasury stock (Note 21)

     (3,826,572 )     (3,825,688 )     (4,088,147 )

Stock options (Notes 2 and 20)

     8,855       8,880       9,489  

Stock grants (Notes 2 and 20)

     —         1,022       1,093  
    


 


 


Total Capital Adjustments

     (3,817,717 )     (3,815,786 )     (4,077,565 )
    


 


 


Accumulated Other Comprehensive Income (Note 19)

                        

Gain on translation of foreign operations (Note 2)

     15,560       2,471       2,640  

Loss on translation of foreign operations (Note 2)

     (32,435 )     (13,195 )     (14,100 )

Unrealized gain on valuation of available-for-sale securities (Notes 2 and 5)

     8,168       10,644       11,374  

Unrealized gain on valuation of derivatives (Notes 2 and 32)

     —         2,024       2,163  

Increase in equity of associates (Notes 2 and 6)

     3,741       2,766       2,956  

Decrease in equity of associates (Notes 2 and 6)

     (806 )     (4,568 )     (4,881 )
    


 


 


Total Accumulated Other Comprehensive Income

     (5,772 )     142       152  
    


 


 


Retained earnings

     9,400,068       9,843,775       10,519,101  

Minority Interest

     2,267,252       2,276,003       2,432,147  
    


 


 


Total Equity

     10,697,304       11,137,766       11,901,866  
    


 


 


TOTAL LIABILITIES AND EQUITY

   (Won) 24,243,334     (Won) 24,126,885     $ 25,782,096  
    


 


 


 

See accompanying notes to consolidated financial statements

 

F-7


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Income

 

For the Years Ended December 31, 2005, 2006 and 2007

 

    In millions of Korean won

  In thousands
of U.S. dollars

(Note 2)

    2005

  2006

  2007

  2007

OPERATING REVENUES (Notes 2, 16, 22, 23 and 33)

                       

Service revenue

  (Won) 15,681,082   (Won) 15,935,902   (Won) 16,336,254   $ 17,456,993

PCS handset sales

    1,510,763     1,888,978     2,323,828     2,483,253
   

 

 

 

      17,191,845     17,824,880     18,660,082     19,940,246
   

 

 

 

OPERATING EXPENSES (Notes 2, 16, 24 and 34)

    14,780,750     15,441,504     16,914,741     18,075,167
   

 

 

 

OPERATING INCOME

    2,411,095     2,383,376     1,745,341     1,865,079
   

 

 

 

NON-OPERATING REVENUES :

                       

Interest income

    87,494     111,988     155,862     166,555

Dividend income

    1,906     1,561     583     623

Foreign currency transaction gain

    32,475     37,956     7,508     8,023

Foreign currency translation gain (Note 2)

    61,040     126,215     8,626     9,218

Equity in income of associates (Notes 2 and 6)

    11,204     8,685     24,285     25,951

Gain on breach of contracts

    3,271     2,784     1,821     1,946

Gain on disposal of useless materials

    10,400     21,919     25,328     27,066

Gain on disposal of short-term investments

    1,133     880     2,094     2,238

Gain on valuation of short-term investments

    165     158     1,085     1,159

Gain on disposal of available-for-sale securities (Note 5)

    72,222     83,581     9,664     10,327

Reversal of impairment losses of available-for-sale securities (Notes 2 and 5)

    —       227     76     81

Reversal of impairment losses of held-to-maturity securities (Note 2)

    —       12,493     —       —  

Gain on disposal of equity method investment securities

    503     5,029     1,832     1,958

Gain on disposal of property and equipment

    13,652     8,953     29,459     31,480

Gain on disposal of intangible assets

    155     131     221     236

Reversal of accrued provisions (Note 12)

    32,381     21,124     50,945     54,440

Amortization of negative goodwill (Notes 2 and 9)

    517     —       518     554

Gain on settlement of derivatives (Note 2)

    306     8,730     9,778     10,449

Gain on valuation of derivatives (Notes 2 and 32)

    32,889     8,654     39,664     42,385

Other non-operating revenue

    128,820     104,097     118,633     126,772
   

 

 

 

Total Non-operating Revenues

    490,533     565,165     487,982     521,461
   

 

 

 

 

 

(Continued)

 

F-8


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Income (Continued)

 

For the Years Ended December 31, 2005, 2006 and 2007

 

    In millions of Korean won

    In thousands
of U.S. dollars
(Note 2)


 
    2005

    2006

    2007

    2007

 

NON-OPERATING EXPENSES :

                               

Interest expense

    (613,314 )     (499,169 )     (466,461 )     (498,462 )

Other bad debt expense (Note 2)

    (71,351 )     (19,148 )     (4,473 )     (4,780 )

Foreign currency transaction loss

    (19,836 )     (12,638 )     (13,064 )     (13,960 )

Foreign currency translation loss (Note 2)

    (10,386 )     (15,675 )     (15,819 )     (16,904 )

Equity in loss of associates (Notes 2 and 6)

    (30,022 )     (15,390 )     (8,407 )     (8,984 )

Loss on disposal of equity method investment securities

    —         (143 )     (549 )     (587 )

Contribution payments for research and development

    (10,000 )     (10,000 )     —         —    

Donations

    (73,919 )     (76,257 )     (89,563 )     (95,707 )

Loss on disposal of short-term investment

    (43 )     —         —         —    

Loss on disposal of available-for-sale securities (Note 5)

    (2,121 )     (5,161 )     (828 )     (885 )

Loss on Impairment of available-for-sale securities (Notes 2 and 5)

    (6,945 )     (2,091 )     (1,809 )     (1,933 )

Loss on impairment of held-to-maturity securities

    (21,849 )     —         —         —    

Loss on impairment of investment assets

    —         (899 )     (6,855 )     (7,325 )

Loss on disposal of property and equipment

    (158,911 )     (108,290 )     (94,775 )     (101,277 )

Loss on impairment of property and equipment (Notes 2 and 7)

    (1,627 )     (1,555 )     (7,990 )     (8,538 )

Loss on disposal of intangible assets

    (1,817 )     (1,541 )     (535 )     (572 )

Loss on impairment of intangible assets (Notes 2 and 9)

    (6,200 )     (10,885 )     (9,178 )     (9,808 )

Loss on disposal of accounts receivable—trade

    (11,862 )     (10,881 )     (492 )     (526 )

Loss on lease cancellation

    —         (22,695 )     —         —    

Loss on settlement of derivatives (Note 2)

    (26,826 )     (25,313 )     (11,381 )     (12,162 )

Loss on valuation of derivatives (Notes 2 and 32)

    (16,101 )     (86,715 )     (15,542 )     (16,608 )

Other non-operating expense

    (54,099 )     (38,249 )     (37,839 )     (40,437 )
   


 


 


 


Total Non-operating Expenses

    (1,137,229 )     (962,695 )     (785,560 )     (839,455 )
   


 


 


 


INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE

    1,764,399       1,985,846       1,447,763       1,547,085  

INCOME TAX EXPENSE ON CONTINUING OPERATIONS (Note 25)

    399,389       476,125       356,799       381,277  

NEWLY INCLUDED SUBSIDIARY’S NET LOSS BEFORE ACQUISITION

    —         —         5,810       6,209  
   


 


 


 


INCOME FROM CONTINUING OPERATIONS

    1,365,010       1,509,721       1,096,774       1,172,017  

INCOME (LOSS) FROM DISCONTINUING OPERATIONS (Note 26)

    (4,974 )     (4 )     74,204       79,295  
   


 


 


 


NET INCOME

  (Won) 1,360,036     (Won) 1,509,717     (Won) 1,170,978     $ 1,251,312  
   


 


 


 


Attributable to :

                               

EQUITY HOLDERS OF THE PARENT

    1,085,450       1,291,863       1,056,227       1,128,689  

MINORITY INTEREST

    274,586       217,854       114,751       122,623  
   


 


 


 


    (Won) 1,360,036     (Won) 1,509,717     (Won) 1,170,978     $ 1,251,312  
   


 


 


 


NET INCOME PER SHARE (Note 27)(*)

                               

Basic income per share from continuing operations (in Korean won)

  (Won) 5,155     (Won) 6,153     (Won) 4,754     $ 5.08  
   


 


 


 


Basic net income per share (in Korean won)

  (Won) 5,131     (Won) 6,155     (Won) 5,112     $ 5.46  
   


 


 


 


Diluted income per share from continuing operations (in Korean won)

  (Won) 5,148     (Won) 6,146     (Won) 4,754     $ 5.08  
   


 


 


 


Diluted net income per share (in Korean won)

  (Won) 5,124     (Won) 6,148     (Won) 5,112     $ 5.46  
   


 


 


 



(*) income per share attributable to the equity holders of the parent

 

See accompanying notes to consolidated financial statements

 

F-9


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

For the Years Ended December 31, 2005, 2006 and 2007

 

    In millions of Korean won

    In thousands
of U.S. dollars

(Note 2)

 
    2005

    2006

    2007

    2007

 

CASH FLOWS FROM OPERATING ACTIVITIES :

                               

Net income

  (Won) 1,360,036     (Won) 1,509,717     (Won) 1,170,978     $ 1,251,312  

Expenses not involving cash payments :

                               

Share-based payment

    1,072       531       1,239       1,324  

Accrued severance indemnities

    302,049       240,843       359,473       384,134  

Depreciation

    3,293,557       3,228,293       3,225,887       3,447,197  

Amortization

    345,461       389,710       430,623       460,166  

Provision for doubtful accounts

    120,048       111,285       69,790       74,578  

Interest expense

    39,792       27,292       27,942       29,859  

Foreign currency translation loss

    9,151       15,675       15,810       16,895  

Other bad debt expense

    71,358       19,148       3,539       3,782  

Loss on disposal of short-term investments

    43       —         —         —    

Loss on disposal of available-for-sale securities

    2,121       5,161       603       644  

Loss on impairment of available-for-sale securities

    6,945       4,185       1,809       1,933  

Loss on impairment of investments

    —         899       139       149  

Loss on impairment of held-to-maturity securities

    21,849       —         —         —    

Equity in loss of associates

    30,022       15,390       6,268       6,698  

Loss on disposal of equity method investment securities

    —         143       549       587  

Loss on disposal of property and equipment

    158,911       108,290       94,604       101,094  

Loss on impairment of property and equipment

    1,627       1,555       7,990       8,538  

Loss on disposal of intangible assets

    1,817       1,541       535       572  

Loss on impairment of intangible assets

    6,200       10,885       8,957       9,571  

Loss on disposal of accounts receivable—trade

    11,862       10,881       492       526  

Loss on settlement of derivatives

    26,826       25,313       11,381       12,162  

Loss on valuation of derivatives

    16,101       86,715       15,542       16,608  

Other non-operating expenses

    98,546       2,675       15,943       17,037  
   


 


 


 


Sub-total

    4,565,358       4,306,410       4,299,115       4,594,054  
   


 


 


 


Income not involving cash receipts :

                               

Interest income

    17,450       8,432       6,380       6,818  

Foreign currency translation gain

    63,971       130,038       8,279       8,847  

Gain on disposal of property and equipment

    13,652       8,953       29,382       31,398  

Gain on disposal of intangible assets

    155       131       221       236  

Gain on disposal of available-for-sale securities

    72,447       83,605       9,479       10,129  

Gain on disposal of short-term investments

    1,133       880       2,052       2,193  

Gain on valuation of short-term investments

    165       158       1,085       1,159  

Equity in income of associates

    11,204       8,685       24,250       25,914  

Gain on disposal of equity method investment securities

    503       5,029       1,832       1,958  

Gain on settlement of derivatives

    306       8,730       9,778       10,449  

Gain on valuation of derivatives

    32,889       8,654       39,664       42,385  

Amortization of negative goodwill

    517       518       518       554  

Reversal of impairment losses of available-for-sale securities

    —         227       76       81  

Reversal of impairment losses of held-to-maturity securities

    —         12,493       —         —    

Other non-operating revenues

    2,026       —         4,373       4,673  
   


 


 


 


Sub-total

    (216,418 )     (276,533 )     (137,369 )     (146,794 )
   


 


 


 


 

(Continued)

 

F-10


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

For the Years Ended December 31, 2005, 2006 and 2007

 

    In millions of Korean won

    In thousands
of U.S. dollars
(Note 2)


 
    2005

    2006

    2007

    2007

 

Changes in assets and liabilities related to operating activities :

                       

Accounts receivable—trade

  202,664     77,455     (388,240 )   (414,876 )

Loans

  —       33,134     (228,022 )   (243,666 )

Accounts receivable—other

  18,482     (26,848 )   123,167     131,616  

Accrued revenues

  13,424     791     (2,538 )   (2,712 )

Advance payments

  (12,537 )   45,414     (25,946 )   (27,726 )

Prepaid expenses

  (5,292 )   (8,343 )   (12,522 )   (13,381 )

Prepaid income taxes

  —       —       (223 )   (238 )

Guarantee deposits

  1,031     904     (7,195 )   (7,689 )

Derivative instruments, net

  (47,612 )   (52,390 )   (5,460 )   (5,835 )

Deferred income tax, net

  (5,459 )   74,351     (45,506 )   (48,628 )

Other quick assets

  (59 )   (151 )   (77 )   (82 )

Inventories

  21,151     140,036     (65,106 )   (69,573 )

Leasehold rights and deposits

  3,056     (953 )   (36,349 )   (38,843 )

Long-term accounts receivable—trade

  (9,275 )   159,544     (12,166 )   (13,001 )

Long-term loans

  —       (192,656 )   (7,326 )   (7,829 )

Long-term accounts receivable—other

  2,627     183     (26,910 )   (28,756 )

Other non-current assets

  —       —       (8,778 )   (9,380 )

Accounts payable—trade

  21,518     (132,168 )   239,238     255,651  

Accounts payable—other

  310,346     153,661     (242,595 )   (259,238 )

Advance receipts

  (12,237 )   (420 )   (30,293 )   (32,371 )

Withholdings

  (29,075 )   16,046     25,650     27,410  

Accrued expenses

  167,784     (35,593 )   67,302     71,919  

Income taxes payable

  (72,116 )   184,726     (86,281 )   (92,200 )

Unearned revenue

  1,965     (672 )   2,512     2,684  

Key money deposits

  (4,284 )   7,967     4,049     4,327  

Accrued provisions

  (35,299 )   (6,110 )   (29,931 )   (31,984 )

Other current liabilities

  (5,210 )   3,091     (1,143 )   (1,221 )

Payment of severance indemnities

  (109,931 )   (79,533 )   (103,955 )   (111,087 )

Deposits for severance indemnities

  (126,497 )   (151,773 )   (132,471 )   (141,559 )

Contribution to National Pension Fund

  196     109     (51 )   (54 )

Refundable deposits for telephone installation

  (124,140 )   (49,670 )   (66,145 )   (70,683 )

Long-term accounts payable—other

  (1,159 )   (6,446 )   —       —    

Other non-current liabilities

  (8,219 )   20,296     35,153     37,565  
   

 

 

 

Sub-total

  155,843     173,982     (1,068,158 )   (1,141,440 )
   

 

 

 

Net Cash Provided by Operating Activities

  5,864,819     5,713,576     4,264,566     4,557,132  
   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES :

                       

Cash inflows from investing activities :

                       

Decrease in short-term financial instruments

  624,765     728,351     182,501     195,021  

Disposal of available-for-sale securities

  551,433     19,303     1,183,121     1,264,288  

Decrease in equity method investment securities

  3,668     7,001     10,807     11,548  

Collection of held-to-maturity securities

  12,826     607     252     269  

Collection of long-term loans

  26,836     12,649     25,736     27,502  

Decrease in other investment assets

  516     760     3,480     3,719  

Disposal of land

  9,606     14,757     15,246     16,292  

Disposal of buildings

  2,186     13,892     4,791     5,120  

Disposal of structures

  164     377     17     18  

Disposal of machinery

  10,126     18,643     68,889     73,615  

Disposal of vehicles

  685     2,005     16,536     17,670  

Disposal of other property and equipment

  10,182     8,403     13,978     14,937  

Disposal of construction- in-progress

  392     902     10     11  

Increase of contribution for construction

  48,510     66,368     76,625     81,882  

Disposal of intangible assets

  595     —       706     754  
   

 

 

 

Sub-total

  1,302,490     894,018     1,602,695     1,712,646  
   

 

 

 

 

(Continued)

 

F-11


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

For the Years Ended December 31, 2005, 2006 and 2007

 

    In millions of Korean won

    In thousands
of U.S. dollars
(Note 2)


 
    2005

    2006

    2007

    2007

 

Cash outflows for investing activities :

                               

Acquisition of short-term financial instruments

    375,150       31,200       61,397       65,609  

Acquisition of available-for-sale securities

    226,647       150,150       989,112       1,056,969  

Acquisition of equity method investment securities

    7,383       11,140       7,220       7,715  

Acquisition of assets and liabilities of consolidated subsidiaries

    —         —         124,384       132,917  

Acquisition of held-to-maturity securities

    6,137       281       5       5  

Increase in long-term loans

    16,192       10,005       25,451       27,197  

Increase in long-term investment assets

    1,219       1,089       18       19  

Increase in other investment assets

    26,263       23,938       19,826       21,186  

Acquisition of land

    599       304       1,424       1,522  

Acquisition of buildings

    28,071       910       3,398       3,631  

Acquisition of structures

    3,406       148       122       130  

Acquisition of machinery

    119,699       72,420       65,188       69,660  

Acquisition of vehicles

    1,848       2,076       990       1,058  

Acquisition of other property and equipment

    264,052       118,464       258,167       275,878  

Acquisition of construction-in-progress

    2,453,124       3,323,375       3,306,356       3,533,187  

Acquisition of intangible assets

    298,720       209,433       188,995       201,961  
   


 


 


 


Sub-total

    (3,828,510 )     (3,954,933 )     (5,052,053 )     (5,398,644 )
   


 


 


 


Net Cash Used in Investing Activities

    (2,526,020 )     (3,060,915 )     (3,449,358 )     (3,685,998 )
   


 


 


 


CASH FLOWS FROM FINANCING ACTIVITIES :

                               

Cash inflows from financing activities :

                               

Increase in short-term borrowings

    300,682       179,748       49,601       53,004  

Issuance of bonds

    1,634,148       208,680       777,981       831,354  

Increase in long-term borrowings

    129,715       76,423       100,104       106,972  

Capital transactions in consolidated entities including disposal of treasury stock

    563,766       7,698       2,128       2,274  
   


 


 


 


Sub-total

    2,628,311       472,549       929,814       993,604  
   


 


 


 


Cash outflows for financing activities :

                               

Repayment of short-term borrowings

    625,259       109,252       —         —    

Payment of accounts payable—other

    —         —         118,470       126,598  

Repayment of current portion of long-term debt

    4,764,695       1,207,144       1,353,689       1,446,558  

Repayment of long-term borrowings

    15,359       42,543       132       141  

Repayment of bonds

    123,083       34,300       5,000       5,343  

Increase in accounts receivable—trade

    —         200,000       —         —    

Payment of dividends

    632,277       426,113       472,774       505,208  

Loss on translation of foreign operations

    4,456       10,131       —         —    

Acquisition of treasury stock

    —         213,664       196,329       209,798  

Capital transactions in consolidated entities including acquisition of treasury stock and dividend

    64,317       596,566       151,666       162,071  
   


 


 


 


Sub-total

    (6,229,446 )     (2,839,713 )     (2,298,060 )     (2,455,717 )
   


 


 


 


Net Cash Used in Financing Activities

    (3,601,135 )     (2,367,164 )     (1,368,246 )     (1,462,113 )
   


 


 


 


EFFECT OF CHANGES IN CONSOLIDATED ENTITIES

    53,050       (3,571 )     108,992       116,469  

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

    —         —         462       494  
   


 


 


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    (209,286 )     281,926       (443,584 )     (474,016 )
   


 


 


 


CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR

    1,755,929       1,546,643       1,828,569       1,954,017  
   


 


 


 


CASH AND CASH EQUIVALENTS AT END OF THE YEAR

  (Won) 1,546,643     (Won) 1,828,569     (Won) 1,384,985     $ 1,480,001  
   


 


 


 


 

See accompanying notes to consolidated financial statements

 

F-12


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Changes In Equity

 

For the Year Ended December 31, 2005

 

(In millions of Korean won)


  Common
stock


  Capital
surplus


    Capital
adjustments


    Other
comprehensive
income (loss)


    Retained
earnings


    Minority
interests


    Total

 

Balance as of January 1, 2005 (as reported)

  (Won) 1,560,998   (Won) 1,294,104     (Won) (3,969,757 )   (Won) (1,782 )   (Won) 8,333,240     (Won) 1,809,577       (Won)9,026,380  

Dividends

    —       —         —         —         (632,277 )     (50,761 )     (683,038 )
                                 


 


 


Retained earnings after appropriations

    —       —         —         —         7,700,963       1,758,816       8,343,342  

Net income for the period

    —       —         —         —         1,085,450       274,586       1,360,036  

Disposal of treasury stock

    —       —         122,083       —         —         —         122,083  

Loss on disposal of treasury stock

    —       —         (22,043 )     —         —         —         (22,043 )

Acquisition of subsidiaries’ stock

    —       259       —         —         —         (449 )     (190 )

Increase in subsidiaries’ capital stock

    —       61,825       —         —         —         432,486       494,311  

Disposal of subsidiaries’ treasury stock

    —       33,825       —         —         —         35,630       69,455  

Retirement of subsidiaries’ treasury stock

    —       (822 )     —         —         —         (12,544 )     (13,366 )

Changes in consolidated entities

    —       —         —         —         —         25,938       25,938  

Stock options

    —       (256 )     (571 )     —         —         153       (674 )

Gain (loss) in translation of foreign operations

    —       —         —         (3,508 )     —         (952 )     (4,460 )

Gain on valuation of available-for-sale securities

    —       —         —         1,501       —         1,757       3,258  

Increase in equity of associates

    —       —         —         6,955       —         125       7,080  

Others

    —       2,497       —         —         —         2,667       5,164  
   

 


 


 


 


 


 


Balance as of December 31, 2005

  (Won) 1,560,998   (Won) 1,391,432     (Won) (3,870,288 )   (Won) 3,166     (Won) 8,786,413     (Won) 2,518,213     (Won) 10,389,934  
   

 


 


 


 


 


 


 

 

 

F-13


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Changes In Equity (Continued)

 

For the Year Ended December 31, 2006

 

(In millions of Korean won)


  Common
stock


  Capital
surplus


    Capital
adjustments


    Other
comprehensive
income (loss)


    Retained
earnings


    Minority
interests


    Total

 

Balance as of January 1, 2006 (as reported)

  (Won) 1,560,998   (Won) 1,391,432     (Won) (3,870,288 )   (Won)3,166     (Won) 8,786,413     (Won) 2,518,213     (Won) 10,389,934  

Dividends

    —       —         —       —         (426,113 )     (67,814 )     (493,927 )
                               


 


 


Retained earnings after appropriations

                                8,360,300       2,450,399       9,896,007  

Net income for the period

    —       —         —       —         1,291,863       217,854       1,509,717  

Disposal of treasury stock

    —       652       13,913     —         —         —         14,565  

Retirement of treasury stock

    —       —         —       —         (213,664 )     —         (213,664 )

Appropriation of loss on disposal of treasury stock

    —       —         38,431     —         (38,431 )     —         —    

Acquisition of subsidiaries’ stock

    —       (94,435 )     —       —         —         (269,433 )     (363,868 )

Disposal of subsidiaries’ treasury stock

    —       5,646       —       —         —         2,052       7,698  

Appropriation of subsidiaries’ treasury stock

    —       (22,130 )     —       —         —         (142,754 )     (164,884 )

Retirement of subsidiaries’ treasury stock

    —       10,848       —       —         —         (10,848 )     —    

Changes in consolidated entities

    —       —         —       —         —         20,492       20,492  

Stock options

    —       462       227     —         —         (158 )     531  

Gain (loss) in translation of foreign operations

    —       —         —       (10,520 )     —         389       (10,131 )

Gain on valuation of available-for-sale securities

    —       —         —       (1,130 )     —         (796 )     (1,926 )

Increase in equity of associates

    —       —         —       2,712       —         55       2,767  
   

 


 


 

 


 


 


Balance as of December 31, 2006

  (Won) 1,560,998   (Won) 1,292,475     (Won) (3,817,717 )   (Won)(5,772)     (Won) 9,400,068     (Won) 2,267,252     (Won) 10,697,304  
   

 


 


 

 


 


 


 

 

F-14


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Changes In Equity (Continued)

 

For the Year Ended December 31, 2007

 

(In millions of Korean won)


  Common
stock


  Capital
surplus


    Capital
adjustments


    Other
comprehensive
income (loss)


    Retained
earnings


    Minority
interests


    Total

 

Balance as of January 1, 2007 (as reported)

  (Won) 1,560,998   (Won) 1,292,475     (Won) (3,817,717 )   (Won) (5,772 )   (Won) 9,400,068     (Won) 2,267,252     (Won) 10,697,304  

Dividends

    —       —         —         —         (416,191 )     (56,583 )     (472,774 )
                                 


 


 


Retained earnings after appropriations

                                  8,983,877       2,210,669       10,224,530  

Net income for the period

    —       —         —         —         1,056,227       114,751       1,170,978  

Acquisition of treasury stock

    —       —         (196,329 )     —         —         —         (196,329 )

Disposal of treasury stock

    —       —         884       —         —         —         884  

Retirement of treasury stock

    —       —         196,329       —         (196,329 )     —         —    

Loss on disposal of treasury stock

    —       (133 )     —         —         —         —         (133 )

Acquisition of subsidiaries’ stock

    —       (1,152 )     —         —         —         (365 )     (1,517 )

Increase in subsidiaries’ capital stock

    —       212       —         —         —         1,916       2,128  

Acquisition of subsidiaries’ treasury stock

    —       (392 )     —         —         —         (620 )     (1,012 )

Appropriation of subsidiaries’ treasury stock

    —       (14,489 )     —         —         —         (79,582 )     (94,071 )

Changes in consolidated entities

    —       (3,302 )     —         (20,688 )     —         25,096       1,106  

Stock options

    —       (585 )     25       —         —         (687 )     (1,247 )

Stock grants

    —       —         1,022       —         —         —         1,022  

Gain on translation of foreign operations

    —       —         —         55       —         —         55  

Loss on translation of foreign operations

    —       —         —         19,240       —         2,896       22,136  

Gain on valuation of available-for-sale Securities

    —       —         —         2,496       —         1,668       4,164  

Gain on valuation of derivatives for cash flow hedge

    —       —         —         2,024       —         —         2,024  

Increase in equity of associates

    —       —         —         (975 )     —         261       (714 )

Decrease in equity of associates

    —       —         —         3,762       —         —         3,762  
   

 


 


 


 


 


 


Balance as of December 31, 2007

  (Won) 1,560,998   (Won) 1,272,634     (Won) (3,815,786 )     (Won)142     (Won) 9,843,775     (Won) 2,276,003     (Won) 11,137,766  
   

 


 


 


 


 


 


 

 

F-15


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Consolidated Statements of Changes In Equity (Continued)

 

For the Year Ended December 31, 2007

 

(In thousands of U.S. dollars)


  Common
stock


  Capital
surplus


    Capital
adjustments


    Other
comprehensive
income (loss)


    Retained
earnings


    Minority
interests


    Total

 

Balance as of January 1, 2007 (as reported)

  $1,668,089   $1,381,144     $(4,079,629 )   $(6,168 )   $10,044,954     $2,422,795     $11,431,186  

Dividends

  —     —       —       —       444,743     60,464     505,208  
                         

 

 

Retained earnings after appropriations

                        9,600,211     2,362,331     10,925,978  

Net income for the period

  —     —       —       —       1,128,689     122,623     1,251,312  

Acquisition of treasury stock

  —     —       (209,798 )   —       —       —       (209,798 )

Disposal of treasury stock

  —     —       945     —       —       —       945  

Retirement of treasury stock

  —     —       209,799     —       (209,799 )   —       —    

Loss on disposal of treasury stock

  —     (142 )   —       —       —       —       (142 )

Acquisition of subsidiaries’ stock

  —     (1,231 )   —       —       —       (390 )   (1,621 )

Increase in subsidiaries’ capital stock

  —     227     —       —       —       2,047     2,274  

Acquisition of subsidiaries’ treasury stock

  —     (419 )   —       —       —       (663 )   (1,082 )

Appropriation of subsidiaries’ treasury stock

  —     (15,483 )   —       —       —       (85,042 )   (100,525 )

Changes in consolidated entities

  —     (3,529 )   —       (22,107 )   —       26,818     1,182  

Stock options

  —     (625 )   27     —       —       (733 )   (1,331 )

Stock grants

  —     —       1,091     —       —       —       1,091  

Gain on translation of foreign operations

  —     —       —       59     —       —       59  

Loss on translation of foreign operations

      —       —       20,560     —       3,095     23,655  

Gain (loss) on valuation of available-for-sale Securities

  —     —       —       2,667     —       1,782     4,449  

Gain on valuation of derivatives for cash flow hedge

  —     —       —       2,163     —       —       2,163  

Increase in equity of associates

  —     —       —       (1,042 )   —       279     (763 )

Decrease in equity of associates

  —     —       —       4,020     —       —       4,020  
   
 

 

 

 

 

 

Balance as of December 31, 2007

  $1,668,089   $1,359,942     $(4,077,565 )   $152     $10,519,101     $2,432,147     $11,901,866  
   
 

 

 

 

 

 

 

See accompanying notes to consolidated financial statements

 

F-16


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

For the Years Ended December 31, 2005, 2006 and 2007

 

1. ORGANIZATION AND DESCRIPTION OF THE BUSINESS

 

a. Parent

 

KT Corporation (“KT”) commenced operations on January 1, 1982 through the segregation of specified operations from the Korean Ministry of Information and Communication (the "MIC") for the purpose of contributing to the convenience in national life and improvement of public welfare through rational management of the public telecommunication business and improvement of telecommunication technology under the Korea Telecom Act.

 

Upon the announcements of the Government-Invested Enterprises Management Basic Act and the Privatization Law, as of October 1, 1997, KT became a government invested institution regulated by the Korean Commercial Code and KT’s shares were listed on the Korea Exchange (formerly “Korea Stock Exchange”) on December 23, 1998. KT issued 24,282,195 additional shares on May 29, 1999 and issued American Depository Shares (“ADS”), representing these new shares and government-owned shares on the New York Stock Exchange and the London Exchange. On July 2, 2001, additional ADS representing 55,502,161 government-owned shares were issued.

 

In 2002, KT acquired its 60,294,575 government-owned shares according to the government’s privatization plan for government-owned companies and there is no government-owned share as of December 31, 2007.

 

KT’s shares as of December 31, 2007 are owned as follows:

 

     Number of shares

   Ownership
percentage (%)

 

Employee Stock Ownership Association

   15,342,981    5.58 %

National Pension Service

   9,870,546    3.59 %

Others

   178,473,296    64.84 %

Treasury stock

   71,515,577    25.99 %
    
  

Total

   275,202,400    100.00 %
    
  

 

Prior to 1991, KT was the only telecommunication service provider in Korea. Since then, several new providers have entered the markets, as licensed by the MIC; an international call service by LG Dacom, the second telecommunication service provider, in December 1991, and local call service by Hanaro Telecom, the second local call provider, in 1999. Onse Telecom also entered a long-distance call service after its international call service. The entry of these new providers into the markets resulted in severe competition in fixed-line telephone services and high speed internet services in which large growth is not expected in the future. In order to develop new business areas, KT commercialized the Wireless Broadband Internet (“WiBro”) service in 2006 and launched new products such as mixed products which combine certain previous services and Internet Contests On Demand (“ICOD”) services under the new brand name “MegaTV” in 2007.

 

F-17


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

b. Consolidated Subsidiaries

 

The consolidated financial statements included the subsidiaries of which KT is the largest stockholder with more than 30% of ownership interests. The consolidated subsidiaries as of December 31, 2007 are as follows:

 

Subsidiary


  Year of
incorporation


  Year of
obtaining
control


 

Primary business


 

Location


 

Financial
year end


KT Powertel Co., Ltd. (“KTP”)

  1985   1985   Trunk radio system business   Korea   Dec.31

KT Networks Corporation (“KTN”)

  1986   1986   Group telephone management   Korea   Dec.31

KT Linkus Co., Ltd. (“KTL”)

  1988   1988   Public telephone maintenance   Korea   Dec.31

KT Hitel Co., Ltd. (“KTH”)

  1991   1992   Data communication   Korea   Dec.31

KT Submarine Co., Ltd. (“KTSC”)

  1995   1995   Submarine cable construction and maintenance   Korea   Dec.31

KT Freetel Co., Ltd. (“KTF”)

  1997   1997   PCS business   Korea   Dec.31

KT Commerce Inc. (“KTC”)

  2002   2002   B2C, B2B service   Korea   Dec.31

KTF Technologies Inc. (“KTFT”)

  2001   2002   PCS handset development   Korea   Dec.31

KT Internal Venture Fund No.2

  2003   2003   Investment fund   Korea   Feb.28

KTF M Hows Co., Ltd.

  2004   2004   Mobile marketing   Korea   Dec.31

KT Rental Co., Ltd. (“KTR”)

  2005   2005   Rental service   Korea   Dec.31

Sidus FNH Corporation

  2005   2005   Movie production   Korea   Dec.31

Sidus FNH Benex Cinema Investment Fund

  2006   2006   Movie investment fund   Korea   Dec.31

KT Capital Co., Ltd.

  2006   2006   Financing service   Korea   Dec.31

Telecop Service Co., Ltd. (“TSC”)

  2006   2006   Security service   Korea   Dec.31

Olive Nine Co., Ltd.

  1999   2006   Broad casting production   Korea   Dec.31

KTF M&S Co., Ltd.

  2007   2007   PCS distribution   Korea   Dec.31

KT FDS Co., Ltd.

  1990   2007   Software development and system integration   Korea   Dec.31

Bluecord Technology Co., Ltd.

  1991   2007   Semiconductor and telecommunication equipment manufacture   Korea   Dec.31

Doremi Media Co., Ltd.

  1997   2007   Recording device (magneto-optical disk) and music disc manufacture   Korea   Dec.31

Korea Telecom America, Inc. (“KTAI”)

  1993   1993   Foreign telecommunication business   America   Dec.31

 

F-18


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Subsidiary


  Year of
incorporation


  Year of
obtaining
control


 

Primary business


 

Location


 

Financial
year end


New Telephone Company, Inc. (“NTC”)

  1993   1998   Foreign telecommunication business   Russia   Dec.31

Korea Telecom Japan Co., Ltd. (“KTJ”)

  1999   1999   Foreign telecommunication business   Japan   Dec.31

Korea Telecom China Co., Ltd. (“KTCC”)

  2003   2003   Foreign telecommunication business   China   Dec.31

PT. KTF Indonesia

  2005   2005   Foreign telecommunication business   Indonesia   Dec.31

Super iMax

  2007   2007   Wireless high speed internet business   Uzbekistan   Dec.31

East Telecom

  2003   2007   Fixed line telecommunication business   Uzbekistan   Dec.31

KTSC Investment Management B.V.

  2007   2007   Management of investment in Super iMax and East Telecom  

Netherlands

 

Dec.31

 

Details of investments in subsidiaries as of December 31, 2005, 2006 and 2007 are as follows :

 

Subsidiary


   Year of
Establishment


  

Primary Business


   Ownership percentage (%)

 
         2005

    2006

    2007

 

KTP

   1985    Trunk radio system business    44.85 %   44.85 %   44.85 %

KTN

   1986    Group telephone management    100.00 %   100.00 %   100.00 %

KTL

   1988    Public telephone maintenance    93.82 %   93.82 %   93.82 %

KTH

   1991    Data communication    65.94 %   65.94 %   65.94 %

KTSC

   1995    Submarine cable construction and maintenance    36.92 %   36.92 %   36.92 %

KTF

   1997    PCS Business    44.55 %   52.19 %   52.99 %

 

F-19


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Subsidiary


   Year of
Establishment


  

Primary Business


   Ownership percentage (%)

 
         2005

    2006

    2007

 

KTC (Note 1)

   2002    B2C, B2B service    100.00 %   100.00 %   100.00 %

KTFT

   2001    PCS handset development    73.05 %   74.94 %   78.79 %

KT Internal Venture Fund No.2

   2003    Investment fund    94.34 %   94.34 %   94.34 %

KTF M Hows (Note 2)

   2004    Mobile marketing    51.00 %   51.00 %   51.00 %

KTR

   2005    Rental service    100.00 %   100.00 %   100.00 %

Sidus FNH (Note 3)

   2005    Movie production    51.00 %   51.00 %   51.00 %

Sidus FNH Benex Cinema Investment Fund (Note 4)

   2006    Movie investment fund    —       43.33 %   43.33 %

KT Capital (Note 5)

   2006    Financing service    —       100.00 %   100.00 %

TSC (Note 6)

   2006    Security service    —       93.82 %   93.82 %

Olive Nine. (Note 7)

   1999    Broadcasting production    —       19.68 %   19.20 %

KTF M&S (Note 8)

   2007    PCS distribution    —       —       100.00 %

KT FDS (Note 9)

   1990    Software development and system integration    —       —       100.00 %

Bluecord Technology (Note 10)

   1991   

Semiconductor and telecommunication

equipment manufacture

   —       —       35.28 %

Doremi Media (Note 11)

   1997    Recording device (magneto-optical disk) and music disc manufacture    —       —       64.24 %

Korea Telecom Venture Fund No.1 (Note 12)

   2000    Investment fund    90.00 %   90.00 %   —    

KTAI

   1993    Foreign telecommunication business    100.00 %   100.00 %   100.00 %

KTPI (Note 13)

   1994    Foreign telecommunication business    100.00 %   100.00 %   —    

NTC

   1993    Foreign telecommunication business    72.48 %   79.96 %   79.96 %

KTJ

   1999    Foreign telecommunication business    100.00 %   100.00 %   100.00 %

KTCC

   2003    Foreign telecommunication business    100.00 %   100.00 %   100.00 %

PT. KTF Indonesia (Note 14)

   2005    Foreign telecommunication business    99.00 %   99.00 %   99.00 %

 

F-20


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Subsidiary


   Year of
Establishment


  

Primary Business


   Ownership
percentage (%)


 
         2005

   2006

   2007

 

Super iMax (Note 15)

   2007    Wireless high speed internet business    —      —      60.00 %

East Telecom (Note 16)

   2003    Fixed line telecommunication business    —      —      51.00 %

KTSC Investment Management B.V. (Note 17)

   2007    Management of investment in Super iMax and East Telecom    —      —      60.00 %

(Note 1)  KTC is owned 19.0% by KT and 81.0% by KTH, respectively.

 

(Note 2)  KTF M Hows is owned 51% by KTF.

 

(Note 3) Sidus FNH Corporation is owned 35.7% by KT and 15.3% by KTF, respectively.

 

(Note 4)  Sidus FNH Benex Cinema Investment Fund is owned 13.3% by KT, 6.7% by KTF, 3.3% by KTH and 20.0% by Sidus FNH Corporation, respectively.

 

(Note 5)  On December 1, 2006, KTR was spun off into KTR and KT Capital Co., Ltd.

 

(Note 6)  On November 14, 2006, TSC was incorporated through the spin-off from KTL.

 

(Note 7)   In 2006, KT acquired 8,750,000 shares or 19.7% ownership interest of Olive Nine Co., Ltd. amounting to (Won)22,000 million. As KT holds rights to appoint the majority of the members of the board of directors of Olive Nine Co., Ltd., it is determined that Olive Nine Co., Ltd. is controlled by KT and included in the consolidated subsidiaries. In addition, for the year ended December 31, 2007, Olive Nine Co., Ltd. issued new shares due to the exercise of stock options by its employees. As a result, KT’s ownership interest in Olive Nine Co., Ltd. as of December 31, 2007 has decreased from 19.7% to 19.2%.

 

(Note 8)   In January 2007, KTF M&S was incorporated as a wholly owned subsidiary of KTF.

 

(Note 9)   In 2007, KT acquired 100% ownership of KT FDS for (Won)9,008 million.

 

(Note 10) In December 2007, KTF acquired 35.28% ownership interest of Bluecord Technology Co., Ltd.

 

(Note 11) Doremi Media Co., Ltd. is owned 64.24% by Bluecord Technology Co., Ltd.

 

(Note 12) This fund was dissolved in August 2007 and KT’s ownership interest was all collected.

 

(Note 13) KTPI was dissolved as of December 31, 2007 according to the resolution by KT’s board of directors at October 25, 2007 and is expected to be liquidated in 2008.

 

(Note 14) KTF Indonesia is owned 99.0% by KTF.

 

(Note 15) In 2007, KT acquired 60% ownership interest of Super iMax in Uzbekistan for (Won)1,321 million.

 

(Note 16) In 2007, KT acquired 51% ownership interest of East Telecom in Uzbekistan for (Won)14,515 million.

 

(Note 17) In 2007, KT established KTSC Investment Management B.V. in the Netherlands to manage its investments in certain subsidiaries and acquired a 60% ownership interest of this company for (Won)15 million.

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a. Basis of Financial Statement Presentation

 

The Company maintains its official accounting records in Korean won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. To conform more closely to presentations customary in filings with the Securities and Exchange Commission of the United States of America, the accompanying consolidated financial statements have been restructured and translated into English for the convenience of the readers of financial statements. Certain supplementary information included in the statutory Korean language consolidated financial statements, not required for a fair presentation of the Company and its subsidiaries’ financial position or result of operations, is not presented in the accompanying consolidated financial statements.

 

b. Adoption of Statements of Korea Accounting Standards (“SKAS”)

 

Through December 31, 2007, the Korea Accounting Standards Board (“KASB”) has issued Statements of Korea Accounting Standards (“SKAS’s”) No. 1 through No. 25 to revise the previous Financial Accounting Standards. Among these statements, SKAS No. 1 through No. 20 (excluding No. 11) should be applied in the prior periods whereas SKAS No. 11 and No. 21 through No. 25 shall be applied from the current period. Application of these SKAS’s has no material impact on the Company’s consolidated financial statements for the current period.

 

Summary of major changes from the application of new SKAS’s during the current period are as follows:

 

SKAS


  

Summary of major changes


No. 11 “Discontinuing Operations”

  

•      Present income (loss) from discontinuing operations and continuing operations separately on the face of the income statement.

•      Disclose the details of discontinuing operations in the notes to the financial statements of the period in which the initial disclosure event of a discontinuing operation occurs.

•      Reclassify into income (loss) from discontinuing operations in the comparative financial statements of the period in which an initial disclosure event occurs any income or loss that arose in the prior period(s) from the discontinuing operation.

No. 21 “Preparation and Presentation of Financial Statements I”

  

•      Separate previous investment assets into investment assets and other non-current assets.

•      Separate previous capital adjustments into capital adjustments and accumulated other comprehensive income (loss).

•      Include statement of changes in equity in the set of financial statements.

•      Disclose the details of comprehensive income in the notes.

No. 22 “Share-based Payment”

  

•      Record compensation cost for stock appreciation right settled by treasury stock in equity.

 

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Notes to Consolidated Financial Statements—(Continued)

 

SKAS


  

Summary of major changes


    

•       Provide detail guidelines about vesting conditions.

•       Do not allow measurement by intrinsic value for cash settled share-based payment (except for non-public companies).

•       Do not re-measure share-based payment transactions previously granted upon initial public offerings (IPO).

No. 23 “Earnings Per Share”

  

•       Do not require non-public companies (except for those in the process of IPO) to disclose earnings per share (under the previous Interpretation, only dilutive earnings per share could be omitted).

•       Clarify calculation methods for basic earnings per share and outstanding average common stock.

•       Present earnings per share on the face of the income statement.

No. 24 “Preparation and Presentation of Financial Statements II”

  

•       Provide basic rules on the classification of accounts in the financial statements of financial institutions.

No. 25 “Consolidated Financial Statements”

  

•       Present negative minority interest as a deductive item in equity.

•       Present income (loss) attributable to equity holders of the parent and minority interest separately on the face of the income statement.

 

In addition, any additional income taxes and tax refunds attributable to prior periods are included in income tax expense for the current period in accordance with the amendment of SKAS No. 16 “Income Taxes”.

 

Such adoptions of new SKAS’s and amendments to SKAS’s did not have an effect on the net assets as of December 31, 2006 and 2007 and net income of the Company for each of the three years in the period ended December 31, 2007. The changes of accounting are retroactively applied in the accompanying consolidated financial statements for the prior periods in accordance with SKAS No. 21 and SKAS No. 16.

 

c. Cash and Cash Equivalents

 

Cash and cash equivalents includes cash, substitute securities including checks issued by others, and checking accounts, ordinary deposits and financial instruments, which can be easily converted into cash and whose value changes due to changes in interest rates are not material, with maturities (or date of redemption) of three months or less upon acquisition.

 

d. Allowance for Doubtful Accounts

 

An allowance for doubtful accounts is provided to cover estimated losses on receivables (account receivable—trade, accounts receivable—other, loans and other), based on collection experience and analysis of the collectability of individual outstanding receivables.

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Changes in the allowance for doubtful accounts for accounts receivable—trade and loans for each of the three years in the period ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

    2006

    2007

 

Balance at the beginning of year

   (Won) 702,635     (Won) 613,873     (Won) 563,164  

Provision

     120,048       111,285       71,502  

Write-offs

     (208,810 )     (161,994 )     (146,937 )
    


 


 


Balance at the end of year

   (Won) 613,873     (Won) 563,164     (Won) 487,729  
    


 


 


 

e. Inventories

 

Inventories, which consist mainly of supplies for telecommunication facilities and PCS handsets for sales, are stated at the acquisition cost, with cost determined using the moving average method, except for goods-in-transit and land for construction for which cost are determined using the specific identification method. During the year, perpetual inventory systems are used to value inventories, which are adjusted to physical inventory counts performed at the end of the year. When the market value of inventories (net realizable value for merchandise and current replacement cost for supplies) is less than the carrying value, carrying value is stated at the lower of cost or market. The lower of cost or market method is applied by group of inventories and loss on inventory valuation is presented as a deductive item from inventories and charged to operating expenses. However, when the circumstances that previously caused inventories to be written down below cost no longer exist and the new market value of inventories subsequently recovers, the valuation loss is reversed to the extent of the original valuation loss and the reversal is deducted from operating expenses.

 

f. Securities (excluding the equity method investment securities)

 

Debt and equity securities are initially stated at the market value of consideration given for acquisition (market value of securities acquired if market value of consideration given is not available) plus incidental costs attributable to the acquisition of the securities and are classified into trading, available-for-sale and held-to-maturity securities depending on the purpose and nature of acquisition. Trading securities are presented as short-term investments while available-for-sale securities and held-to-maturity securities are presented as short-term investments or long-term investment securities depending on their nature in the balance sheet. The moving average method for equity securities and the specific identification method for debt securities are used to determine the cost of securities for the calculation of gain (loss) on disposal of those securities.

 

- Trading securities

 

Securities that are bought and held principally for the purpose of selling them in the near term with active and frequent buying and selling, including securities which consist of a portfolio of securities with the clear objective of generating profits on short-term differences in price, are classified as trading securities. Trading securities are recorded at their fair value and unrealized gains or losses from trading securities are recorded as gain (loss) on valuation of trading securities included in the non-operating revenues (expenses).

 

- Held-to-maturity securities

 

Debt securities that have fixed or determinable payments with a fixed maturity are classified as held-to-maturity securities only if the Company has both the positive intent and ability to hold those securities to maturity. However, debt securities, whose maturity dates are due within one year from the balance sheet date are classified as current assets.

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

After initial recognition, held-to-maturity securities are stated at amortized cost in the balance sheet. When held-to-maturity securities are measured at amortized costs, the difference between their acquisition cost and face value is amortized using the effective interest rate method and the amortization is included in the cost and interest income.

 

When the possibility of not being able to collect the principal and interest of held-to-maturity securities according to the terms of the contracts is highly likely, the difference between the recoverable amount (the present value of expected cash flows using the effective interest rate upon acquisition of the securities) and book value are recorded as loss on impairment of held-to-maturity securities included in the non-operating expenses and the held-to-maturity securities are stated at the recoverable amount after impairment loss. If the value of impaired securities subsequently recovers and the recovery can be objectively related to an event occurring after the impairment loss was recognized, the reversal of impairment loss are recorded as reversal of impairment loss on held-to-maturity securities included in non-operating revenues. However, the resulting carrying amount after the reversal of impairment loss shall not exceed the amortized cost that would have been measured, at the date of the reversal, if no impairment loss were recognized.

 

- Available-for-sale securities

 

Debt and equity securities that do not fall under the classifications of trading or held-to-maturity securities are categorized and presented as available-for-sale securities included in investment assets. However, if an available-for-sale security matures or it is certain that such security will be disposed of within one year from the balance sheet date, it is classified as a current asset.

 

Available-for-sale securities are recorded at fair value. Unrealized gain or loss from available-for-sale securities are presented as gain or loss on valuation of available-for-sale securities included in accumulated other comprehensive income of stockholders’ equity. In addition, accumulated gain or loss on valuation of available-for-sale securities are reflected in either gain or loss on disposal of available-for-sale securities or loss on impairment of available-for-sale securities upon disposal or recognition of impairment of the securities. However, available-for-sale equity securities that are not marketable and whose fair value cannot be reliably measured are recorded at acquisition cost.

 

When there is objective evidence that the available-for-sale securities are impaired and the recoverable amount is lower than the cost (amortized cost for debt securities) of the available-for-sale securities, an impairment loss is recognized as loss on impairment of available-for-sale securities of non-operating expenses and the related unrealized gain or loss remaining in stockholders’ equity is adjusted to the impairment loss. If the value of impaired securities subsequently recovers and the recovery can be objectively related to an event occurring after the impairment loss was recognized, the reversal of impairment loss can be recognized up to the previously recorded impairment loss as a reversal of loss on impairment of available-for-sale securities included in non-operating revenues. However, if the fair value increases after the impairment loss is recognized but does not relate to the recovery of impairment loss as described above, the increase in fair value is recorded in stockholders’ equity.

 

g. Equity Method Investment Securities

 

Investments in equity securities of companies, over which the Company exercises significant influence, are reported using the equity method of accounting.

 

- Accounting for changes in the equity of the investee

 

Under the equity method of accounting, the Company records changes in its proportionate equity of the net assets of the investee depending on the nature of the underlying changes in the investee as follows; (i) “equity in

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

income (loss) of associates” in the non-operating revenues (expense) for net income (loss) of the investee; (ii) “increase (decrease) in retained earnings of associates” in the retained earnings for changes in beginning retained earnings of the investee; (iii) “increase (decrease) in equity of associates” in the accumulated other comprehensive income (loss) for other changes in stockholders’ equity of the investee.

 

When the equity method investee’s unappropriated retained earnings carried over from prior period changes due to significant error corrections, the Company records the changes in equity as “equity in income (loss) of associates” included in the non-operating revenues (expenses) unless the impact of the changes on the Company’s consolidated financial statements is significant. If the changes results from the changes in accounting policies of the equity method investee, they are reflected in the unappropriated retained earnings carried over from prior period in accordance with SKAS on changes in accounting policy and errors corrections. When the investee declares cash dividends, the dividends to be received are deducted directly from equity method investment securities.

 

- Treatment of investment difference

 

Difference between the acquisition cost and the Company’s proportionate equity in the fair value of net assets of the investee upon acquisition (“Investment difference”) are considered as (negative) goodwill and accounted for in accordance with accounting standards for business combination. The goodwill portion which is amortized over useful lives (4~10 years) on a straight line method and the negative goodwill portion which is amortized over the weighted average useful lives of depreciable non-monetary assets of the investee are included in “equity in income (loss) of associates”.

 

When the Company’s equity interest in the investee increases due to an increase (or decrease) in contributed capital with (or without) consideration, the changes in the Company’s proportionate equity in the investee is accounted for as investment difference. If the Company’s equity interest decreases, the changes are accounted for as “gain (loss) on disposal of the equity method investment securities”.

 

- Difference between the fair value and book value of net assets of the investee

 

Upon acquisition of the equity method investment securities, the Company’s proportionate shares in the differences between the fair values and book values of the identifiable assets and liabilities of the investee are amortized/reversed and included in “equity in income (loss) of associates” in accordance with the investee’s methods of accounting for the assets and liabilities.

 

- Elimination of unrealized gain or loss from intercompany transactions

 

The Company’s proportionate share in the gain (loss) arising from transactions between the Company and the investee, which remains in the book value of assets held as of balance sheet date is considered unrealized gain (loss) and adjusted to equity method investment securities.

 

- Impairment loss on equity method investment securities

 

When there is objective evidence that the equity method investment securities are impaired and the recoverable amount is lower than the carrying amount of the equity method investment securities, an impairment loss is recognized as “loss on impairment of equity method investment securities” included in non-operating expenses and shall first reduce the unamortized investment difference, if any. When the recoverable amount is recovered after the recognition of impairment loss, the reversal of impairment loss can be recognized as income

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

up to the previously recorded impairment loss. The book value of the equity method investment securities after the reversal of the impairment loss cannot exceed the book value calculated as if the impairment loss had not been originally recognized. The reversal of the impairment loss recognized against the unamortized investment difference is not allowed.

 

- Translation of financial statements of overseas investees

 

For overseas investees whose financial statements are prepared in foreign currencies, the equity method of accounting is applied after assets and liabilities are translated in accordance with the accounting treatments for the translation of the financial statements of overseas’ subsidiaries for consolidated financial statements. The Company’s proportionate share of the difference between assets net of liabilities and stockholders’ equity after translation into Korean won is accounted for as “increase (decrease) in equity of associates” included in the accumulated other comprehensive income (loss).

 

h. Property and Equipment

 

Property and equipment are stated at cost (acquisition cost or manufacturing cost plus expenditures directly related to preparing the asset ready for use), except for those contributed by the government and stated at amounts revalued on January 1, 1982, and assets acquired from investment in kind, by donation or free of charge in other ways are stated at fair value as an acquisition cost. Expenditures after acquisition or completion that increase future economic benefit in excess of the most recently assessed capability level of the asset are capitalized; other expenditures are charged to expense as incurred. Borrowing costs in relation to the manufacture, purchase, construction or development of assets are charged to current operations.

 

Depreciation is computed by the declining-balance method (except for buildings, structures, underground access to cable tunnels, and concrete and steel telephone poles that are depreciated using the straight-line method) based on the following useful lives of the related units of property and equipment and the accumulated depreciation and impairment are directly deducted from the related assets.

 

     Useful lives (years)

Buildings and structures

   5-60

Machinery and equipment:

    

Underground access to cable tunnels, and concrete and steel telephone poles

   20-40

Other

   3-15

Vehicles

   3-10

Tools, furniture and fixtures

   2-20

 

When the expected future cash flow from use or disposal of the property and equipment is lower than the carrying amount due to obsolescence, physical damage and other, the carrying amount is adjusted to the recoverable amount (the higher of net sales price or value in use) and the difference is recognized as an impairment loss. The Company recorded loss on impairment of property and equipment totaling (Won)7,990 million for the year ended December 31, 2007. Meanwhile, when the recoverable amount subsequently exceeds the carrying amount of the impaired asset, the excess is recorded as a reversal of impairment loss to the extent that the reversed asset does not exceed the carrying amount before previous impairment as adjusted by depreciation. There was no reversal of impairment loss for the year ended December 31, 2007.

 

i. Intangible Assets

 

Intangible assets are initially recognized at acquisition cost (purchase cost plus expenditures directly related to preparing the asset ready for use) and subsequently presented at amortized cost using the straight-line method,

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

with amortization beginning when the asset is available for use. Meanwhile, rights to utilize buildings and facilities and copyrights are amortized over 30 or 50 years since the Company has contractual or lawful exclusive rights to them.

 

Intangible assets are amortized based on the following useful lives:

 

     Useful lives (years)

Research and development cost

   3-6

Goodwill and negative goodwill

   4-10

Software

   1.25-6

Industrial rights

   5-10

Frequency usage rights

   5.75 from the date

of service commencement or 13

Other intangible assets

   10-50

 

Research related costs are generally expensed as operating expenses. Development costs which meet certain requirements and from which future economic benefit is certain are capitalized as intangible assets and the amortization over the estimated useful lives is recorded as operating expenses. Development costs associated with new telecommunication businesses such as Integrated Customer Information System (ICIS) and Broadband Integrated Services Digital Network (B-ISDN) and software such as Integrated Logistics Information System, Information Superhighway and Enterprise Resource Planning (ERP) are accounted for as intangible assets.

 

The Company was elected as a WiBro business provider on January 20, 2005 and paid (Won)125,800 million to the MIC in exchange for the usage right to frequency range of 2331.5~2358.5 Mhz obtained on March 30, 2005. The rights have a contractual life of 7 years from the grant date and are amortized over the remaining contractual life commencing from June 30, 2006 when commercial service was initiated.

 

On December 15, 2000, KTF acquired the license to provide third generation mobile services utilizing 2GHz frequency band (“IMT-2000 service”) for which a total payment of (Won)1,300 billion is to be paid to MIC as a license fee. KTF paid (Won)650 billion out of the total license fee on March 20, 2001 and the remaining balance of (Won)650 billion is required to be paid including interest for five years from 2007 to 2011 of which (Won)90 billion was paid in 2007. As of December 31, 2007, the unpaid license fees amounting to (Won)515,208 million (including current portion of (Won)108,920 million), net of present value discount of (Won)44,792 million (including current portion of (Won)1,080 million), are recorded as current or non-current liabilities. Interest rate applied to these accounts payable—other is the average of three-year Government bond interest rates as of 21st day of each month from March of prior year to February of current year minus 0.75%.

 

Future payment schedule of the license fees as of December 31, 2007 is as follows (in millions of Korean won):

 

Year ending December 31,


    

2008

   (Won) 110,000

2009

     130,000

2010

     150,000

2011

     170,000
    

Total

   (Won) 560,000
    

 

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverable amount of the assets. When the recoverable amount (the higher of net sales price or value in use) of intangible assets is significantly lower than the carrying amount due to obsolescence, and other, the difference is recognized as an impairment loss. When the recoverable amount subsequently exceeds the carrying amount of the impaired asset, the excess is recorded as a reversal of impairment loss to the extent that the reversed asset does not exceed the carrying amount before the previous impairment as adjusted for amortization. The Company recorded loss on impairment of intangible assets totaling (Won)8,957 million for the year ended December 31, 2007. There was no reversal of impairment loss for the year ended December 31, 2007.

 

Goodwill, which represents the excess of the acquisition cost over the fair value of net identifiable assets acquired related to entities that are being consolidated, is amortized on a straight-line basis over a reasonable period. However, if the recoverable amount is significantly lower than the book value, an impairment loss on goodwill is charged against current earnings. Negative goodwill, which represents the excess of the fair value of net identifiable assets acquired over the acquisition cost, is recorded as a contra account (reduction) to intangible assets. For the year ended December 31, 2007, the amortization of goodwill of (Won)138,405 million is included in operating expenses and the reversal of negative goodwill of (Won)518 million is included in non-operating revenues.

 

j. Contributions for Construction and Others

 

Government subsidies and contributions for construction granted for the purpose of acquisition of certain assets are recorded as a deduction from the assets granted or other assets acquired for the temporary use of the assets granted. When the related assets are acquired, they are recorded as a deduction from the acquired assets and offset against the depreciation of the acquired assets over their useful lives. In addition, government subsidies and contributions for construction without any repayment obligation is offset against the related expenses for which they are intended to compensate, however, if there is no matching expense, they are recorded as operating or non-operating revenue depending on whether they are directly related to the Company’s principal operating activities. Government subsidies and contributions for construction with a repayment obligation are recorded as a liability.

 

k. Present Value Discount for Assets and Liabilities

 

Receivables or payables from long-term installment transactions, long-term loans/borrowings or the other similar transactions are stated at present value which is determined by discounting total amounts receivable or payable in the future using the effective interest rate, if the nominal value is significantly different from the present value. The discount or premium resulting from the determination of present value should be reported in the balance sheet as a direct deduction from or addition to the nominal value of the related receivables or payables and the amortization by the effective interest rate method is included in the period income (loss).

 

l. Translation of Assets and Liabilities Denominated in Foreign Currency

 

Transactions denominated in foreign currencies are recorded in Korean won translated at the exchange rate prevailing on the transaction date and the resulting gain (loss) from foreign currency transactions is included in non-operating revenues (expenses). Monetary assets and liabilities denominated in foreign currency are translated into Korean won at the Base Rates announced by Seoul Money Brokerage Services, Ltd. on the balance sheet dates, which were, for U.S. dollars, (Won)1,013.0: USD 1, (Won)929.6: USD 1 and (Won)938.2: USD 1 at December 31, 2005, 2006 and 2007, respectively, and the resulting gain (loss) from foreign currency translation is included in non-operating revenues (expenses).

 

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KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

m. Convertible and Exchangeable Bonds

 

The proceeds from issuance of convertible bonds are allocated between the conversion right and the debt issued. When additional amount is paid upon maturity to guarantee certain yield rate, the redemption premium is recognized as an addition to the convertible bonds and the conversion right, which represents the difference between the issue price of the convertible bonds and the present value of normal bonds, is accounted for as capital surplus. The redemption premium, the conversion right and the expenses incurred for the issuance of the bonds are adjusted to the bonds and amortized to interest expense using the effective interest rate method over the redemption period of the convertible bonds.

 

Effective January 1, 2003, the Company adopted SKAS No. 9, “Convertible Securities” which requires the separate recognition of the capital features. However, as allowed by the transaction clause of the Statement, the Company recorded the exchangeable bonds issued prior to the effective date as a single accounting unit. Meanwhile, the exchangeable bonds were fully redeemed by the Company on December 29, 2006.

 

n. Provisions for Severance Indemnities

 

In accordance with KT and its domestic subsidiaries’ policies, all employees with more than one year of service are entitled to receive lump-sum severance payments upon termination of their employment, based on their current rates of salary and length of service. The accrual for severance indemnities is computed as if all employees were to terminate at the balance sheet dates and amounted to (Won)1,308,069 million and (Won)1,566,313 million for the years ended December 31, 2006 and 2007, respectively.

 

The Company has insured a portion of its obligations for severance indemnities by making deposits, that will be directly paid to employees, with Samsung Life Insurance and other and records them as deposits for severance insurance deposits which is directly deducted from the accrued severance indemnities.

 

o. Provisions

 

The Company recognizes a provision for a liability with uncertain timing or amount when (1) there is a present obligation of the Company arising from past events, (2) it is highly likely that an outflow of resources will be required to settle the obligation, and (3) the amount for the settlement of the obligation can be reliably measurable.

 

If there is a significant difference between the nominal value and present value of such provision, the provision is stated at the present value of the expenditures expected to be required to settle the obligation.

 

p. Derivative Instruments

 

The Company records rights and obligations arising from derivative instruments in assets and liabilities, which are stated at fair value. Gains and losses that result from the changes in the fair value of derivative instruments are recognized in current earnings. However, for derivative instruments that cash flow hedge accounting applies to, the effective portion of the gain or loss on the derivatives instruments are recorded as gain (loss) on valuation of derivatives included in the accumulated other comprehensive income (loss).

 

q. Share-based Payment

 

The Company’s share-based payment transactions are accounted for in accordance with SKAS No.22 “Share-based Payment” which is effective from fiscal year beginning on or after December 31, 2006. As allowed

 

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Notes to Consolidated Financial Statements—(Continued)

 

in the transition clause of SKAS No. 22, for employee stock options granted before January 1, 2007, the Company accounts for them in accordance with Interpretation No. 39-35 “Accounting for Stock Options”.

 

(i) Stock options

 

The Company has granted stock options to its executive officers and directors prior to January 1, 2007, and for equity-settled stock options, the Company records compensation expenses which are allocated over the period in which the options vest with the corresponding credit to the stock options of the capital adjustments. When the options are exercised with the issuance of new shares, the difference between the exercise price plus the stock option cost recorded in the capital adjustments account and the par value of the new shares issued, is recorded as additional paid-in capital. In the event the Company grants stock options based on cash-settled share-based payment, the Company records compensation expenses which are allocated over the period in which the options vest with the corresponding liability recorded.

 

When stock options are forfeited because the specified vesting requirements are not satisfied, previously recognized compensation costs are reversed to earnings and the corresponding capital adjustments or liabilities are reversed as well. When stock options expire unexercised, previously recognized compensation costs and corresponding capital adjustments are reversed to capital surplus.

 

(ii) Share-based payments

 

Share-based payments granted on or after January 1, 2007 are measured as below:

 

For equity-settled share-based payment transactions, the Company measures the goods or services received, and the corresponding increase in equity (capital adjustments), directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the Company measures the value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.

 

For cash-settled share-based payment transactions, the Company measures the goods or services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Company re-measures the fair value of the liability at each reporting date and at the date of settlement, with any changes in value recognized in profit or loss for the period.

 

For share-based payment transactions in which the terms of the arrangement provide either the Company or the supplier of goods or services with a choice of whether the Company settles the transaction in cash or by issuing equity instruments, the Company is required to account for that transaction, or the components of that transaction, as a cash-settled share-based payment transaction if, and to the extent that, the Company has incurred a liability to settle in cash (or other assets), or as an equity-settled share-based payment transaction if, and to the extent that, no such liability has been incurred.

 

r. Accounting for Leases

 

A lease is classified as a finance lease or an operating lease depending on the extent of transfer to the Company of the risks and rewards incidental to ownership. If a lease meets any one of the following criteria, it is accounted for as a finance lease:

 

   

The lease transfers ownership of the asset to the lessee by the end of the lease term;

 

   

The lessee has the option to purchase the asset at a bargain price and it is certain that the option will be exercised;

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

   

The lease term is for the major part (75% or more) of the economic life of the asset even if title is not transferred;

 

   

At the date of lease commencement the present value of the minimum lease payments amounts to at least substantially all (90% or more) of the fair value of the leased asset; or

 

   

The leased assets are of such a specialized nature that only the Company can use them without major modifications.

 

All other leases are treated as operating leases.

 

For operating leases, lease payments excluding guaranteed residual value are recognized as an expense on a straight-line basis over the lease term and contingent rent is expensed as incurred. Finance leases are recognized as assets and liabilities at the lower of fair value of the leased property or the present value of the minimum lease payments discounted using the implicit interest rate of the lessor (or the Company’s incremental borrowing rate if the implicit interest rate is not practicable to determine). Any initial direct costs incurred by the Company are added to the amount recognized as an asset. The depreciation policy for depreciable leased assets is consistent with that for the similar depreciable assets that are owned by the Company. Annual minimum lease payments excluding guaranteed residual value is allocated to interest expense, which is calculated using the effective interest rate, and finance lease repayment amount. Contingent rent relating to finance are charged as expenses in the periods in which they are incurred, however, if the amount is material it is allocated to principal and interest, respectively, over the remaining lease term.

 

s. Revenue Recognition

 

The Company’s service revenues, which include revenues derived from telephone services, internet services and data services, are recognized on a service-rendered basis. In connection with such services, the MIC and other government entities have extensive authority to regulate the Company’s fees. The MIC has responsibility for approving rates for local service and interconnection and broadband internet access services provided by the Company. As for other telecommunication services, the related rates are just required to be reported to the MIC.

 

The Company recognizes sales on PCS handsets when these are delivered to the dealers. In addition, the Company’s construction revenue is recognized by reference to the percentage of completion of the contract which is calculating the ratio of the actual contract costs incurred to date to the estimated total contract costs.

 

Meanwhile, the Company recognizes sales revenues on a gross basis when the Company is the primary obligor in the transactions with customers and if the Company merely acts as an agent for the buyer or seller from whom it earns a commission, then the sales revenues are recognized on a net basis.

 

t. Income Taxes

 

When the Company recognizes deferred income tax assets or liabilities for the temporary differences between the carrying amount of an asset and liability and tax base, a deferred income tax liability for taxable temporary difference is fully recognized except to the extent in accordance with income tax related SKAS while a deferred tax asset for deductible temporary difference is recognized to the extent that it is almost certain that taxable profit will be available against which the deductible temporary difference can be utilized. Deferred income tax asset (liability) is classified as current or non-current asset (liability) depending on the classification of related asset (liability) in the balance sheet. Deferred income tax asset (liability) which does not relate to specific asset (liability) account in the balance sheet such as deferred income tax asset recognized for tax loss

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

carryforwards is classified as current or non-current asset (liability) depending on the expected reversal period. Deferred income tax assets and liabilities in the same tax jurisdiction and in the same current or non-current classification are presented on a net basis. Current and deferred income tax expense are included in income tax expense in the statement of operations and additional income taxes or tax refunds for the prior periods are included in income tax expense for the current period when recognized. However, income taxes resulting from transactions or events, which were directly recognized in stockholders’ equity in current or prior periods, or business combinations are directly adjusted to equity account or goodwill (or negative goodwill).

 

The Company early adopted the Korea Accounting Institute (“KAI”) Opinion 06-2 “Deferred Income Taxes on Investments in Subsidiaries, Associates and Interests in Joint Ventures,” in 2006, which requires the Company to consider the temporary differences from investments in subsidiaries, associates and interest in joint ventures as a whole instead of segregating them subject to their nature in determining whether or not to recognize their income tax effect.

 

u. Use of Estimates

 

The Company’s management uses reasonable estimates and assumptions in preparing the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the Republic of Korea. The estimates and assumptions can change according to additional experiences, changes in circumstances, new information and other and may be different from actual results.

 

v. Elimination of Inter-Company Unrealized Gain/Loss

 

Unrealized gains and losses included in the inventories, property and equipment and other which were acquired by transactions amongst KT and subsidiaries are fully eliminated using the gross margin ratio of the transactions and the gains and losses on disposal.

 

w. Translation of Overseas Subsidiaries’ Financial Statements

 

For overseas subsidiaries whose financial statements are prepared in foreign currencies, assets and liabilities are translated at the exchange rate at the consolidated balance sheet date and statement of income items are translated at the average exchange rate for the respective fiscal period. Net translation adjustments are recorded as gain (loss) on translation of foreign operations included in the accumulated other comprehensive income.

 

x. Changes in Consolidated Entities

 

For the year ended December 31, 2007, KTF M&S, KT FDS, Bluecord Technology Corp., Doremi Media Co.,Ltd., KTSC IM B.V. Super iMAX and East Telecom are newly acquired in 2007 and included in the consolidation. Meanwhile, Korea Telecom Venture Fund No.1, which was dissolved and in which interests were collected in 2007, and Korea Telecom Philippines, Inc., which will be liquidated in 2008, is excluded from the consolidation.

 

In addition, when a subsidiary is acquired during the year, it is presented in the consolidated statements of income as though it had been acquired at the beginning of the year, and its earning (loss) prior to acquisition is separately presented as a deductive (additive) line item in the consolidated statements of income.

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

y. Adoption of New Accounting Standards and Reclassifications of Financial Statements

 

The Company made adjustments to the 2005 and 2006 consolidated financial statements to retrospectively apply the adoption of Statements of Korean Accounting Standards and reclassify certain accounts in prior periods to conform to current period’s presentation. Such reclassification did not have an effect on the net assets as of December 31, 2006 and net income of the Company for the years ended December 31, 2005 and 2006. Additionally, the Company made an adjustment to the consolidated statements of cash flows due to the change of policy in 2007 and reclassified prior periods to be in conformity with current year presentation. (in millions of Korean won):

 

2005


   As
previously
reported


    Adoption of
SKASs


    Reclassification

    As adjusted

 

Operating revenue

   (Won) 17,155,694     (Won) (239 )   (Won) 36,390     (Won) 17,191,845  

Operating expenses

     (14,725,083 )     570       (56,237 )     (14,780,750 )
    


 


 


 


Operating income

     2,430,611       331       (19,847 )     2,411,095  

Non-operating revenue

     530,939       (4,016 )     (36,390 )     490,533  

Non-operating expense

     (1,214,234 )     20,768       56,237       (1,137,229 )
    


 


 


 


Income from continuing operations before income tax expense

     1,747,316       17,083       —         1,764,399  

Income tax expense on continuing operations

     (387,280 )     (12,109 )     —         (399,389 )
    


 


 


 


Income from continuing operations

     1,360,036       4,974       —         1,365,010  

Loss from discontinuing operations

     —         (4,974 )     —         (4,974 )
    


 


 


 


Net income

   (Won) 1,360,036     (Won) —       (Won) —       (Won) 1,360,036  
    


 


 


 


Cash flows from operating activities

   (Won) 5,985,903     (Won) —       (Won) (121,084 )   (Won) 5,864,819  

Cash flows from investing activities

     (2,522,964 )     —         (3,056 )     (2,526,020 )

Cash flows from financing activities

     (3,725,275 )     —         124,140       (3,601,135 )

Effect of changes in consolidated entities

     53,050       —         —         53,050  
    


 


 


 


Net decrease in cash and cash equivalents

   (Won) (209,286 )   (Won) —       (Won) —       (Won) (209,286 )
    


 


 


 


 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

2006


   As
previously
reported


    Adoption of
SKASs


    Reclassification

    As adjusted

 

Current assets

   (Won) 5,980,390     (Won) 1,030     (Won) —       (Won) 5,981,420  

Non-current assets

     18,241,646       20,268       —         18,261,914  
    


 


 


 


Total assets

   (Won) 24,222,036     (Won) 21,298     (Won) —       (Won) 24,243,334  
    


 


 


 


Current liabilities

   (Won) 5,422,088     (Won) 1,027     (Won) —       (Won) 5,423,115  

Non-current liabilities

     8,102,644       20,271       —         8,122,915  
    


 


 


 


Total liabilities

     13,524,732       21,298       —         13,546,030  
    


 


 


 


Common stock

     1,560,998       —         —         1,560,998  

Capital surplus

     1,289,803       —         2,672       1,292,475  

Capital adjustments

     (3,820,817 )     5,772       (2,672 )     (3,817,717 )

Accumulated other comprehensive income

     —         (5,772 )     —         (5,772 )

Retained earnings

     9,400,068       —         —         9,400,068  

Minority interest

     2,267,252       —         —         2,267,252  
    


 


 


 


Total equity

     10,697,304       —         —         10,697,304  
    


 


 


 


Total liabilities and equity

   (Won) 24,222,036     (Won) 21,298     (Won) —       (Won) 24,243,334  
    


 


 


 


Operating revenue

   (Won) 17,756,156     (Won) —       (Won) 68,724     (Won) 17,824,880  

Operating expenses

     (15,376,920 )     265       (64,849 )     (15,441,504 )
    


 


 


 


Operating income

     2,379,236       265       3,875       2,383,376  

Non-operating revenue

     654,235       (20,346 )     (68,724 )     565,165  

Non-operating expense

     (1,033,708 )     6,164       64,849       (962,695 )
    


 


 


 


Income from continuing operations before income tax expense

     1,999,763       (13,917 )     —         1,985,846  

Income tax expense on continuing operations

     (490,046 )     13,921       —         (476,125 )
    


 


 


 


Income from continuing operations

     1,509,717       4       —         1,509,721  

Loss from discontinuing operations

     —         (4 )     —         (4 )
    


 


 


 


Net income

   (Won) 1,509,717     (Won) —       (Won) —       (Won) 1,509,717  
    


 


 


 


Cash flows from operating activities

   (Won) 5,764,199     (Won) —       (Won) (50,623 )   (Won) 5,713,576  

Cash flows from investing activities

     (3,061,868 )     —         953       (3,060,915 )

Cash flows from financing activities

     (2,416,834 )     —         49,670       (2,367,164 )

Effect of changes in consolidated entities

     (3,571 )     —         —         (3,571 )
    


 


 


 


Net increase in cash and cash equivalents

   (Won) 281,926     (Won) —       (Won) —       (Won) 281,926  
    


 


 


 


 

z. Basis of Translating Consolidated Financial Statements

 

The consolidated financial statements are expressed in Korean won and, solely for the convenience of the reader, the consolidated financial statements as of and for the year ended December 31, 2007, have been translated into U.S. dollars at the rate of (Won)935.8 to USD1, the noon buying rate in the City of New York for cable transfers in Korean won as certified for customs purposes by the Federal Reserve Bank of New York on the last business day of the year ended December 31, 2007. The translation should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

3. RESTRICTED DEPOSITS

 

Details of restricted deposits as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

          2006

   2007

  

Description


Short-term financial instruments

   Time deposits    (Won) 733    (Won) 1,904    Guarantee deposits and others

Long-term financial instruments

   Checking account deposit      39      61   

Checking account deposit

and others

         

  

    

Total

        (Won) 772    (Won) 1,965     
         

  

    

 

4. INVENTORIES

 

Inventory valuations as of December 31, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

     2006

    2007

 
     Cost

   Lower of cost
or market
value


   Valuation
allowance


    Cost

   Lower of cost
or market
value


   Valuation
allowance


 

Merchandise

   (Won) 235,239    (Won) 192,266    (Won) (42,973 )   (Won) 284,313    (Won) 250,028    (Won) (34,285 )

Supplies

     22,552      21,687      (865 )     35,169      30,538      (4,631 )

Other

     23,242      23,242      —         18,538      18,538      —    
    

  

  


 

  

  


     (Won) 281,033    (Won) 237,195    (Won) (43,838 )   (Won) 338,020    (Won) 299,104    (Won) (38,916 )
    

  

  


 

  

  


 

5. SECURITIES

 

Securities as of December 31, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

a. Short-term Investments

 

     2006

   2007

Short-term financial instruments

   (Won) 312,592    (Won) 305,540

Short-term loans

     122,645      104,057

Beneficiary certificates

     31,358      46,085

Available-for-sale securities (Equity securities)

     202,048      3,064

Available-for-sale securities (Debt securities)

     2,288      1,419

Held-to-maturity securities

     32      5
    

  

Total

   (Won) 670,963    (Won) 460,170
    

  

 

b. Trading Securities

 

     2006

   2007

Beneficiary certificates

   (Won) 31,358    (Won) 46,085
    

  

 

F-36


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

c. Available-for-sale Securities

 

Equity securities


  2006

 
  Percentage of
ownership (%)


    Acquisition
cost


  Fair value or
net book value


  Book value

  Unrealized gains
(losses) (Note 1)


 

Current assets:

                               

Beneficiary certificates and others

  —       (Won) 201,000   (Won) 202,048   (Won) 202,048   (Won) 1,048  
         

 

 

 


Sub total

  —         201,000     202,048     202,048     1,048  
         

 

 

 


Non-current assets:

                               

Krtnet Corp.

  7.4 %     1,954     4,200     4,200     2,247  

GaeaSoft Corp.

  2.0 %     533     1,084     1,084     551  

Zakang Inc.

  0.5 %     300     13     13     (287 )

Geotel Corp.

  7.8 %     263     2,970     2,970     2,707  

PT.Mobile

  2.3 %     10,069     13,321     13,321     3,252  

Dalsvyaz

  2.6 %     590     704     704     114  

Solid Technologies, Inc.

  4.8 %     590     6,640     6,640     6,050  

Eluon Corporation

  4.7 %     200     226     226     26  

Zmos Technology, Inc. (Note 2)

  2.9 %     1,872     1,872     1,872     —    

Shinhan Venture Capital Co., Ltd. (Note 2)

  10.0 %     1,800     900     900     —    

MBC-ESS Sport (Note 2)

  9.0 %     1,800     1,046     1,800     —    

KTB Network Co., Ltd. (Note 2)

  10.0 %     1,108     337     337     —    

Korea Information Certificate Authority, Inc. (Note 2)

  9.4 %     2,000     1,544     2,000     —    

KM Credit Information Inc. (Note 2)

  9.3 %     1,202     —       —       —    

Korea Software Financial Cooperative (“KSFC”) (Note 2)

  1.6 %     1,160     1,745     1,160     —    

EST Soft Corp. (Note 2)

  15.0 %     1,650     2,615     1,650     —    

Digitalinside Co., Ltd. (Note 2)

  19.4 %     499     1,255     499     —    

Vacom, Wireless Inc. (Note 2)

  16.8 %     1,880     641     641     —    

CXP, Inc. (Note 2)

  12.1 %     1,200     50     50     —    

Ongamenet Co., Ltd. (Note 2)

  11.4 %     1,186     2,420     1,061     (125 )

CEC Mobile (Note 2)

  16.7 %     4,456     1,507     1,507     —    

NETS Co., Ltd. (Note 2)

  11.7 %     300     108     108     —    

Korea Smart Card Co., Ltd. (Note 2)

  1.1 %     326     24     24     —    

Metrix Corporation Inc. (Note 2)

  2.0 %     200     14     14     —    

Wiz Communication Co., Ltd. (Note 2)

  18.4 %     490     475     490     —    

MIC2001-4TG Venture (Note 2)

  5.0 %     350     350     350     —    

Korea Telecommunications Operators Association (“KTOA”) (Note 2)

  —         689     689     689     —    

Prime Venture Capital Corp. (Note 2)

  10.0 %     1,000     —       —       —    

DirectMedia Co., Ltd. (Note 2)

  16.1 %     435     285     248     —    

Ncerti Co., Ltd. (Note 2)

  19.9 %     328     476     328     —    

ICO Global Communication Ltd. (Note 2)

  0.1 %     617     —       —       —    

Softbank Korea Co., Ltd. (Note 2)

  6.7 %     1,406     959     959     —    

Binext CT Financial Cooperative (Note 2)

  15.0 %     1,500     1,483     1,500     —    

Entaz Co., Ltd. (Note 2)

  10.1 %     1,000     701     1,000     —    

KBSN (formerly “KBSsky”) (Note 2)

  5.9 %     950     950     950     —    

Anyusernet Co., Ltd. (Note 2)

  4.3 %     700     700     700     —    

Carpoint Co., Ltd. (Note 2)

  15.0 %     998     998     998     —    

Beneficiary certificates

  —         3,000     2,866     2,866     (134 )

Others (Note 2)

  —         23,258     13,120     11,204     —    
         

 

 

 


Sub total

          73,859     69,288     65,063     14,401  
         

 

 

 


Total

        (Won) 274,859   (Won) 271,336   (Won) 267,111   (Won) 15,449  
         

 

 

 


 

F-37


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

 
     Percentage of
ownership (%)


    Acquisition
cost


   Fair value or net
book value


   Book
value


   Unrealized gains
(losses) (Note 1)


 

Current assets:

                                   

Beneficiary certificates

         (Won) 563    (Won) 973    (Won) 973    (Won) 410  

Infravalley,lnc.

   3.8 %     200      2,091      2,091      1,891  
          

  

  

  


Sub total

           763      3,064      3,064      2,301  
          

  

  

  


Non-current assets:

                                   

Krtnet Corp.

   7.4 %     1,954      4,122      4,122      2,168  

GaeaSoft Corp.

   2.0 %     533      756      756      223  

Zakang Inc.

   0.0 %     300      5      5      (295 )

Geotel Corp.

   7.8 %     1,143      4,322      4,322      3,179  

PT.Mobile-8

   2.3 %     10,069      10,508      10,508      439  

Solid Technologies, Inc.

   4.7 %     590      4,120      4,120      3,530  

EST Soft Corp.

   14.2 %     1,650      5,062      5,062      3,412  

Ongamenet Co., Ltd.

   11.4 %     1,061      4,831      4,831      3,645  

Cape Industries Ltd.

   0.1 %     125      226      226      101  

Bixolon Co., Ltd.

   0.0 %     11      9      9      (2 )

Sesil Corporation.

   0.4 %     199      225      225      26  

Zmos Technology, Inc. (Note 2)

   8.6 %     1,872      506      1,872      —    

Shinhan Venture Capital Co., Ltd. (Note 2)

   0.0 %     1,800      900      900      —    

Korea Information Certificate Authority, Inc. (Note 2)

   9.3 %     2,000      1,891      2,000      —    

KM Credit Information Inc. (Note 2)

   6.4 %     1,202      —        —        —    

Korea Software Financial Cooperative (“KSFC”) (Note 2)

   1.1 %     1,160      1,315      1,160      —    

Digitalinside Co., Ltd. (Note 2)

   10.2 %     499      766      499      —    

Vacom, Wireless Inc. (Note 2)

   16.8 %     1,880      1,122      641      —    

CXP, Inc. (Note 2)

   12.1 %     1,200      8      50      —    

CEC Mobile (Note 2)

   16.7 %     4,456      —        —        —    

Korea Smart Card Co., Ltd. (Note 2)

   0.7 %     326      90      24      —    

Metrix Corporation Inc. (Note 2)

   2.0 %     200      25      14      —    

Wiz Communication Co., Ltd. (Note 2)

   18.4 %     490      823      490      —    

MIC2001-4TG Venture (Note 2)

   5.0 %     350      350      350      —    

Korea Telecommunications Operators Association (“KTOA”) (Note 2)

   9.9 %     689      689      689      —    

Prime Venture Capital Corp. (Note 2)

   2.7 %     1,000      194      —        —    

DirectMedia Co., Ltd. (Note 2)

   12.5 %     435      309      248      —    

Ncerti Co., Ltd. (Note 2)

   19.9 %     328      407      328      —    

ICO Global Communication Ltd. (Note 2)

   0.2 %     617      —        —        —    

Softbank Korea Co., Ltd. (Note 2)

   6.7 %     1,406      959      959      —    

Binext CT Financial Cooperative (Note 2)

   15.0 %     1,500      1,454      1,500      —    

Entaz Co., Ltd. (Note 2)

   10.1 %     1,000      828      1,000      —    

Luxpia Co., Ltd. (Note 2)

   6.0 %     1,000      1,000      1,000      —    

Paramount Music Co., Ltd. (Note 2)

   48.9 %     1,000      368      1,000      —    

Neighbor Systems Co., Ltd. (Note 2)

   10.4 %     525      451      525      —    

Digital Multimedia Interactive Co., Ltd. (Note 2)

   8.0 %     495      229      495      —    

Beneficiary certificates

   —         14,730      14,325      14,325      (405 )

Others (Note 2)

   —         30,743      13,524      15,299      —    
          

  

  

  


Sub total

           90,538      76,719      79,554      16,021  
          

  

  

  


Total

         (Won) 91,301    (Won) 79,783    (Won) 82,618    (Won) 18,322  
          

  

  

  


 

F-38


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 


(Note 1) The amounts are not adjusted for the tax effects and minority interests in consolidated subsidiaries.

 

(Note 2) Investments in equity securities above, which are recorded at book value of (Won)33,039 million and (Won)31,043 million for the years ended December 31, 2006 and 2007, respectively, do not have readily determinable fair values and therefore are stated at cost. In addition, if the estimated recoverable amount of the securities below their acquisition cost and such difference is not deemed recoverable, write-downs of the individual securities are recorded to reduce the carrying value.

 

For the year ended December 31, 2007, the Company disposed of its investments in Pivotec Co., Ltd., KINX Co., Ltd. and other investments and recognized gross gains and losses on disposal of available-for-sale securities amounting to (Won)9,664 million and (Won)828 million, respectively. The impairment loss on the investment in KTFEN Co., Ltd., which was previously recognized due to the decline in the recoverable amount, was reversed by (Won)76 million up to the acquisition cost for the year ended December 31, 2007 since the recoverable amount was recovered. As the estimated recoverable amount of the investment in Macom Co., Ltd. fell below the acquisition cost and such difference is not deemed recoverable, the Company recognized an impairment loss amounting to (Won)1,809 million for the year ended December 31, 2007.

 

For the year ended December 31, 2007, Korea Telecom Venture Fund No.1 (the “Fund”) was excluded from the Company’s consolidation and, accordingly, the Fund’s investment in KBSN (formerly “KBSsky”), Anyusernet Co., Ltd., Carpoint Co., Ltd. and other were removed from available-for-sale securities.

 

Debt securities


        2006

        Maturity

   Amortized
cost


   Fair
value


   Unrealized gains
(losses) (Note)


Current assets:

                              

Government and public bonds

  

National and local governments

   2007    (Won) 599    (Won) 599    (Won) —  

Bond fund

  

SKG

   2007      67      116      49
    

Korea Exchange bank Pro New MMF3

   2007      29      35      6
    

BS clean MMF AT-3

   2007      474      938      464

Bonds with warrant

  

Nexpop Inc.

   2007      600      600      —  
              

  

  

Sub total

               1,769      2,288      519
              

  

  

Non-current assets:

                              

Government and public bonds

  

National and local governments

   2008~2013      1,273      1,273      —  
              

  

  

Sub total

               1,273      1,273      —  
              

  

  

Total

             (Won) 3,042    (Won) 3,561    (Won) 519
              

  

  

 

F-39


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

          Maturity

   Amortized
cost


   Fair
value

   Unrealized
gains
(losses)
(Note)


Current assets:

                              

Government and public bonds

  

National and local governments

   2008    (Won) 929    (Won) 929    (Won) —  

Convertible bonds

   DreamWiz Inc.    2008      490      490      —  
              

  

  

Sub total

               1,419      1,419      —  
              

  

  

Non-current assets:

                              

Government and public bonds

  

National and local governments

   2009~2013      208      208      —  

Convertible bonds

   Borazon Co., Ltd.    2009      600      600      —  
     Neuron Inc.    2009      650      650      —  
     ImageClick Corporation.    2009      400      400      —  

Bonds with warrant

   Nexscien Co., Ltd.    2010      1,940      1,940      —  
              

  

  

Sub total

               3,798      3,798      —  
              

  

  

Total

             (Won)  5,217    (Won) 5,217    (Won) —  
              

  

  


(Note) The amounts are not adjusted for the tax effects and minority interests in consolidated subsidiaries.

 

Changes in unrealized gain (loss)


   2006

   2007

 
   Equity securities

    Debt securities

   Equity securities

    Debt securities

 

Balance at beginning of the year

   (Won) 15,746     (Won) 115    (Won) 15,449     (Won) 519  

Realized losses (gains) on disposal of securities, net

     (5,439 )     3      (1,074 )     (519 )

Changes in unrealized gains (losses), net

     5,142       401      3,947       —    
    


 

  


 


Balance at end of the year

   (Won) 15,449     (Won) 519    (Won) 18,322     (Won) —    
    


 

  


 


 

The amounts are not adjusted for the tax effects and minority interests in consolidated subsidiaries.

 

d. Held-to-maturity Securities

 

          2006

          Maturity

   Amortized
cost


   Book
value


Current assets:

                       

Government and public bonds

   National and local governments    2007    (Won) 32    (Won) 32
              

  

Sub total

               32      32
              

  

Non-current assets:

                       

Government and public bonds

   National and local governments    2008~2012      308      308

Subordinated bonds

   Shinhan Bank    2009      100      100
              

  

Sub total

               408      408
              

  

Total

             (Won) 440    (Won) 440
              

  

 

F-40


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

          2007

          Maturity

   Amortized
cost


   Book
value


Current assets:

                       

Government and public bonds

   National and local governments    2008    (Won) 5    (Won) 59
              

  

Sub total

               5      5
              

  

Non-current assets:

                       

Government and public bonds

   National and local governments    2009~2012      84      84

Subordinated bonds

   Shinhan Bank    2009      100      100

Asset backed securities

   DCIF 1 Co., Ltd.    2009      60      60
              

  

Sub total

               244      244
              

  

Total

             (Won) 249    (Won) 249
              

  

 

6. EQUITY METHOD INVESTMENT SECURITIES

 

a. Details of Equity Method Investment Securities

 

Details of investments in securities accounted for using the equity method as of December 31, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

    2006

    Number
of shares


  Percentage of
ownership (%)


    Acquisition
cost


  Equity in net
asset value


    Book
value


Korea Telephone Directory Co., Ltd. (“KTD”)

  1,360,000   34.0 %   (Won) 6,800   (Won) 7,867     (Won) 7,867

Korea Information Technology Fund

  100   33.3 %     100,000     101,609       101,609

KBSi Co., Ltd.

  952,000   32.4 %     4,760     2,810       2,810

Kiwoom Investment Co. Ltd. (formerly, “Korea IT Venture Partners Inc”)

  1,800,000   28.0 %     9,000     9,204       9,204

Korea Digital Satellite Broadcasting Co., Ltd. (“KDB”)

  22,706,000   26.7 %     195,976     (17,203 )     16,455

eNtoB Corp.

  760,000   23.8 %     3,800     5,112       5,112

Sky Life Contents Fund

  45   22.5 %     4,500     5,050       5,050

Goodmorning F Co., Ltd. (Note 1)

  114,000   19.0 %     273     826       826

Korea New Realty Development and Construction Co., Ltd. (“KNRDC”) (Note 1)

  266,000   19.0 %     487     2,375       2,375

Korea Information Data Corp. (“KID”) (Note 1)

  760,000   19.0 %     3,800     12,230       12,230

Korea Information Service Corp. (“KIS”) (Note 1)

  570,000   19.0 %     2,850     8,382       8,382

Korea Seoul Contact all Co., Ltd. (Note 1)

  45,600   19.0 %     228     228       228

Korea Service and Communication Co., Ltd. (Note 1)

  45,600   19.0 %     228     228       228

Korea Call Center Co., Ltd. (Note 1)

  45,600   19.0 %     228     228       228

TMWorld Co., Ltd. (Note 1)

  45,600   19.0 %     228     228       228

Ubiquitous Marketing Service and Communication Co., Ltd. (“UMS&C”) (Note 1)

  45,600   19.0 %     228     228       228

Mostech Co., Ltd. (Note 1)

  200,000   17.9 %     5,000     715       4,186

Pivotec Co., Ltd. (Note 1)

  150,541   15.6 %     1,505     6,299       6,299

Mongolian Telecommunications (“MTC”)

  10,348,111   40.0 %     3,450     9,321       9,321

KTF-CJ Music Contents Investment Fund (formerly, “Centurion Music 1”) (Note 4)

  50   50.0 %     5,000     5,025       5,025

Boston Film Fund (Note 6)

  800   39.0 %     8,000     8,014       8,014

AGA Company

  6,686   25.1 %     156     (875 )     —  

Harex InfoTech Inc

  225,000   21.2 %     3,375     753       1,902

Olive Nine Entertainment Co., Ltd. (Note 7)

  140,000   100.0 %     4,200     (1,099 )     833

Olive Nine Creative Co., Ltd.

  40,000   42.9 %     200     249       249

The Contents Entertainment (Note 9)

  30,500   50.8 %     1,754     257       2,133

Tourtainment, Inc.

  15,000   24.6 %     150     134       134
             

 


 

Total

            (Won) 366,176   (Won) 168,195     (Won) 211,156
             

 


 

 

F-41


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

    2007

    Number
of shares


  Percentage of
ownership (%)


    Acquisition
cost


  Equity in net
asset value


    Book
value


  Market
value


Korea Telephone Directory Co., Ltd. (“KTD”)

  1,360,000   34.0 %   (Won) 6,800   (Won) 8,085     (Won) 8,085   (Won) —  

Korea Information Technology Fund

  100   33.3 %     100,000     110,826       110,826     —  

KBSi Co., Ltd.

  952,000   32.4 %     4,760     3,408       3,408     —  

eNtoB Corp.

  880,000   27.5 %     5,000     6,725       7,039     —  

Korea Digital Satellite Broadcasting Co., Ltd. (“KDB”)

  22,706,000   23.0 %     195,976     3,036       24,892     —  

Sky Life Contents Fund

  45   22.5 %     4,500     4,997       4,997     —  

Kiwoom Investment Co. Ltd. (formerly, “Korea IT Venture Partners Inc”)

  1,800,000   20.2 %     9,000     7,147       7,147     —  

Goodmorning F Co., Ltd. (Note 1)

  114,000   19.0 %     254     1,151       1,151     —  

Korea New Realty Development and Construction Co., Ltd. (“KNRDC”) (Note 1)

  266,000   19.0 %     506     3,788       3,788     —  

Korea Information Data Corp. (“KID”) (Note 1)

  760,000   19.0 %     3,800     13,541       13,541     —  

Korea Information Service Corp. (“KIS”) (Note 1)

  570,000   19.0 %     2,850     10,792       10,792     —  

Korea Seoul Contact all Co., Ltd. (Note 1)

  45,600   19.0 %     228     271       271     —  

Korea Service and Communication Co., Ltd. (Note 1)

  45,600   19.0 %     228     274       274     —  

Korea Call Center Co., Ltd. (Note 1)

  45,600   19.0 %     228     266       266     —  

TMWorld Co., Ltd. (Note 1)

  45,600   19.0 %     228     294       294     —  

Ubiquitous Marketing Service and Communication Co., Ltd. (“UMS&C”) (Note 1)

  45,600   19.0 %     228     275       275     —  

Exdell Corporation (Notes 1 and 2)

  38,000   19.0 %     190     177       177     —  

Information Technology Service Kangbuk Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Nambu Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Seobu Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Busan Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Jungbu Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Honam Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Information Technology Solution Daegu Corporation (Notes 1 and 2)

  38,000   19.0 %     190     190       190     —  

Mostech Co., Ltd. (Note 1)

  200,000   17.9 %     5,000     316       3,016     —  

Korea Telecom Philippines, Inc. (“KTPI”) (Note 3)

  744,476   100.0 %     2,481     —         —       —  

Mongolian Telecommunications (“MTC”)

  10,348,111   40.0 %     3,450     10,020       10,020     41,491

KTF-CJ Music Contents Investment Fund (formerly, “Centurion Music 1”) (Note 4)

  50   50.0 %     5,000     5,011       5,011     —  

KTF-DoCoMo Mobile Investment Fund (Note 5)

  45   45.0 %     4,500     4,491       4,491     —  

Boston Film Fund (Note 6)

  800   39.0 %     8,000     7,149       7,149     —  

Harex InfoTech Inc.

  225,000   21.2 %     3,375     417       1,183     —  

Olive Nine Entertainment Co., Ltd. (Notes 7 and 9)

  140,000   67.7 %     4,200     (629 )     659     —  

The Contents Entertainment (Note 9)

  30,500   50.8 %     1,754     158       1,578     —  

Olive Nine Creative Co., Ltd.

  40,000   42.9 %     200     218       218     —  

Tourtainment, Inc.

  15,000   24.6 %     150     34       34     —  

Music City China Co., Ltd (Notes 8 and 9)

  —     100.0 %     144     —         —       —  

Doremi Music Publishing Co., Ltd (Notes 8 and 9)

  10,000   100.0 %     200     237       217     —  

Bluecord Corp. (Notes 8 and 9)

  3,000,000   100.0 %     2,778     1,684       1,611     —  

PARANGOYANGI (Notes 8 and 9)

  4,000,000   100.0 %     2,900     58       58     —  

Music City Media Co., Ltd. (Notes 8 and 9)

  208,000   94.6 %     1,040     (527 )     —       —  

Dooristar Co., Ltd.(Note 8)

  8,060   49.0 %     1,500     230       112     —  

Oscar ent. Co., Ltd. (Note 8)

  7,865   49.0 %     650     417       417     —  

Netcom

  156   26.5 %     90     90       90     —  

TPS (Note 9)

  —     100.0 %     165     165       165     —  
             

 


 

     

Total

            (Won) 383,683   (Won) 205,922     (Won) 234,582      
             

 


 

     

 

F-42


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 


(Note 1) Although the Company’s ownership in these companies is less than 20%, the Company has significant influence over these companies through the participation in these companies’ various management decisions. As a result, the Company accounts for these investments using the equity method.

 

(Note 2) In 2007, the Company obtained 19% ownership interest of each of these companies for (Won)190 million.

 

(Note 3) KTPI is scheduled to be liquidated. Accordingly, it was excluded from consolidation and reclassified into equity method investment securities.

 

(Note 4) KTF owns 50% ownership interest in KTF-CJ Music Contents Investment Fund. However, since KTF has no control over KTF-CJ Music Contents Investment Fund, this investment is accounted for using the equity method.

 

(Note 5) In 2007, the Company acquired 45% ownership interest of KTF-DoCoMo Mobile Investment Fund for (Won)4,500 million.

 

(Note 6) KTF is the largest stockholder of Boston Film Fund with 39% ownership interest. However, since KTF has no control over Boston Film Fund, this investment is accounted for using the equity method.

 

(Note 7) During 2007, Olive Nine Entertainment Co., Ltd. issued new shares to a third party and as a result, the Company’s ownership has decreased from 100% to 67.7% as of December 31, 2007.

 

(Note 8) Bluecord Technology Corp. is newly included in the consolidation in 2007 and its investment in Music City China Co., Ltd. and other six companies are accounted for using the equity method.

 

(Note 9) The unlisted company whose total assets as of December 31 of the prior year are less than (Won)7,000 million is excluded from the consolidation.

 

F-43


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

b. Changes in Carrying Amount Resulting from the Equity Method

 

Changes in carrying amount resulting from the equity method of accounting for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

    2006

    January 1,
2006


  Equity in
income (loss)


    Increase
(Decrease) in
equity of
associates


    Other increase
(decrease)

    December 31,
2006


KTD

  (Won) 6,410   (Won) 1,456     (Won) 1     (Won) —       (Won) 7,867

Korea Information Technology Fund.

    102,853     (1,357 )     379       (266 )     101,609

KBSi Co., Ltd.

    2,638     174       (2 )     —         2,810

eNtoB Corp.

    4,792     320       —         —         5,112

KDB

    28,169     (11,803 )     89       —         16,455

Sky Life Contents Fund

    4,915     135       —         —         5,050

Kiwoom Investment Co., Ltd. (formerly, “Korea IT Venture Partners Inc”)

    8,891     645       (332 )     —         9,204

Goodmorning F Co., Ltd.

    508     315       3       —         826

KNRDC

    1,978     530       —         (133 )     2,375

KID

    10,706     1,676       —         (152 )     12,230

KIS

    6,803     1,693       —         (114 )     8,382

Korea Seoul Contact all Co., Ltd.

    —       —         —         228       228

Korea Service and Communication Co., Ltd.

    —       —         —         228       228

Korea Call Center Co., Ltd.

    —       —         —         228       228

TMworld Co., Ltd.

    —       —         —         228       228

UMS&C

    —       —         —         228       228

Mostech Co., Ltd.

    —       (972 )     —         5,158       4,186

Pivotec Co., Ltd.

    3,165     (462 )     3,596       —         6,299

MTC

    8,586     1,647       (330 )     (582 )     9,321

KTF-CJ Music Contents Investment Fund (formerly, “Centurion Music 1”)

    —       25       —         5,000       5,025

Boston Film Fund

    —       35       —         7,979       8,014

Harex InfoTech Inc.

    2,698     (796 )     —         —         1,902

Olive Nine Entertainment Co., Ltd.

    —       —         —         833       833

The Contents Entertainment

    —       —         —         2,133       2,133

Olive Nine Creative Co., Ltd.

    —       —         —         249       249

Tourtainment, Inc.

    —       —         —         134       134

AGA Company

    —       —         —         —         —  

KTICC Company

    413     34       —         (447 )     —  

Banktown Co., Ltd.

    572     —         7       (579 )     —  
   

 


 


 


 

Total

  (Won) 194,097   (Won) (6,705 )   (Won) 3,411     (Won) 20,353     (Won) 211,156
   

 


 


 


 

 

F-44


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

    2007

    January 1,
2007


  Equity in
income (loss)

(Note 4)

    Increase
(Decrease) in
equity of
associates


    Other increase
(decrease)

    December 31,
2007


KTD (Note 1)

  (Won) 7,867   (Won) 219     (Won) (1 )   (Won) —       (Won) 8,085

Korea Information Technology Fund

    101,609     7,802       1,647       (232 )     110,826

KBSi Co., Ltd.

    2,810     598       —         —         3,408

eNtoB Corp. (Note 1)

    5,112     720       7       1,200       7,039

KDB (Note 1)

    16,455     7,676       761       —         24,892

Sky Life Contents Fund

    5,050     (53 )     —         —         4,997

Kiwoom Investment Co., Ltd. (formerly, “Korea IT Venture Partners Inc”) (Note 1)

    9,204     (1,668 )     160       (549 )     7,147

Goodmorning F Co., Ltd.

    826     324       1       —         1,151

KNRDC

    2,375     1,413       —         —         3,788

KID

    12,230     1,463       —         (152 )     13,541

KIS

    8,382     2,524       —         (114 )     10,792

Korea Seoul Contact all Co., Ltd.

    228     43       —         —         271

Korea Service and Communication Co., Ltd.

    228     46       —         —         274

Korea Call Center Co., Ltd.

    228     38       —         —         266

TMWorld Co., Ltd.

    228     66       —         —         294

UMS&C

    228     47       —         —         275

Exdell Corporation (Note 1)

    —       (13 )     —         190       177

Information Technology Service Kangbuk Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Nambu Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Seobu Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Busan Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Jungbu Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Honam Corporation (Note 1)

    —       —         —         190       190

Information Technology Solution Daegu Corporation (Note 1)

    —       —         —         190       190

Mostech Co., Ltd. (Note 1)

    4,186     (1,170 )     —         —         3,016

Pivotec Co., Ltd. (Note 2)

    6,299     38       (3,359 )     (2,978 )     —  

KTPI (Note 3)

    —       —         —         —         —  

MTC (Note 1)

    9,321     1,233       52       (586 )     10,020

KTF-CJ Music Contents Investment Fund (formerly, “Centurion Music 1”) (Note 1)

    5,025     (14 )     —         —         5,011

KTF-DoCoMo Mobile Investment Fund (Note 1)

    —       (9 )     —         4,500       4,491

Boston Film Fund (Note 1)

    8,014     (865 )     —         —         7,149

Harex InfoTech Inc.

    1,902     (719 )     —         —         1,183

Olive Nine Entertainment Co., Ltd.

    833     (1,071 )     —         897       659

The Contents Entertainment

    2,133     (555 )     —         —         1,578

Olive Nine Creative Co., Ltd.

    249     (31 )     —         —         218

Tourtainment, Inc.

    134     (100 )     —         —         34

Music City China Co., Ltd. (Note 1)

    —       —         —         —         —  

Doremi Music Publishing Co., Ltd. (Note 1)

    —       —         —         217       217

Bluecord Corp. (Note 1)

    —       —         —         1,611       1,611

PARANGOYANGI (Note 1)

    —       —         —         58       58

Music City Media Co,, Ltd. (Notes 1 and 3)

    —       —         —         —         —  

Dooristar Co., Ltd. (Note 1)

    —       —         —         112       112

Oscar Ent. Co., Ltd. (Note 1)

    —       —         —         417       417

Netcom

    —       —         —         90       90

TPS

    —       —         —         165       165
   

 


 


 


 

Total

  (Won) 211,156   (Won) 17,982     (Won) (732 )   (Won) 6,176     (Won) 234,582
   

 


 


 


 

 

F-45


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 


(Note 1) These securities were accounted for using the equity method of accounting based on unaudited financial statements as of and for the year ended December 31, 2007 as the audited financial statements on these companies could not be obtained by the Company’s year-end closing. In order to verify the reliability of such unaudited financial statements, the Company has performed the following procedures and found no significant exceptions:

 

  i) Obtain the unaudited financial statements signed by the investee’s chief executive officer and statutory auditor.
  ii) Identified whether the major transactions or accounting events, including those disclosed to public by the investee, which were acknowledged by the Company are properly reflected in the unaudited financial statements.
  iii) Identify the major accounting issues under discussion between the investee and its external auditors and the investee’s plan to resolve such issues.
  iv) Analyze the effect of potential difference between the unaudited and audited financial statements.

 

(Note 2) As the Company lost significant influence on investment in equity securities of Pivotec Co., Ltd. during the three months ended March 31, 2007, such securities were transferred to available-for-sale securities and during the three months ended June 30, 2007, the available-for-sale securities were disposed of and the Company recognized a loss on disposal of available-for-sale securities amounting to (Won)520 million.

 

(Note 3) The Company discontinued the equity method of accounting since the book values of the investments in KTPI and Music City Media Co., Ltd. are below zero due to accumulated deficit.

 

(Note 4) Equity income (loss) until the date of acquisition from the newly consolidated entities in 2007 was excluded.

 

c. Changes in Investment Difference

 

Changes in investment differences from equity method investment securities for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won) :

 

    2006

  2007

 

Affiliate


  January 1,
2006


    Increase

  Amortization

    December 31,
2006

  January 1,
2007


  Increase

  Amortization

    Other

    December 31,
2007


 

eNtoB Corp.

  (Won) —       (Won) —     (Won) —       (Won) —     (Won) —     (Won) 346   (Won) (32 )   (Won) —       (Won) 314  

KDB

    44,551       —       (11,138 )     33,413     33,413     —       (11,557 )     —         21,856  

Mostech Co., Ltd.

    —         3,857     (386 )     3,471     3,471     —       (771 )     —         2,700  

Harex InfoTech Inc.

    1,532       —       (383 )     1,149     1,149     —       (383 )     —         766  

OliveNine Entertainment Co., Ltd.

    —         1,932     —         1,932     1,932     —       (644 )     —         1,288  

The Contents Entertainment

    —         1,876     —         1,876     1,876     —       (456 )     —         1,420  

Hallim Venture Capital

    (2,145 )     2,145     —         —       —       —       —         —         —    

Doremi Music Publishing Co., Ltd.

    —         —       —         —       —       —       —         (23 )     (23 )
   


 

 


 

 

 

 


 


 


Total

  (Won) 43,938     (Won) 9,810   (Won) (11,907 )   (Won) 41,841   (Won) 41,841   (Won) 346   (Won) (13,843 )   (Won) (23 )   (Won) 28,321  
   


 

 


 

 

 

 


 


 


 

d. Elimination of Unrealized Gains (Losses)

 

Details of unrealized gains (losses) arising from intercompany transactions, which are eliminated, as of December 31, 2007 are as follows (in millions of Korean won):

 

     2007

Company


   Property and equipment
and intangible assets


   Other

   Total

Bluecord Corp.

   (Won)  69    (Won) 4    (Won) 73

 

F-46


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

e. Cumulative Changes in the Company’s Equity in Net Asset Value of The Investee’s Not Recognized

 

Cumulative changes in the Company’s equity in net asset value of the investees not recognized due to the discontinuance of the equity method of accounting as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

    2007

AGA Company

   (Won) (875 )   (Won) —  
    


 

 

f. Condensed Financial Information of The Investees

 

Condensed financial information of the investees in which investments are accounted for using the equity method of accounting as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

 
     Total assets

   Total
liabilities

   Revenue

   Net
income (loss)

 

KTD

   (Won) 59,467    (Won) 36,330    (Won) 44,370    (Won) 4,281  

Korea Information Technology Fund.

     304,833      —        9,124      (3,486 )

KBSi Co., Ltd.

     15,238      6,559      22,634      537  

eNtoB Corp.

     63,032      41,508      336,187      1,362  

KDB

     514,971      452,695      393,905      3,553  

Sky Life Contents Fund

     22,785      339      777      601  

Kiwoom Investment Co., Ltd. (formerly, “Korea IT Venture Partners Inc”).

     34,155      1,223      6,277      2,309  

Goodmorning F Co., Ltd.

     11,542      7,194      58,311      1,725  

KNRDC

     31,523      19,024      62,968      2,786  

KID

     97,633      33,265      179,190      8,982  

KIS

     67,898      23,784      132,754      9,033  

Korea Seoul Contact all Co., Ltd.

     1,200      —        —        —    

Korea Service and Communication Co., Ltd.

     1,200      —        —        —    

Korea Call Center Co., Ltd.

     1,200      —        —        —    

TMworld Co., Ltd.

     1,200      —        —        —    

UMS&C

     1,200      —        —        —    

Mostech Co., Ltd.

     8,005      4,120      8,473      (5,088 )

Pivotec Co., Ltd.

     59,189      18,813      44,037      (3,962 )

MTC

     26,675      3,374      28,568      4,119  

KTF-CJ Music Contents Investment Fund (Centurion Music 1)

     10,050      —        —        50  

Boston Film Fund

     20,791      256      694      82  

Harex InfoTech Inc.

     4,654      1,095      4,831      (1,770 )

Olive Nine Entertainment Co., Ltd.

     1,778      2,877      2,223      (1,223 )

The Contents Entertainment

     2,141      1,636      4,006      158  

Olive Nine Creative Co., Ltd.

     855      133      —        (12 )

Tourtainment, Inc.

     619      75      11      (66 )

 

F-47


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

 
     Total assets

   Total
liabilities

   Revenue

   Net
income (loss)

 

KTD

   (Won) 62,967    (Won) 39,190    (Won) 43,570    (Won) 643  

Korea Information Technology Fund.

     332,476      —        33,644      22,712  

KBSi Co., Ltd.

     18,429      7,904      26,227      1,845  

eNtoB Corp.

     64,311      39,728      563,278      3,014  

KDB

     513,708      341,515      387,393      38,199  

Sky Life Contents Fund

     22,716      505      469      (236 )

Kiwoom Investment Co., Ltd. (formerly, “Korea IT Venture Partners Inc”)

     35,609      173      3,979      (7,690 )

Goodmorning F Co., Ltd.

     16,988      10,927      56,842      1,707  

KNRDC

     46,034      26,100      62,074      7,435  

KID

     99,632      28,363      194,977      7,862  

KIS

     82,373      25,571      143,024      13,409  

Korea Seoul Contact all Co., Ltd.

     4,989      3,565      37,876      224  

Korea Service and Communication Co., Ltd.

     4,150      2,708      31,015      243  

Korea Call Center Co., Ltd.

     4,070      2,671      27,523      199  

TMworld Co., Ltd.

     3,799      2,371      26,995      348  

UMS&C

     4,255      2,808      26,691      247  

Exdell Corporation

     1,020      90      200      (70 )

Information Technology Service Kangbuk Corporation

     1,000      —        —        —    

Information Technology Solution Nambu Corporation

     1,000      —        —        —    

Information Technology Solution Seobu Corporation

     1,000      —        —        —    

Information Technology Solution Busan Corporation

     1,000      —        —        —    

Information Technology Solution Jungbu Corporation

     1,000      —        —        —    

Information Technology Solution Honam Corporation

     1,000      —        —        —    

Information Technology Solution Daegu Corporation

     1,000      —        —        —    

Mostech Co., Ltd.

     7,501      5,735      19,879      (2,222 )

KTPI

     208      112,751      20      (13,481 )

MTC

     32,149      7,100      28,229      3,081  

KTF-CJ Music Contents Investment Fund (formerly, “Centurion Music 1”)

     10,133      112      —        8  

KTF-DoCoMo Mobile Investment Fund

     10,083      104      —        (20 )

Boston Film Fund

     18,832      513      1,319      (2,215 )

Harex InfoTech Inc.,

     3,544      1,573      5,626      (1,589 )

Olive Nine Entertainment Co., Ltd.

     770      1,702      1,284      630  

The Contents Entertainment

     1,275      964      3,046      193  

Olive Nine Creative Co., Ltd.

     675      165      2      (70 )

Tourtainment, Inc.

     219      79      157      (404 )

Doremi Music Publishing Co., Ltd.

     251      14      179      (32 )

Bluecord Corp.

     5,003      3,323      1,685      (690 )

PARANGOYANGI

     856      798      2,789      (279 )

Music City Media Co., Ltd.

     556      1,114      1,322      92  

Dooristar Co., Ltd.

     998      529      533      (218 )

Oscar ent. Co., Ltd.

     1,129      278      1,606      250  

 

F-48


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

7. PROPERTY AND EQUIPMENT

 

Changes in property and equipment for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

    2006

    January 1,
2006


  Acquisition cost
(including
capital
expenditures)


  Disposal

    Depreciation
(Note 1)

    Impairment
loss


    Others
(Note 2)

    December 31,
2006


Land (Note 3)

  (Won) 1,189,709   (Won) 304   (Won) (10,758 )   (Won) —       (Won) —       (Won) 28,989     (Won) 1,208,244

Buildings (Note 3)

    3,231,713     910     (21,977 )     (136,194 )     —         171,203       3,245,655

Structures

    248,353     148     (1,906 )     (18,435 )     —         18,437       246,597

Machinery

    9,445,611     72,420     (102,917 )     (2,768,795 )     (422 )     2,863,032       9,508,929

Vehicles

    17,552     2,076     (134 )     (6,812 )     —         1,148       13,830

Others

    591,881     118,464     (19,722 )     (298,057 )     (1,133 )     160,558       551,991

Construction- in-progress

    360,877     3,323,375     (902 )     —         —         (3,291,167 )     392,183
   

 

 


 


 


 


 

    (Won) 15,085,696   (Won) 3,517,697   (Won) (158,316 )   (Won) (3,228,293 )   (Won) (1,555 )   (Won) (47,800 )   (Won) 15,167,429
   

 

 


 


 


 


 

    2007

    January 1,
2007


  Acquisition cost
(including
capital
expenditures)


  Disposal

    Depreciation
(Note 1)

    Impairment
loss


    Others
(Note 2)

    December 31,
2007


Land (Note 3)

  (Won) 1,208,244   (Won) 1,424   (Won) (3,471 )   (Won) —       (Won) —       (Won) 48,982     (Won) 1,255,179

Buildings (Note 3)

    3,245,655     3,398     (10,744 )     (138,362 )     —         152,090       3,252,037

Structures

    246,597     122     (1,642 )     (19,657 )     —         20,010       245,430

Machinery

    9,508,929     65,188     (149,797 )     (2,767,946 )     (4,931 )     2,850,166       9,501,609

Vehicles

    13,830     990     (3,581 )     (4,667 )     —         3,255       9,827

Others

    551,991     258,167     (23,896 )     (295,255 )     (3,059 )     127,028       614,976

Construction- in-progress

    392,183     3,306,356     (209 )     —         —         (3,289,386 )     408,944
   

 

 


 


 


 


 

    (Won) 15,167,429   (Won) 3,635,645   (Won) (193,340 )   (Won) (3,225,887 )   (Won) (7,990 )   (Won) (87,855 )   (Won) 15,288,002
   

 

 


 


 


 


 


(Note 1) Depreciation until the date of acquisition of the newly consolidated entities in 2007 was excluded.

 

(Note 2) Others mainly consist of the transfers from construction-in-progress to machinery, increase in contribution for construction, increase due to changes in consolidated entities and reclassifications.

 

(Note 3) Certain portion of lands and buildings were pledged as collateral relating to short-term and long-term borrowings and certain lease contracts. The maximum pledged amount as of December 31, 2007 was (Won)67,794 million.

 

F-49


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

8. CONTRIBUTION FOR CONSTRUCTION

 

Changes in contribution for construction which was used in the acquisition of property and equipment for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

     January 1,
2006


   Increase

   Decrease

    Transfer

    December 31,
2006


Buildings

   (Won) 2,797    (Won) —      (Won) (105 )   (Won) 40     (Won) 2,732

Structures

     520      —        (65 )     947       1,402

Machinery

     92,232      —        (37,457 )     43,596       98,371

Others

     1,053      —        (800 )     1,237       1,490

Construction-in-progress

     49,615      66,368      —         (45,820 )     70,163
    

  

  


 


 

Total

   (Won) 146,217    (Won) 66,368    (Won) (38,427 )   (Won) —       (Won) 174,158
    

  

  


 


 

 

     2007

     January 1,
2007


   Increase

   Decrease

    Transfer

    December 31,
2007


Buildings

   (Won) 2,732    (Won) —      (Won) (1,337 )   (Won) 911     (Won) 2,306

Structures

     1,402      —        (170 )     285       1,517

Machinery

     98,371      —        (43,037 )     55,977       111,311

Others

     1,490      —        (1,038 )     1,085       1,537

Construction-in-progress

     70,163      76,625      —         (58,258 )     88,530
    

  

  


 


 

Total

   (Won) 174,158    (Won) 76,625    (Won) (45,582 )   (Won) —       (Won) 205,201
    

  

  


 


 

 

9. INTANGIBLE ASSETS

 

Changes in intangible assets for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

 
     January 1,
2006


    Increase

   Reversal
(Amortization)


    Impairment
loss


    Others

    December 31,
2006


 

Goodwill

   (Won) 618,000     (Won) —      (Won) (133,988 )   (Won) —       (Won) 4,638     (Won) 488,650  

Negative goodwill

     (1,036 )     —        518       —         —         (518 )

Frequency usage rights

     1,147,174       —        (106,296 )     —         —         1,040,878  

Development costs

     193,372       129,209      (105,124 )     (9,047 )     215       208,625  

Industrial rights

     6,883       2,573      (1,538 )     —         —         7,918  

Software

     84,503       48,039      (27,142 )     —         (202 )     105,198  

Others

     84,303       29,612      (15,622 )     (1,838 )     12,385       108,840  
    


 

  


 


 


 


Total

   (Won) 2,133,199     (Won) 209,433    (Won) (389,192 )   (Won) (10,885 )   (Won) 17,036     (Won) 1,959,591  
    


 

  


 


 


 


 

F-50


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

     January 1,
2007


    Increase

   Reversal
(Amortization)

(Note)

    Impairment
loss (Note)


    Others

   December 31,
2007


Goodwill

   (Won) 488,650     (Won) —      (Won) (138,405 )   (Won) —       (Won) 21,255    (Won) 371,500

Negative goodwill

     (518 )     —        518       —         —        —  

Frequency usage rights

     1,040,878       —        (115,417 )     —         1,320      926,781

Development costs

     208,625       113,902      (115,370 )     (324 )     1,327      208,160

Industrial rights

     7,918       3,196      (1,764 )     —         6      9,356

Software

     105,198       31,451      (32,807 )     (1,216 )     1,653      104,279

Others

     108,840       40,446      (26,860 )     (7,417 )     238      115,247
    


 

  


 


 

  

Total

   (Won) 1,959,591     (Won) 188,995    (Won) (430,105 )   (Won) (8,957 )   (Won) 25,799    (Won) 1,735,323
    


 

  


 


 

  


(Note) Amortization until the date of acquisition of the newly consolidated entities in 2007 was excluded.

 

The Company’s research and ordinary development expenses amounted to (Won)281,745 million and (Won)291,010 million for the years ended December 31, 2006 and 2007, respectively.

 

Details of goodwill and negative goodwill as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

 
     January 1,
2006


    Increase

   Reversal
(Amortization)


    Others

    December 31,
2006


 

KTF

   (Won) 598,628     (Won) —      (Won) (130,114 )   (Won) (13,117 )   (Won) 455,397  

Sidus FNH

     19,372       —        (3,874 )     —         15,498  

Oilve Nine

     —         17,755      —         —         17,755  

KTFT

     (1,036 )     —        518       —         (518 )
    


 

  


 


 


Total

   (Won) 616,964     (Won) 17,755    (Won) (133,470 )   (Won) (13,117 )   (Won) 488,132  
    


 

  


 


 


 

     2007

     January 1,
2007


    Increase

   Reversal
(Amortization)


    December 31,
2007


KTF

   (Won) 455,397     (Won) —      (Won) (130,113 )   (Won) 325,284

Sidus FNH

     15,498       —        (3,875 )     11,623

Oilve Nine

     17,755       —        (3,551 )     14,204

KTFT

     (518 )     —        518       —  

KT FDS

     —         5,772      (866 )     4,906

Bluecord Technology

     —         11,206      —         11,206

East Telecom

     —         4,277      —         4,277
    


 

  


 

Total

   (Won) 488,132     (Won) 21,255    (Won) (137,887 )   (Won) 371,500
    


 

  


 

 

F-51


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

10. PRESENT VALUE OF ASSETS AND LIABILITIES

 

Assets and liabilities measured at present value as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

Accounts


   Discount rate
(%)


   Collection
period


   Nominal
value

   Present
value

   Discount

Accounts receivable—trade

   5.33~7.04    2007    (Won) 504,248    (Won) 497,335    (Won) 6,913

Accounts receivable—other

   5.83~8.85    2007      40,575      39,721      854

Long-term accounts receivable—trade

   5.33~7.04    2008~2026      204,581      178,837      25,744

Long-term accounts receivable—other

   5.83~8.85    2008~2010      8,003      7,862      141

Accounts payable—other

   9.93    2007      90,000      89,116      884

Current portion of long-term debt

   4.35~9.02    2007      1,260,253      1,259,439      814

Long-term accounts payable—other

   9.93    2008~2011      560,000      493,877      66,123
     2007

Accounts


   Discount rate
(%)


   Collection
period


   Nominal value

   Present value

   Discount

Accounts receivable—trade

   5.33~7.04    2008    (Won) 302,946    (Won) 299,466    (Won) 3,480

Accounts receivable—other

   5.38~8.85    2008      18,738      17,718      1,020

Long-term accounts receivable—trade

   5.33~7.04    2009~2025      128,985      101,534      27,451

Long-term accounts receivable—other

   5.38~8.85    2009~2011      38,438      36,171      2,267

Accounts payable—other

   9.93    2008      110,000      108,920      1,080

Current portion of long-term debt

   4.23~7.45    2008      905,925      905,263      662

Long-term accounts payable—other

   9.93    2009~2011      456,972      413,260      43,712

Long-term borrowings

   7.35    2009~2015      4,256      3,126      1,130

 

F-52


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

11. LONG-TERM DEBT

 

a. Bonds

 

Bonds as of December 31, 2006 and 2007 are summarized as follows (in thousands of U.S. dollars and millions of Korean won):

 

    2006

 

Company


  Type

  Issue date

  Amount

    Maturity

  Repayment method

  Interest rate
per annum

 

KT

  Yankee bonds   4/9/1997   (Won) 185,920     4/15/2007   Payable in full at maturity   7.63 %
        (USD 200,000 )      
  MTNP notes (Note 1)   6/24/2004   (Won) 557,760     6/24/2014   Payable in full at maturity   5.88 %
        (USD 600,000 )      
  MTNP notes (Note 1)   9/7/2004   (Won) 92,960     9/7/2034   Payable in full at maturity   6.50 %
        (USD 100,000 )      
  MTNP notes (Note 1)   7/15/2005   (Won) 371,840     7/14/2015   Payable in full at maturity   4.88 %
        (USD 400,000 )      
  MTNP notes (Note 1)   5/3/2006   (Won) 185,920     5/3/2016   Payable in full at maturity   5.88 %
        (USD 200,000 )      
  The 94th Public bond   7/25/2000   (Won) 100,000     7/25/2007   Payable in full at maturity   9.02 %
  The 95th Public bond   7/26/2000     50,000     7/26/2007   Payable in full at maturity   9.02 %
  The 124th Public bond   12/26/2000     50,000     12/26/2007   Payable in full at maturity   7.89 %
  The 130th Public bond   1/19/2001     50,000     1/19/2008   Payable in full at maturity   7.28 %
  The 132nd Public bond   2/9/2001     70,000     2/9/2011   Payable in full at maturity   7.68 %
  The 133rd Public bond   2/12/2001     50,000     2/12/2008   Payable in full at maturity   6.78 %
  The 138th Public bond   2/28/2001     100,000     2/28/2008   Payable in full at maturity   7.45 %
  The 153rd Public bond   6/21/2002     100,000     6/21/2007   Payable in full at maturity   6.00 %
  The 154th Public bond   7/31/2002     220,000     7/31/2009   Payable in full at maturity   6.70 %
  The 155th Public bond   9/18/2002     100,000     9/18/2007   Payable in full at maturity   6.23 %
  The 156th Public bond   9/30/2002     180,000     9/30/2009   Payable in full at maturity   6.35 %
  The 157th Public bond   11/25/2002     100,000     11/25/2007   Payable in full at maturity   5.74 %
  The 158th Public bond   4/30/2003     220,000     4/30/2008   Payable in full at maturity   5.29 %
  The 159th Public bond   10/27/2003     300,000     10/27/2013   Payable in full at maturity   5.39 %
  The 160th Public bond   11/24/2003     200,000     11/24/2010   Payable in full at maturity   5.45 %
  The 161st Public bond   12/23/2003     230,000     12/23/2010   Payable in full at maturity   5.61 %
  The 162nd Public bond   2/27/2004     320,000     2/27/2011   Payable in full at maturity   5.52 %
  The 163rd Public bond   3/30/2004     170,000     3/30/2014   Payable in full at maturity   5.51 %
  The 164th Public bond   6/21/2004     260,000     6/21/2011   Payable in full at maturity   5.22 %
  The 165-1st Public bond   8/26/2004     130,000     8/26/2011   Payable in full at maturity   4.22 %
  The 165-2nd Public bond   8/26/2004     140,000     8/26/2014   Payable in full at maturity   4.44 %
  The 166-1st Public bond   3/21/2005     220,000     3/21/2010   Payable in full at maturity   4.37 %
  The 166-2nd Public bond   3/21/2005     100,000     3/21/2012   Payable in full at maturity   4.57 %
  The 167-1st Public bond   4/20/2005     100,000     4/20/2012   Payable in full at maturity   4.59 %
  The 167-2nd Public bond   4/20/2005     100,000     4/20/2015   Payable in full at maturity   4.84 %
  The 168-1st Public bond   6/21/2005     240,000     6/21/2012   Payable in full at maturity   4.43 %
  The 168-2nd Public bond   6/21/2005     90,000     6/21/2015   Payable in full at maturity   4.66 %

KTP

  Private bond   10/24/2005     14,700     10/24/2007   Payable in full at maturity   6.53 %
  Private bond   5/3/2006     15,000     3/3/2009   Payable in installment   6.32 %
  Private bond   12/15/2006     9,300     12/15/2008   Payable in full at maturity   6.25 %

KTN

  The 18th private bond   3/31/2005     5,000     3/31/2008   Payable in full at maturity   5.29 %
  The 20th private bond   4/29/2005     10,000     4/29/2007   Payable in full at maturity   4.92 %

KTF

  The 42nd Public bond   11/14/2002     200,000     11/14/2007   Payable in full at maturity   5.94 %
  The 44th Public bond   2/19/2004     360,000     2/19/2009   Payable in full at maturity   5.66 %
  The 45th Public bond   3/15/2004     320,000     3/15/2008   Payable in full at maturity   5.24 %

 

F-53


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

    2006

Company


  Type

  Issue date

  Amount

    Maturity

  Repayment method

  Interest rate
per annum

KTF

  The 46th Public bond   5/10/2004     300,000     5/10/2007   Payable in full at maturity   4.61%
  The 47-1st Public bond   7/12/2004     230,000     7/13/2009   Payable in full at maturity   4.95%
  The 47-2nd Public bond   7/12/2004     70,000     7/12/2011   Payable in full at maturity   5.32%
  The 48th Public bond   2/15/2005     200,000     2/15/2010   Payable in full at maturity   5.31%

KTR

  The 13th Public bond   8/5/2004     40,000     8/5/2007   Payable in full at maturity   4.78%
  The 15th Private bond   12/24/2004     10,000     12/24/2007   Payable in full at maturity   4.35%
  The 16th Private bond   1/4/2005     3,750     1/4/2008   Payable in installments   4.39%
  The 19-1st Public bond   5/10/2005     40,000     5/10/2008   Payable in full at maturity   4.23%
  The 19-2nd Public bond   5/10/2005     10,000     5/10/2010   Payable in full at maturity   4.69%
  The 21-1~5th Private bond   6/15/2005     12,000     6/15/2008   Payable in installments   4.58%
  The 22nd Private bond   8/31/2005     5,833     8/31/2008   Payable in installments   4.95%
  The 23rd Public bond   9/14/2005     30,000     9/14/2008   Payable in full at maturity   5.02%

Olive Nine

  The 5th Private CB (Note 2)   2/17/2006     4,000     2/17/2009   Payable in full at maturity   10.00%

Total

          (Won) 7,273,983              

Less current portion

            (1,281,620 )            
           


           

Long-term portion

            5,992,363              

Conversion right adjustment

            (684 )            

Repayment premium

            927              

Discount on bonds

            (31,242 )            
           


           

Net

          (Won) 5,961,364              
           


           

 

F-54


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

Company


   Type

   Issue date

   Amount

   Maturity

   Repayment method

   Interest rate
per annum


KT

   MTNP notes (Note 1)    6/24/2004    (Won)

 

562,920

(USD 600,000)

   6/24/2014    Payable in full at maturity    5.88%
   MTNP notes (Note 1)    9/7/2004    (Won)
 
93,820
(USD100,000)
   9/7/2034    Payable in full at maturity    6.50%
   MTNP notes (Note 1)    7/15/2005    (Won)

 

375,280

(USD 400,000)

   7/15/2015    Payable in full at maturity    4.88%
   MTNP notes (Note 1)    5/3/2006    (Won)

 

187,640

(USD 200,000)

   5/3/2016    Payable in full at maturity    5.88%
   Euro bonds    4/11/2007    (Won)
 
187,640
(USD 200,000)
   4/11/2012    Payable in full at maturity    5.13%
   The 130th Public bond    1/19/2001    (Won) 50,000    1/19/2008    Payable in full at maturity    7.28%
   The 132nd Public bond    2/9/2001      70,000    2/9/2011    Payable in full at maturity    7.68%
   The 133rd Public bond    2/12/2001      50,000    2/12/2008    Payable in full at maturity    6.78%
   The 138th Public bond    2/28/2001      100,000    2/28/2008    Payable in full at maturity    7.45%
   The 154th Public bond    7/31/2002      220,000    7/31/2009    Payable in full at maturity    6.70%
   The 156th Public bond    9/30/2002      180,000    9/30/2009    Payable in full at maturity    6.35%
   The 158th Public bond    4/30/2003      220,000    4/30/2008    Payable in full at maturity    5.29%
   The 159th Public bond    10/27/2003      300,000    10/27/2013    Payable in full at maturity    5.39%
   The 160th Public bond    11/24/2003      200,000    11/24/2010    Payable in full at maturity    5.45%
   The 161st Public bond    12/23/2003      230,000    12/23/2010    Payable in full at maturity    5.61%
   The 162nd Public bond    2/27/2004      320,000    2/27/2011    Payable in full at maturity    5.52%
   The 163rd Public bond    3/30/2004      170,000    3/30/2014    Payable in full at maturity    5.51%
   The 164th Public bond    6/21/2004      260,000    6/21/2011    Payable in full at maturity    5.22%
   The 165-1st Public bond    8/26/2004      130,000    8/26/2011    Payable in full at maturity    4.22%
   The 165-2nd Public bond    8/26/2004      140,000    8/26/2014    Payable in full at maturity    4.44%
   The 166-1st Public bond    3/21/2005      220,000    3/21/2010    Payable in full at maturity    4.37%
   The 166-2nd Public bond    3/21/2005      100,000    3/21/2012    Payable in full at maturity    4.57%
   The 167-1st Public bond    4/20/2005      100,000    4/20/2012    Payable in full at maturity    4.59%
   The 167-2nd Public bond    4/20/2005      100,000    4/20/2015    Payable in full at maturity    4.84%
   The 168-1st Public bond    6/21/2005      240,000    6/21/2012    Payable in full at maturity    4.43%
   The 168-2nd Public bond    6/21/2005      90,000    6/21/2015    Payable in full at maturity    4.66%
   The 169th Public bond    4/3/2007      140,000    4/3/2012    Payable in full at maturity    5.01%

KTP

   Private bond    5/3/2006      8,333    3/3/2009    Payable in installments    6.32%
   Private bond    12/15/2006      9,300    12/15/2008    Payable in full at maturity    6.25%

KTN

   The 18th Private bond    3/31/2005      5,000    3/31/2008    Payable in full at maturity    5.29%
   Public bond    4/17/2007      10,000    4/17/2010    Payable in full at maturity    5.29%
     The 44th Public bond    2/19/2004      360,000    2/19/2009    Payable in full at maturity    5.66%
     The 45th Public bond    3/15/2004      320,000    3/15/2008    Payable in full at maturity    5.24%

KTF

   The 47-1st Public bond    7/12/2004      230,000    7/13/2009    Payable in full at maturity    4.95%
     The 47-2nd Public bond    7/12/2004      70,000    7/12/2011    Payable in full at maturity    5.32%

KTR

   The 48th Public bond    2/15/2005      200,000    2/15/2010    Payable in full at maturity    5.31%
   The 16th Private bond    1/4/2005      750    1/4/2008    Payable in installments    4.39%
   The 19-1st Public bond    5/10/2005      40,000    5/10/2008    Payable in full at maturity    4.23%
   The 19-2nd Public bond    5/10/2005      10,000    5/10/2010    Payable in full at maturity    4.69%
   The 21-1~5th Private
bond
   6/15/2005      4,000    6/15/2008    Payable in installments    4.58%
   The 22nd Private bond    8/31/2005      2,500    8/31/2008    Payable in installments    4.95%
   The 23rd Public bond    9/14/2005      30,000    9/14/2008    Payable in full at maturity    5.02%
   The 10th Public bond    6/18/2007      40,000    6/18/2010    Payable in full at maturity    5.70%
   The 11th Private bond    12/6/2007      20,000    12/6/2010    Payable in full at maturity    6.85%
     The 1st Private bond    3/16/2007      30,000    3/16/2010    Payable in full at maturity    5.42%
   The 2nd Private bond    4/16/2007      20,000    4/16/2010    Payable in full at maturity    5.56%
   The 3rd Private bond    4/19/2007      20,000    4/19/2008    Payable in full at maturity    5.59%

 

F-55


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

   

2007


Company


 

Type


  Issue date

  Amount

    Maturity

  Repayment method

  Interest rate
per annum


KT Capital

  The 4th Public bond   5/30/2007     40,000     5/30/2010   Payable in full at maturity   5.70%
  The 5th Private bond   6/29/2007     20,000     6/29/2010   Payable in full at maturity   5.67%
  The 6-1st Public bond   8/3/2007     20,000     8/3/2009   Payable in full at maturity   5.64%
  The 6-2nd Public bond   8/3/2007     30,000     8/3/2010   Payable in full at maturity   5.72%
  The 7-1st Public bond   8/31/2007     30,000     8/31/2009   Payable in full at maturity   5.99%
  The 7-2nd Public bond   8/31/2007     20,000     8/31/2010   Payable in full at maturity   6.05%
  The 8th Private bond   9/28/2007     30,000     9/28/2010   Payable in full at maturity   6.26%
  The 9-1st Public bond   10/18/2007     30,000     10/18/2009   Payable in full at maturity   6.37%
  The 9-2nd Public bond   10/18/2007     20,000     10/18/2010   Payable in full at maturity   6.44%
  The 10th Public bond   11/12/2007     50,000     11/12/2008   Payable in full at maturity   6.26%
  The 11th Public bond   12/27/2007     20,000     12/27/2010   Payable in full at maturity       CD(91D) +
    1.39%

Olive Nine

  The 5th Private CB (Note 2)   2/17/2006     3,000     2/17/2009   Payable in full at maturity   10.00%

Bluecord Technology

  The 2nd Private bond with warrant (Note 3)   9/2/2005     2,100     9/2/2008   Payable in full at maturity   7.11%

Total

          (Won) 6,782,283              

Less current portion

            (910,316 )            
           


           

Long-term portion

            5,871,967              

Conversion right adjustment

            (277 )            

Repayment premium

            695              

Discount on bonds

            (29,558 )            
           


           

Net

          (Won) 5,842,827              
           


           

(Note 1) As of December 31, 2007, the Company has issued notes in the amount of USD 1,300 million with fixed interest rates under Medium Term Note Program (“MTNP”) registered in the Singapore Stock Exchange, which allows issuance of notes up to USD 2,000 million and the unused balance under the program is USD 700 million.

 

(Note 2) Details of convertible bonds without guarantee are as follows :

 

Issued amount (in Korean won)

   :    (Won)4,000 million

Stated interest rate (%)

   :   

3%

Guaranteed yield rate (%)

   :   

10%

Conversion price (in Korean won)

   :   

(Won)1,584 per share

Convertible period

   :   

February 17, 2007~February 16, 2009

Number of total convertible shares

   :   

2,525,252 shares

Converted shares

   :   

631,313 shares

Unconverted shares

   :   

1,893,939 shares

 

(Note 3) Details of bonds with warrants are as follows :

 

Issued amount (in Korean won)

   :    (Won)3,000 million

Stated interest rate (%)

   :    7.11%

Exercise price (in Korean won)

   :    (Won)4,518 per share

Exercise period

   :    September 3, 2006 ~August 2, 2008

Number of total exercisable shares

   :    664,010

Exercised shares

   :    —  

Unexercised shares

   :    664,010

Others

   :    Subject to request by the holders, certain portion of the bonds are early redeemable before maturity; up to 10% of issued amount at one year after 1st anniversary of issuance and 20% of issued amount at the interest payment date after 2nd anniversary of issuance. (Won)900 million of the issued amount was early redeemed through December 31, 2007.

 

F-56


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

b. Long-term Borrowings in Korean Won

 

Long-term borrowings in Korean won as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

    2006

    2007

 
    Maturity
date


  Interest rate
per annum


    Amount

    Maturity
date


  Interest rate
per annum


    Amount

 

Informatization Promotion Fund

  2007~2010   4.08~5.50%     (Won) 68,189     2008~2012   4.72~5.39%     (Won) 47,365  

Inter-Korean Cooperation Fund

  2026   2.00%       3,767     2026   2.00%       5,665  

Facility and working capital loans

  2007~2009   5.80~6.27%       71,500     2008~2015   6.02~7.60%       82,356  

General purpose loans

  2009~2010   5.50~5.90 %     15,188     2009~2010   5.74~6.19 %     52,132  

Commercial papers

  2008   6.33~6.45 %     30,000     2008   6.33~6.45 %     30,000  
             


           


Total

              188,644                 217,518  

Less Current portion

              (55,868 )               (105,453 )
             


           


Long-term portion

              132,776                 112,065  

Less present value discount

              —                   (1,130 )
             


           


Net

            (Won) 132,776               (Won) 110,935  
             


           


 

Above Informatization Promotion Funds are repayable in installments for three years after two year grace period and Inter-Korean Cooperation Fund is repayable in installments for thirteen years after seven year grace period.

 

c. Long-term Borrowings in Foreign Currency

 

Long-term borrowings in foreign currency as of December 31, 2006 and 2007 are as follows (in millions of Korean won, thousands of U.S. dollars and thousands of Russian rubles):

 

     2006

 
               Amount

 
     Maturity date

   Interest rate
per annum (%)


   Foreign
currencies


    Korean won
equivalent


 

New Telephone Company, Inc.

   2007~2009    Libor+1.7~3.50    USD 5,000     (Won) 4,648  

New Telephone Company, Inc.

   2007    Libor+1.23    15,429       14,342  
              

 


Total

             20,429       18,990  

Less current portion

             (17,429 )     (16,201 )
              

 


Net

             USD 3,000     (Won) 2,789  
              

 


 

F-57


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

 
               Amount

 
     Maturity date

   Interest rate
per annum (%)


   Foreign
currencies


    Korean won
equivalent


 

New Telephone Company, Inc.

   2008    Libor+3.50    RUB 16,364     (Won) 942  

New Telephone Company, Inc.

   2009    Libor+3.50    RUB 32,728       1,883  

KT Capital

   2008~2010    USD Libor
(3M)+0.99
   USD 23,000       21,579  
              

 


Total

             RUB 49,092          
               USD 23,000       24,404  

Less current portion

             (RUB 16,364 )        
               (USD 4,000 )     (4,695 )
              

 


Net

             RUB 32,728          
               USD 19,000     (Won) 19,709  
              

 


 

d. Repayment Schedule

 

Repayment schedule of the Company’s long-term debt as of December 31, 2007 is as follows (in millions of Korean won):

 

     Bonds

              

Year ending

December 31,


   In local
currency


   In foreign
currency


   Sub-total

   Borrowings in
local currency


   Borrowings in
foreign currency


   Total

2008

   (Won) 910,316    (Won) —      (Won) 910,316    (Won) 105,453    (Won) 4,695    (Won) 1,020,464

2009

     1,074,667      —        1,074,667      78,202      5,636      1,158,505

2010

     1,160,000      —        1,160,000      19,003      14,073      1,193,076

2011

     850,000      —        850,000      4,981      —        854,981

2012

     580,000      187,640      767,640      1,593      —        769,233

Thereafter

     800,000      1,219,660      2,019,660      8,286      —        2,027,946
    

  

  

  

  

  

Total

   (Won) 5,374,983    (Won) 1,407,300    (Won) 6,782,283    (Won) 217,518    (Won) 24,404    (Won) 7,024,205
    

  

  

  

  

  

 

F-58


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

12. PROVISIONS

 

Changes in provisions for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

     January 1,
2006


        Decrease

    December 31,
2006

        Increase

   Reversal

    Use

   

Current portion:

                                    

Litigation (Note 1)

   (Won) 8,575    (Won) 5,870    (Won) (7,184 )   (Won) (2,270 )   (Won) 4,991

KT members points (Note 2)

     1,399      1,537      —         (1,534 )     1,402

Sales warranty (Note 3)

     2,835      6,999      —         (6,329 )     3,505

Others

     1,138      482      (325 )     (493 )     802
    

  

  


 


 

Sub total

     13,947      14,888      (7,509 )     (10,626 )     10,700
    

  

  


 


 

Non-current portion:

                                    

Call bonus points (land line) (Note 4)

     59,038      20,487      —         (6,832 )     72,693

Let’s 010 call bonus points (Note 5)

     34,424      345      (13,235 )     (3,776 )     17,758

Others

     1,469      528      (380 )     —         1,617
    

  

  


 


 

Sub total

     94,931      21,360      (13,615 )     (10,608 )     92,068
    

  

  


 


 

Total

   (Won) 108,878    (Won) 36,248    (Won) (21,124 )   (Won) (21,234 )   (Won) 102,768
    

  

  


 


 

 

     2007

     January 1,
2007


   Increase
(Note 6)


   Decrease

          December 31,
2007


           Reversal

    Use

    Other, net

   

Current portion:

                                            

Litigation (Note 1)

   (Won) 4,991    (Won) 34,269    (Won) (4,970 )   (Won) (1,441 )   (Won) —       (Won) 32,849

KT members points (Note 2)

     1,402      1,600      —         (1,251 )     —         1,751

Sales warranty (Note 3)

     3,505      10,549      —         (8,642 )     —         5,412

Others

     802      2,902      (12 )     (657 )     4,370       7,405
    

  

  


 


 


 

Sub total

     10,700      49,320      (4,982 )     (11,991 )     4,370       47,417
    

  

  


 


 


 

Non-current portion:

                                            

Call bonus points (Note 4)

     72,693      —        (44,097 )     (8,509 )     —         20,087

Let’s 010 call bonus points (Note 5)

     17,758      —        (829 )     (5,492 )     (6,800 )     4,637

Others

     1,617      133      (1,037 )     (17 )     —         696
    

  

  


 


 


 

Sub total

     92,068      133      (45,963 )     (14,018 )     (6,800 )     25,420
    

  

  


 


 


 

Total

   (Won) 102,768    (Won) 49,453    (Won) (50,945 )   (Won) (26,009 )   (Won) (2,430 )   (Won) 72,837
    

  

  


 


 


 


(Note 1) The amount recognized as the litigation provision is the estimate of payments required to settle the obligation.

 

(Note 2) The Company recorded provisions for the KT members’ points, for VIP customers of the fixed-line or mobile telephone users who are entitled to receive certain goods and other benefits with (Won)25,000 per person.

 

F-59


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(Note 3) KTFT, a subsidiary, recorded sales warranty provisions based on the estimated warranty cost for the products sold. Sales warranty provisions are calculated in proportion to cost of goods sold based on the historical defect experiences.

 

(Note 4) The amount recognized as the call bonus points represents the estimate of payments for call bonus points which are provided to fixed-line customers based on the usage of the services. Once certain criteria are met, customers are entitled to receive certain goods and other benefits from the Company. Such provision is reviewed at each balance sheet date and adjusted to reflect the current best estimate when new estimates are necessary as a result of changes in circumstances, which were used as the bases for such estimates, or an acquisition of new information or additional experience on the usage rate, the expiration of points and others.

 

(Note 5) The Company recorded provision for the Let’s 010 (KT-PCS) call bonus points provided to its PCS subscribers who are entitled to receive certain goods and other benefits from the Company.

 

(Note 6) Amount until the date of acquisition of the newly consolidated entities in 2007 was excluded.

 

13. LEASE

 

a. Capital Lease

 

Property and equipment acquired through capital lease agreements with GE Capital and other as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

    2007

 

Acquisition cost

   (Won) 77,967     (Won) 66,965  

Accumulated depreciation

     (33,487 )     (44,482 )
    


 


Net balance

   (Won) 44,480     (Won) 22,483  
    


 


Depreciation

   (Won) 17,479     (Won) 14,742  
    


 


 

Annual future lease payments of such leases as of December 31, 2007 are as follows (in millions of Korean won):

 

Year ending December 31,


   Lease
payment


 

2008

   (Won) 11,751  

2009

     9,091  

2010

     4,131  

2011

     274  

2012

     —    
    


Total

     25,247  

Less amounts representing interest

     (1,116 )
    


Principal amount

     24,131  

Less current portion

     (11,052 )
    


Net

   (Won) 13,079  
    


 

F-60


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

b. Operating Lease in Foreign Currency

 

KTSC entered operating lease agreement with KT Shipping S.A. on February 27, 1997 to lease a ship (8,323 ton) for installation and maintenance of submarine cable. Total lease fee of USD 95,418 thousand is payable in thirty equal semi annual installments from April 17, 1998 to April 20, 2013. Annual future lease payments under the operating lease as of December 31, 2007 are as follows (in millions of Korean won and thousand of U.S. dollars):

 

     Lease payment

Year ending December 31,


   Foreign currency

   Korean won equivalent

2008

   USD 5,666    (Won) 5,316

2009

   5,666      5,316

2010

   5,666      5,316

2011

   5,666      5,316

2012

   5,666      5,316

Thereafter

   2,835      2,659
    
  

Total

   USD 31,165    (Won) 29,239
    
  

 

14. REFUNDABLE DEPOSITS FOR TELEPHONE INSTALLATION

 

Through September 15, 1998, the Company received deposits for telephone installation in accordance with the Korea Public Telecommunication Business Law. Such deposits (which are reflected as a liability) are to be refunded without interest to the telephone subscribers upon termination of service.

 

Beginning on September 15, 1998, the Company allowed customers to choose between alternative plans for basic telephone service. Under such plans, customers were permitted the option to either place fully refundable deposits or pay a reduced non-refundable service initiation fee. Effective April 15, 2001, all new customers are required to pay a non-refundable service initiation fee.

 

F-61


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

15. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

 

Significant assets and liabilities denominated in foreign currencies (excluding those held by overseas subsidiaries) as of December 31, 2006 and 2007 are summarized as follows (in millions of Korean won and thousands of foreign currencies):

 

     2006

   2007

     Foreign
currencies


   Korean
won
equivalent


   Foreign
currencies


   Korean
won
equivalent


Assets:

                           

Cash and cash equivalents

   USD  20,565    (Won) 19,118    USD  18,346    (Won) 17,211
   JPY 13,580      106    JPY 12,067      101

Short-term investment assets

   USD 15,387      14,304    USD 15,327      14,380

Accounts receivable—trade

 

   USD  163,634      152,115    USD 168,404      157,996
   JPY 2,400      19    JPY 6,898      57
   SDR 20,923      29,236    SDR 19,033      28,187
   EUR 92      113    EUR 286      395

Accounts receivable—other

   USD 16,012      14,885    USD 506      476

Guarantee deposits

     —        —      USD 557      523

Loans

     —        —      USD 23,000      21,579

Deposits provided

   USD 1,352      1,257    USD 24      22
    

  

  

  

Total assets

   USD

JPY

SDR

EUR

216,950

15,980

20,923

92

   (Won) 231,153    USD

JPY

SDR

EUR

226,164

18,965

19,033

286

   (Won) 240,927
    

  

  

  

Liabilities:

                           

Accounts payable—trade

   USD 136,912    (Won) 127,275    USD  158,782    (Won) 148,969
   JPY 25,522      200    JPY 107,080      892
   SDR 19,202      26,832    SDR 16,350      24,213
   EUR 123      150    EUR 123      170
     —        —      AUD 112      92

Accounts payable—other

   USD 25,447      23,655    USD 18,180      17,057
   JPY 153      1    JPY 507,945      4,233
   EUR 132      161    EUR 540      745
   GBP 3      5    GBP 194      363
     —        —      KWD 4      13

Accrued expenses

   USD 411      382    USD 524      492
   EUR 16      20    EUR 15      21

Short-term borrowings

   USD 19,267      17,910    USD 25,067      23,517
   JPY 242,694      1,897    JPY 267,296      2,227
   EUR 1,263      1,544      —        —  

Withholdings

   USD 25      23    USD 39      37

Current portion of long-term liabilities

   USD 15,429      14,343      —        —  

Bonds (par value)

   USD 1,500,000      1,394,400    USD 1,500,000      1,407,300

Long-term borrowings

     —        —      USD 23,000      21,579
    

  

  

  

Total liabilities

   USD

JPY

SDR

EUR

 

GBP

 

 1,697,491

268,369

19,202

1,534

—  

3

—  

   (Won) 1,608,798    USD

JPY

SDR

EUR

AUD

GBP

KWD

 1,725,592

882,321

16,350

678

112

194

4

   (Won) 1,651,920
    

  

  

  

 

F-62


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

16. TRANSACTIONS AND BALANCES WITH RELATED PARTIES

 

KT and subsidiaries have engaged in various business transactions amongst themselves and equity method investees. The transactions include providing PCS network capacities, system and network integration service, public telephone maintenance service, 114 call center operation service and other.

 

Significant transactions between KT and its related parties for the years ended December 31, 2005, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

Related party


 

Transactions


 

Account


  2005

  2006

  2007

Subsidiary:

                         

KTF

  Leased line charges and other   Operating revenue   (Won) 508,971   (Won) 424,402   (Won) 451,668
    Purchase of PCS networks and other   Operating expense     779,524     730,399     761,299
    Purchase of property and equipment   Property and equipment     120,122     —       —  
    Interest income   Non-operating revenue     3,455     110     —  

KTH

  Leased line charges and other   Operating revenue     2,722     3,493     5,071
    Commission and other   Operating expense     47,290     41,020     46,510

KTN

  Leased line charges and other   Operating revenue     42,720     39,644     38,663
    Cost of system integration (“SI”), network integration business and other   Operating expense     227,586     172,716     147,994

KTL

  Leased line charges and other   Operating revenue     12,807     10,605     1,710
    Commissions and other   Operating expense     109,796     98,277     86,188

KTFT

  Telecommunication revenue and other   Operating revenue     1,632     1,175     3,327
    Cost of goods sold and other   Operating expense     57,250     86,720     88,443

KTC

  Telecommunication revenue and other   Operating revenue     1,197     976     1,027
    Commissions and other   Operating expense     173,795     28,004     24,226

KTR

  Telecommunication revenue and other   Operating revenue     35     2,549     2,600
    Commissions and other   Operating expense     3,648     34,394     42,991

Other

  Telecommunication revenue and other   Operating revenue     22,389     24,456     23,743
    Commissions and other   Operating expense     8,263     9,004     24,881

Equity method investee:

                         

KDB

  SI revenue and other   Operating revenue     120,590     89,520     86,363
    Commission and other   Operating expense     1,502     5,591     5,497

KID

  Rent and other   Operating revenue     11,983     12,666     12,419
    Commission and other   Operating expense     99,809     111,425     95,117

Goodmorning F Co., Ltd.

  Telecommunication revenue and other   Operating revenue     830     449     494
    Commission and other   Operating expense     54,742     50,677     47,789

KNRDC

  Telecommunication revenue and other   Operating revenue     263     649     773
    Commission and other   Operating expense     25,952     58,035     38,773

KIS

  Telecommunication revenue and other   Operating revenue     10,262     17,610     18,064
    Commission and other   Operating expense     71,488     75,806     68,892

Pivotec Co., Ltd. (Note 1)

  Telecommunication revenue and other   Operating revenue     1,425     127     —  
    Commission and other   Operating expense     33,360     33,399     —  

eNtoB Corp.

  Commission and other   Operating expense     130,712     132,655     129,802

Mostech Co., Ltd.

  Telecommunication revenue and other   Operating revenue     —       —       207
    Commission and other   Operating expense     —       —       13,387

Korea Seoul Contact all Co., Ltd.

  Commission and other   Operating expense     —       —       37,184

Korea Service and Communication Co., Ltd.

  Commission and other   Operating expense     —       —       30,428

Korea Call Center Co., Ltd.

  Commission and other   Operating expense     —       —       27,460

TMworld Co., Ltd.

  Commission and other   Operating expense     —       —       26,983

UMS&C

  Commission and other   Operating expense     —       —       26,434

Other

  Telecommunication revenue and other   Operating revenue     1,313     455     3,020
    Commission and other   Operating expense     3,561     2,587     2,261
           

 

 

Total

      Revenues   (Won) 742,594   (Won) 628,886   (Won) 649,149
           

 

 

        Expenses   (Won) 1,828,278   (Won) 1,670,709   (Won) 1,772,539
           

 

 

        Property and equipment   (Won) 120,122   (Won) —     (Won) —  

 

F-63


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 


(Note 1) As the Company lost significant influence over Pivotec Co., Ltd. during the year ended December 31, 2007, such securities were reclassified into available-for-sale securities and afterwards the securities were disposed of.

 

KT’s significant account balances with related parties as of December 31, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

Related party


   Account

   2006

   2007

Subsidiary:

                  

KTF

   Receivables    (Won) 85,421    (Won) 47,850
     Payables      146,470      188,701
     Key money deposits received      29,902      23,988

KTH

   Receivables      309      777
     Accrued expenses      14,775      12,943

KTN

   Receivables      13,314      7,351
     Payables      49,166      45,508

KTL

   Receivables      122      681
     Payables      16,925      20,408

KTFT

   Receivables      22      629
     Payables      16,174      13,010

KTC

   Receivables      3,155      1,844
     Payables      22,949      15,298

KTR

   Receivables      42      1,077
     Payables      33,506      58,912

Others

   Receivables      7,249      4,713
     Payables      3,469      12,252

Equity method investee:

                  

KDB

   Receivables      28,678      6,944
     Payables      1,141      7,682

KID

   Receivables      2,901      1,074
     Payables      16,136      15,763

KNRDC

   Receivables      437      33
     Payables      18,789      11,486

KIS

   Receivables      2,390      18
     Payables      11,969      12,211

Pivotec Co., Ltd.

   Receivables      1      —  
     Payables      7,172      —  

Goodmorning F Co., Ltd.

   Payables      8,104      8,267

eNtoB Corp.

   Payables      23,283      17,198

Korea Seoul Contact all Co., Ltd.

   Payables      —        3,482

Korea Service and Communication Co., Ltd.

   Payables      —        2,768

Korea Call Center Co., Ltd.

   Payables      —        2,395

TMworld Co., Ltd.

   Payables      —        2,364

UMS&C

   Payables      —        2,582

KTPI

   Receivables      14,885      —  

Other

   Receivables      35      14
     Payables      705      1,110
         

  

Total

   Receivables    (Won) 158,961    (Won) 73,005
         

  

     Payables    (Won) 420,635    (Won) 478,328
         

  

 

F-64


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Compensation to KT’s key management personnel for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

   2007

  

Description


Benefits

   (Won) 20,878    (Won) 19,397   

Salaries, bonuses and other allowances, retirement benefits, medical benefits and other

Share-based payment

     227      1,047    Stock grants and others
    

  

    

Total

   (Won) 21,105    (Won) 20,444     
    

  

    

 

KT considers its management of vice president or higher, who have the authority and responsibility for planning, operation and control and are in charge of business or division unit, and non-permanent directors as key management personnel.

 

Significant account balances amongst subsidiaries as of December 31, 2006 and 2007 are as follows (in millions of Korea won):

 

Creditor


   Debtor

  

Account


   2006

   2007

KTFT

   KTF    Accounts receivable - trade    (Won) 92,108    (Won) 92,269

KTR

   KTP    Long-term accounts receivable - trade and others      56,687      31,303

Other

               25,631      35,066
              

  

         

Total

   (Won) 174,426    (Won) 158,638
              

  

 

Significant transactions amongst subsidiaries for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korea won):

 

Seller


  

Purchaser


   2005

   2006

   2007

KTFT

   KTF    (Won) 237,015    (Won) 218,924    (Won) 358,150

KTF

   KTF M&S      —        —        137,602

Other

          69,795      90,291      163,213
         

  

  

    

Total

   (Won) 306,810    (Won) 309,215    (Won) 658,965
         

  

  

 

As of December 31, 2007, the Company has provided guarantees for related parties as follows (in millions of Korean won and thousands of U.S. dollars):

 

Guarantor


   Guarantee

  

Description


   Amount

KT

   KTSC    Performance guarantee    USD 31,427

KTN

   KTR    Guarantee for loan    (Won) 88,328

KTR

   KTN    Guarantee for loan    (Won) 5,000

KTL

   TSC    Guarantee for credit loan    (Won) 20,000
              

         

Total

   USD 31,427
               (Won) 113,328
              

 

17. COMMON STOCK AND CAPITAL SURPLUS

 

As of December 31, 2007, the Company’s number of shares authorized are 1,000,000,000 shares with par value of (Won)5,000 per share.

 

F-65


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

As of December 31, 2006 and 2007, the number of shares issued by the Company are 279,627,400 shares and 275,202,400 shares, respectively, and the common stock amounted to (Won)1,560,998 million. As allowed by the Securities Exchange Law, the Company retired 4,425,000 treasury stocks for the year ended December 31, 2007 in addition to the 32,572,259 treasury stock retired through December 31, 2006 by charges against retained earnings. Therefore, the common stock amount differs from the amount resulting from multiplying the number of shares issued by (Won)5,000 par value of common stock.

 

Capital surplus as of December 31, 2006 and 2007 is summarized as follows (in millions of Korean won):

 

     2006

    2007

 

Paid-in capital in excess of par value

   (Won) 1,440,258     (Won) 1,440,258  

Acquisition of additional equity interest in consolidated subsidiaries

     (276,084 )     (277,236 )

Others (Note)

     128,301       109,612  
    


 


Total

   (Won) 1,292,475     (Won) 1,272,634  
    


 



(Note) Others resulted mainly from the retirement of subsidiaries’ treasury stock by appropriation of retained earnings, the increase in subsidiaries’ capital stock, mergers between subsidiaries and other.

 

18. RETAINED EARNINGS RESTRICTED IN USE

 

Retained earnings appropriated to the legal reserve cannot be used as cash dividends under the applicable laws and regulations. The Korean Commercial Code requires the Company to appropriate an amount equal to at least 10% of the cash dividend amount to a legal reserve at the end of the year for each accounting period until the reserve equals 50% of stated capital. The legal reserve may be used to reduce a deficit or may be transferred to capital.

 

In accordance with the relevant tax laws, the Company is allowed to appropriate a reserve for technology and human resource development to recognize certain tax deductible benefits through the early recognition of future expenditures for tax purposes. This reserve used for its original purpose and the remaining balance after use are restored to retained earnings and may be used for dividends in accordance with the relevant tax laws.

 

19. COMPREHENSIVE INCOME

 

Comprehensive income for the year ended December 31, 2007 is as follows (in millions of Korean won):

 

Description


   2007

 

Net income

   (Won) 1,170,978  

Other comprehensive income (loss),:

        

Gain on translation of foreign operations

     55  

Loss on translation of foreign operations (Tax effect: (Won)5,005 million)

     22,136  

Unrealized loss on available-for-sale securities (Tax effect: (Won)1,189 million)

     4,164  

Increase in equity of associates (Tax effect: ((Won)2,789) million)

     (714 )

Decrease in equity of associates (Tax effect: ((Won)4,942) million)

     3,762  

Unrealized gain on valuation of derivatives (Tax effect: ((Won)768) million)

     2,024  
    


Comprehensive income

   (Won) 1,202,405  
    


Attributable to : Equity holders of the parent

   (Won) 1,082,829  

  Minority interest

     119,576  
    


     (Won) 1,202,405  
    


 

F-66


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

20. SHARE-BASED PAYMENT

 

KT granted stock options to its executive officers and directors through 2006 in accordance with the stock option plan approved by its board of directors of which details are as follows:

 

    1st grant

  2nd grant

  3rd grant

  4th grant

  5th grant

Grant date

  Dec. 26, 2002   Sep. 16, 2003   Dec. 12, 2003   Feb. 4, 2005   Apr. 28, 2005

Grantee

  Executives   Outside directors   Executives   Executives   Executives

Number of basic allocated shares upon grant

  460,000   36,400   80,000   50,800   45,700

Number of additional shares related to business performance upon grant

  220,000   —     40,000   20,000   20,000

Number of shares expected to be exercised upon grant

  562,958   36,400   106,141   60,792   55,692

Number of settled or forfeited shares

  191,326   33,400   106,141   10,800   65,700

Number of allocated shares as of December 31, 2007

  300,415   3,000   —     40,000   —  

Number of additional shares related to business performance as of December 31, 2007

  71,217   —     —     3,153   —  

Number of shares expected to be exercised

  371,632   3,000   —     43,153   —  

Fair value (in Korean won)

  (Won)22,364   (Won)12,443   (Won)10,926   (Won)12,322   (Won)10,530

Total compensation cost (in millions of Korean won)

  (Won)8,311   (Won)38   (Won)—     (Won)531   (Won)—  

Exercise price (in Korean won)

  (Won)70,000   (Won)57,000   (Won)65,000   (Won)54,600   (Won)50,400

Exercise period

  Dec.27, 2004

~ Dec. 26, 2009

  Sep.17, 2005

~Sep.16, 2010

  Dec.13, 2005

~ Dec.12, 2010

  Feb. 5, 2007

~ Feb. 4, 2012

  Apr. 29, 2007

~ Apr. 28, 2012

Valuation method

  Fair value
method
  Fair value
method
  Fair value
method
  Fair value
method
  Fair value
method

 

Upon exercise, the Company can elect one of the following settlement methods; an issuance of new shares, a provision of treasury stock or cash settlement (cash and provision of treasury stock) subject to its circumstances.

 

KT adopted the fair value method to measure compensation costs based on the following valuation assumptions and methods are as follows:

 

     1st grant

   2nd grant

   3rd grant

   4th grant

   5th grant

Risk free interest rate

   5.46%    4.45%    5.09%    4.43%    4.07%

Expected duration

   4.5 years to

5.5 years

   4.5
years
   4.5 years to

5.5 years

   4.5 years to
5.5 years
   4.5 years to

5.5 years

Expected volatility

   49.07%

~ 49.90%

   34.49%    31.26%

~ 33.90%

   33.41%
~42.13%
   33.51%

~35.92%

Expected dividend yield ratio

   1.10%    1.57%    1.57%    5.86%    5.86%

 

F-67


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Of total compensation costs calculated using the fair value method, the compensation costs recognized through December 31, 2007 are as follows (in millions of Korean won):

 

    1st grant

    2nd grant

    3rd grant

    4th grant

    5th grant

    Total

 

Total compensation costs before adjustment

  (Won) 10,602     (Won) 453     (Won) 1,160     (Won) 749     (Won) 586     (Won) 13,550  

Total compensation costs cancelled

    (2,291 )     (415 )     (1,160 )     (218 )     (586 )     (4,670 )

Total compensation costs after adjustment

    8,311       38       —         531       —         8,880  

Compensation costs recognized in prior periods

    (8,311 )     (38 )     —         (506 )     —         (8,855 )

Compensation costs already recognized but expired

    —         —         —         —         —         —    

Compensation costs to be reflected in the current period

    —         —         —         (25 )     —         (25 )

Compensation costs recognized in the current period

    —         —         —         (25 )     —         (25 )

Compensation costs to be recognized after the current period

    —         —         —         —         —         —    

 

Details of stock grants to directors including chief executive officer during 2007 are as follows:

 

    

1st grant


Grant date

  

March 29, 2007

Grantee

  

Registered directors

Estimated number of shares granted upon grant

  

23,925 shares

Vesting Conditions

  

Service condition: one year

Non-market performance condition:

achievement of performance

Fair value per option (in Korean won)

  

(Won)42,706

Total compensation costs (in Korean won)

  

(Won)1,022 million

Estimated exercise date

  

March 29, 2008

Valuation method

  

Fair value method

 

Above compensation costs were calculated based on the fair value method and charged to current operations for the year ended December 31, 2007 as follows (in millions of Korean won):

 

     1st grant

 

Total compensation costs

   (Won) 1,022  

Compensation costs recognized in prior periods

     —    

Compensation costs to be reflected in the current period

     (1,022 )

Compensation costs recognized in the current period

     (1,022 )
    


Compensation costs to be recognized after the current period

   (Won) —    
    


 

F-68


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

21. TREASURY STOCK

 

Changes in KT’s treasury stock for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won except for share data):

 

    2006

    January 1, 2006

  Increase

  Disposal (Note)

    Retirement

    December 31, 2006

    Number of
shares


  Amount

  Number
of shares


  Amount

  Number
of shares


    Amount

    Number
of shares


    Amount

    Number of
shares


  Amount

Direct purchase by the Securities and Exchange Act

  70,533,583   (Won) 3,747,774   5,222,000   (Won) 213,664   (260,531 )   (Won) (13,913 )   (5,222,000 )   (Won) (213,664 )   70,273,052   (Won) 3,733,861

Indirect purchase through trust agreement and other

  1,259,170     92,711   —       —     —         —       —         —       1,259,170     92,711
   
 

 
 

 

 


 

 


 
 

    71,792,753   (Won) 3,840,485   5,222,000   (Won) 213,664   (260,531 )   (Won) (13,913 )   (5,222,000 )   (Won) (213,664 )   71,532,222   (Won) 3,826,572
   
 

 
 

 

 


 

 


 
 

 

    2007

    January 1, 2007

  Increase

  Disposal (Note)

    Retirement

    December 31, 2007
(Note)


    Number of
shares


  Amount

  Number
of shares


  Amount

  Number
of shares


    Amount

    Number
of shares


    Amount

    Number of
shares


  Amount

Direct purchase by the Securities and Exchange Act

  70,273,052   (Won) 3,733,861   4,425,000   (Won) 196,329   (16,645 )   (Won) (884 )   (4,425,000 )   (Won) (196,329 )   70,256,407   (Won) 3,732,977

Indirect purchase through trust agreement and other

  1,259,170     92,711   —       —     —         —       —         —       1,259,170     92,711
   
 

 
 

 

 


 

 


 
 

    71,532,222   (Won) 3,826,572   4,425,000   (Won) 196,329   (16,645 )   (Won) (884 )   (4,425,000 )   (Won) (196,329 )   71,515,577   (Won) 3,825,688
   
 

 
 

 

 


 

 


 
 


(Note) Treasury stocks disposed of for the years ended December 31, 2006 and 2007 and the remaining balance as of December 31, 2007 have been and is expected to be used for the stock compensation to the Company’s directors and employees and other.

 

22. OPERATING REVENUES

 

Operating revenues for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

   2006

   2007

Internet services

   (Won) 2,485,959    (Won) 2,471,086    (Won) 2,497,897

Data communication services

     1,360,025      1,284,213      1,270,607

Telephone services

     5,889,761      5,817,000      5,592,349

PCS services

     5,232,853      5,510,319      5,874,610

PCS handsets sales

     1,510,763      1,888,978      2,323,828

Other

     712,484      853,284      1,100,791
    

  

  

Total

   (Won) 17,191,845    (Won) 17,824,880    (Won) 18,660,082
    

  

  

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

23. CONSTRUCTION CONTRACTS

 

Details of construction contracts as of December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

     Beginning
contract
balance


   Increase

   Recognized
as revenue
(Note)


    Ending
contract
balance


Jungja Dong, Suwon

   (Won) 52,900    (Won) —      (Won) (4,243 )   (Won) 48,657

Sungsu Dong, Seoul

     —        140,000      —         140,000

Bugae Dong, Incheon

     —        191,713      —         191,713

Gaya Dong, Busan

     24,271      —        (13,216 )     11,055
    

  

  


 

Total

   (Won) 77,171    (Won) 331,713    (Won) (17,459 )   (Won) 391,425
    

  

  


 

 

     2006

     Beginning
contract
balance


   Increase
(Decrease)

    Recognized
as revenue
(Note)


    Ending
contract
balance


Jungja Dong, Suwon

   (Won) 48,657    (Won) —       (Won) (21,499 )   (Won) 27,158

Sungsu Dong, Seoul

     140,000      11,081       (34,114 )     116,967

Bugae Dong, Incheon

     191,713      —         (7,534 )     184,179

Gaya Dong, Busan

     11,055      (36 )     (11,019 )     —  
    

  


 


 

Total

   (Won) 391,425    (Won) 11,045     (Won) (74,166 )   (Won) 328,304
    

  


 


 

 

     2007

     Beginning
contract
balance


   Increase

   Recognized
as revenue
(Note)


    Ending
contract
balance


Jungja Dong, Suwon

   (Won) 27,158    (Won) 37    (Won) (26,916 )   (Won) 279

Sungsu Dong, Seoul

     116,967      1,600      (54,731 )     63,836

Bugae Dong, Incheon

     184,179      6,260      (33,347 )     157,092
    

  

  


 

Total

   (Won) 328,304    (Won) 7,897    (Won) (114,994 )   (Won) 221,207
    

  

  


 


(Note) These revenues are classified as other in operating revenues.

 

F-70


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

24. OPERATING EXPENSES

 

Operating expenses for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

    2006

    2007

 

Salaries and wages

   (Won) 2,146,127     (Won) 2,224,598     (Won) 2,242,295  

Share-based payment

     1,072       531       1,251  

Provision for severance indemnities

     302,049       240,843       360,476  

Employee welfare

     596,151       527,062       528,902  

Travel

     50,159       42,057       38,568  

Communications

     75,989       65,825       76,983  

Electric and water charges

     193,427       212,105       233,230  

Fuel expense

     11,948       15,157       12,001  

Taxes and dues

     294,921       197,196       195,874  

Supplies

     51,876       37,199       37,765  

Publications

     7,287       5,773       6,281  

Rent

     245,656       219,825       226,327  

Depreciation

     3,228,248       3,185,193       3,193,591  

Amortization

     328,909       371,616       408,611  

Repairs

     514,502       414,428       288,715  

Maintenance

     101,205       290,590       322,364  

Automobile maintenance

     29,774       29,307       30,637  

Insurance

     21,513       20,496       23,157  

Commissions

     984,088       1,042,180       1,147,640  

Facilitation

     7,861       6,022       6,462  

Advertising

     266,299       232,202       274,450  

Education and training

     45,727       39,092       31,331  

Survey and analysis

     25,208       26,303       31,841  

Praise and reward

     18,838       10,894       11,168  

Registration fee and legal cost

     6,287       4,839       8,152  

Research

     282,503       225,321       238,722  

Development

     41,192       56,424       52,288  

Interconnection charges

     1,060,681       1,177,896       1,200,373  

Cost of services

     489,105       606,440       776,782  

International settlement payment

     192,852       203,339       216,962  

Cost of goods sold

     1,460,749       1,682,009       1,911,897  

Promotion

     548,272       561,186       749,029  

Sales commission

     1,025,843       1,348,156       1,902,106  

Provision for doubtful accounts

     120,048       111,285       71,502  

Other

     55,220       61,845       99,292  
    


 


 


Sub-total

     14,831,586       15,495,234       16,957,025  

Less : transfer to other accounts

     (50,836 )     (53,730 )     (42,284 )
    


 


 


     (Won) 14,780,750     (Won) 15,441,504     (Won) 16,914,741  
    


 


 


 

F-71


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

25. INCOME TAX EXPENSE

 

Components of income tax expense for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

    2006

    2007

 

Current income tax expense
(including additional income taxes and tax refunds)

   (Won) 408,054     (Won) 399,097     (Won) 402,254  

Changes in deferred income tax assets and liabilities related to temporary differences (including tax loss and credits carryforwards)

     (17,026 )     77,275       (45,506 )

Income tax expense directly reflected in stockholders’ equity

     8,361       (247 )     51  
    


 


 


Income tax expense

   (Won) 399,389     (Won) 476,125     (Won) 356,799  
    


 


 


 

Changes in deferred income tax assets related to temporary differences for the year ended December 31, 2007 is as follows (in millions of Korean won):

 

     2007

 

Beginning deferred income tax assets

   (Won) 305,856  

Ending deferred income tax assets

     349,058  

Changes in deferred income tax assets (liabilities) directly added to (deducted from) stockholders’ equity

     (2,304 )
    


Changes in deferred income tax assets

   (Won) 45,506  
    


 

An explanation of the relationship between income tax expense and accounting income before income tax expense for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won) :

 

     2005

    2006

    2007

 

Income from continuing operations before income tax expense

   (Won) 1,764,399     (Won) 1,985,846     (Won) 1,447,763  
    


 


 


Income tax expense at statutory income tax rate (14.3% of taxable income less than (Won)100 million and 27.5% of taxable income exceeding (Won)100 million)

     485,210       546,108       398,123  

Differences (Note)

     (85,821 )     (69,983 )     (41,324 )
    


 


 


Income tax expense on continuing operations

   (Won) 399,389     (Won) 476,125     (Won) 356,799  
    


 


 


Effective tax rates

     22.64 %     23.98 %     24.64 %
    


 


 


(Note) Differences :

                        

Non-temporary difference

   (Won) 119,649     (Won) 79,895     (Won) 18,704  

Changes in deferred income tax assets (liabilities) unrecognized related to equity method investment securities

     21,763       24,918       37,987  

Tax credit for investment

     (237,974 )     (160,875 )     (114,317 )

Other tax credits

     —         —         (6,842 )

Additional income tax and tax refund for prior periods

     12,109       (13,921 )     30,545  

Other

     (1,368 )     —         (7,401 )
    


 


 


     (Won) (85,821 )   (Won) (69,983 )   (Won) (41,324 )
    


 


 


 

F-72


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Changes in temporary differences, including tax loss and credits carryforwards, and deferred income tax assets (liabilities) for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

    2006

 
    January 1,
2006


    Final tax
return

amount
(Note 1)

                      Deferred income tax
asset (liabilities)

 
        Increase

    Decrease

    December 31,
2006


    Current

    Non-current

 

(Deductible temporary differences)

                                                       

Allowance for doubtful accounts

  (Won) 519,997     (Won) 528,324     (Won) —       (Won) 78,465     (Won) 449,859     (Won) 121,672     (Won) —    

Inventories

    41,494       41,494       1,479       —         42,973       11,818       —    

Derivatives

    119,820       119,820       39,143       —         158,963       43,715       —    

Available-for-sale securities

    24,369       24,369       —         5,427       18,942       —         4,139  

Equity method investment securities

    1,197,609       1,068,089       151,645       —         1,219,734       —         (22,963 )

Held-to-maturity securities

    63,927       63,927       —         63,927       —         —         —    

Contribution for construction

    147,849       147,849       28,556       —         176,405       —         48,511  

Accrued expense

    96,034       98,461       140,293       —         238,754       65,525       132  

Provisions

    108,878       108,878       —         6,110       102,768       2,942       25,319  

Provision for severance indemnities

    677,658       677,658       94,896       —         772,554       —         212,388  

Refundable deposits for telephone installation

    58,965       58,965       —         2,114       56,851       —         15,634  

Other

    105,457       113,234       1,095       53,425       60,904       9,112       2,284  
   


 


 


 


 


 


 


Sub total

    3,162,057       3,051,068       457,107       209,468       3,298,707       254,784       285,444  
   


 


 


 


 


 


 


(Taxable temporary differences)

                                                       

Depreciation

  (Won) (143,007 )   (Won) (138,398 )   (Won) —       (Won) (41,111 )   (Won) (97,287 )   (Won) —       (Won) (27,110 )

Deposits for severance indemnities

    (653,700 )     (653,700 )     (93,127 )     —         (746,827 )     —         (205,378 )

Accrued income

    (1,567 )     (1,567 )     (3,735 )     —         (5,302 )     (1,448 )     (10 )

Reserve for technology and human resource development

    (320,000 )     (320,000 )     —         —         (320,000 )     (29,333 )     (58,667 )
   


 


 


 


 


 


 


Sub total

    (1,118,274 )     (1,113,665 )     (96,862 )     (41,111 )     (1,169,416 )     (30,781 )     (291,165 )
   


 


 


 


 


 


 


Net

  (Won) 2,043,783     (Won) 1,937,403     (Won) 360,245     (Won) 168,357     (Won) 2,129,291     (Won) 224,003     (Won) (5,721 )
   


 


 


 


 


 


 


Deferred income tax assets from temporary differences

  (Won) 258,784                                     (Won) 224,003     (Won) (5,721 )

Deferred income tax assets from tax loss carry forwards

    20,088                                       —         19,289  

Deferred income tax assets from tax credit carryforwards

    104,259                                       40,114       28,171  
   


                                 


 


Deferred income tax assets

  (Won) 383,131                                     (Won) 264,117     (Won) 41,739  
   


                                 


 


 

F-73


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

    2007

    January 1,
2007


    Final tax
return
amount
(Note 1)


  Increase

  Decrease

  December 31,
2007


    Deferred income tax
assets (liabilities)


            Current

    Non-current

(Deductible temporary differences)

                                               

Allowance for doubtful accounts

  (Won) 490,318     (Won) 419,703   (Won) —     (Won) 61,625   (Won) 358,078     (Won) 92,990     (Won) 5,480

Inventories

    42,972       42,256     —       7,277     34,979       9,619       —  

Derivatives

    158,962       158,746     5,975     —       164,721       45,298       —  

Available-for-sale securities

    18,941       19,009     —       5,727     13,282       —         3,653

Equity method investment securities (Note 2)

    1,301,777       1,301,777     118,542     19,496     1,400,823       —         385,226

Contribution for construction

    176,404       176,404     29,204     —       205,608       —         56,542

Accrued expenses

    238,753       246,775     51,146     —       297,921       81,928       —  

Provisions

    102,768       113,234     —       29,315     83,919       19,275       3,802

Provision for severance indemnities

    772,554       775,962     232,432     —       1,008,394       —         277,309

Refundable deposits for telephone installation

    56,851       56,851     —       2,851     54,000       —         14,850

Other

    19,173       111,793     37,789     —       149,582       (19,583 )     60,719
   


 

 

 

 


 


 

Sub total

    3,379,473     (Won) 3,422,510   (Won) 475,088   (Won) 126,291     3,771,307       229,527       807,581
           

 

 

                     

Not recognized as deferred income tax assets (Note 4)

    1,417,575                         1,559,920       3,320       425,658
   


                   


 


 

Recognized as deferred income tax assets

    1,961,898                         2,211,387       226,207       381,923

Tax rate (Note 3)

    27.5 %                       27.5 %              
   


                   


             

Deferred income tax assets

    539,522                         608,130       226,207       381,923
   


                   


 


 

 

F-74


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

     2007

 
     January 1,
2007


    Final tax
return
amount
(Note 1)

    Increase

    Decrease

    December
31, 2007


    Deferred income tax
assets (liabilities)


 
             Current

    Non-current

 

(Taxable temporary differences)

                                                        

Accrued interest income

     (5,305 )   (Won) (5,589 )   (Won) (527 )   (Won) —         (6,116 )     (1,682 )     —    

Equity method investment securities (Note 2)

     (82,043 )     (82,043 )     (40,026 )     —         (122,069 )     —         (33,569 )

Depreciation

     (96,013 )     (98,339 )     —         (60,105 )     (38,234 )     —         (10,515 )

Deposits for severance indemnities

     (746,828 )     (749,807 )     (220,946 )     —         (970,753 )     —         (266,956 )

Derivatives

     —         —         (2,792 )     —         (2,792 )     —         (768 )

Reserve for technology and human resource development

     (320,000 )     (320,000 )     —         (106,667 )     (213,333 )     —         (58,667 )
    


 


 


 


 


 


 


Sub total

     (1,250,189 )   (Won) (1,255,778 )   (Won) (264,291 )   (Won) (166,772 )     (1,353,297 )     (1,682 )     (370,475 )
            


 


 


                       

Not recognized as deferred income tax liabilities

     (82,043 )                             (122,069 )     —         (33,569 )
    


                         


 


 


Recognized as deferred income tax liabilities

     (1,168,146 )                             (1,231,228 )     (1,682 )     (336,906 )

Tax rate (Note 3)

     27.5 %                             27.5 %                
    


                         


               

Deferred income tax liabilities

     (321,240 )                             (338,588 )     (1,682 )     (336,906 )
    


                         


 


 


(Tax loss carryforwards)

                                                        

Total loss carryforwards

     70,143     (Won) 69,334     (Won) 10,741     (Won) 12,698       67,377       —         18,529  
            


 


 


                       

Not recognized as deferred income tax assets (Note 5)

     —                                 38,428       —         10,568  
    


                         


 


 


Recognized as deferred income tax assets

     70,143                               28,949       —         7,961  

Tax rate (Note 3)

     27.5 %                             27.5 %                
    


                         


               

Deferred income tax assets

     19,289                               7,961       —         7,961  
    


                         


 


 


(Tax credit carryforwards)

                                                        

Total tax credit

     101,695                               111,456       —         111,456  

Not recognized as deferred income tax assets

     16,905                               22,991       —         22,991  
    


                         


 


 


Recognized as deferred income tax assets

     84,790                               88,465       35,000       36,555  
    


                         


 


 


Deferred income tax assets

     68,285                               71,555       35,000       36,555  
    


                         


 


 


Deferred income tax assets, net

   (Won) 305,856                             (Won) 349,058     (Won) 259,525     (Won) 89,533  
    


                         


 


 



(Note 1) Tax effects from true-up for prior year tax return arising from temporary difference and non-temporary differences were adjusted in deferred income tax assets and current earnings, respectively. Changes in temporary difference resulting from tax investigation in the current period were adjusted in final tax return amount.

 

F-75


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(Note 2) The Company did not recognize deferred income tax assets of (Won)419,037 million related to the tax effects of deductible temporary differences from equity in losses since it was not almost certain that the Company would be able to realize the related tax benefits in the foreseeable future. The Company also did not recognize deferred income tax liabilities totaling (Won)33,569 million, of which (Won)32,327 million represents the tax effect of taxable temporary differences from equity method investees, since it is almost certain that the differences will not reverse in the foreseeable future given that the Company is able to control the timing of reversal of the temporary difference and the investees have not declared dividends in the past 5 years.

 

(Note 3) Tax rate is the enacted marginal tax rate which is expected to apply to taxable income in the periods in which the deferred income tax liability or asset is expected to be settled or realized.

 

(Note 4) Certain subsidiaries including KTR did not recognize deferred income tax assets amounting to (Won)9,900 million which resulted from the tax effects of deductible temporary differences of (Won)35,999 million in excess of taxable differences and future taxable income.

 

(Note 5) Certain subsidiaries including TSC did not recognize deferred income tax assets amounting to (Won)10,568 million which resulted from the tax effects of tax loss carryforwards of (Won)38,408 million in excess of taxable differences and future taxable income.

 

Deferred income tax assets (liabilities) and income tax benefit (expense) added to (deducted from) stockholders’ equity as of December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

     2006

 
     Total

    Income tax
expense


    Deferred income tax
assets (liabilities)


    Net

 

Gain on disposal of treasury stock (capital surplus)

   (Won) 899     (Won) (247 )   (Won) —       (Won) 652  

Gain on translation of foreign operations

     15,560       —         —         15,560  

Loss on translation of foreign operations

     (32,435 )     —         —         (32,435 )

Gain on valuation of available-for-sale securities

     12,575       —         (4,407 )     8,168  

Increase in equity of associates

     4,743       —         (1,002 )     3,741  

Decrease in equity of associates

     (7,480 )     —         6,674       (806 )
    


 


 


 


Total

   (Won) (6,138 )   (Won) (247 )   (Won) 1,265     (Won) (5,120 )
    


 


 


 


     2007

 
     Total

    Income tax
expense


    Deferred income tax
assets (liabilities)


    Net

 

Gain on disposal of treasury stock (capital surplus)

   (Won) 715     (Won) (196 )   (Won) —       (Won) 519  

Gain on translation of foreign operations

     2,471       —         —         2,471  

Loss on translation of foreign operations

     (18,200 )     —         5,005       (13,195 )

Gain on valuation of available-for-sale securities

     13,862       —         (3,218 )     10,644  

Gain on valuation of derivatives for cash flow hedge

     2,792       —         (768 )     2,024  

Increase in equity of associates

     6,557       —         (3,791 )     2,766  

Decrease in equity of associates

     (6,300 )     —         1,732       (4,568 )
    


 


 


 


Total

   (Won) 1,897     (Won) (196 )   (Won) (1,040 )   (Won) 661  
    


 


 


 


 

F-76


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

26. INCOME FROM DISCONTINUING OPERATIONS

 

Korea Telecom Venture Fund No.1 (the “Fund”), which was dissolved in August 2007, and KTPI, which is scheduled to be liquidated in 2008, are excluded from the consolidation as of December 31, 2007. The Fund and KTPI’s net income (loss) for the years ended December 31, 2005, 2006 and 2007 are reclassified into income (loss) from discounting operations as follows:

 

    2005

    2006

    2007

 
    Fund No.1

  KTPI

    Total

    Fund No.1

    KTPI

  Total

    Fund No.1

  KTPI

    Total

 

Operating and non-operating Income (loss) from discontinuing operations

  (Won) 291   (Won) (5,265 )   (Won) (4,974 )   (Won) (1,945 )   (Won) 1,941   (Won) (4 )   (Won) 388   (Won) (38,727 )   (Won) (38,339 )

Reversal of cumulative loss from discontinuing operations (Note 1)

    —       —         —         —         —       —         —       112,543       112,543  
   

 


 


 


 

 


 

 


 


Income (loss) from discontinuing operations (Note 2)

  (Won) 291   (Won) (5,265 )   (Won) (4,974 )   (Won) (1,945 )   (Won) 1,941   (Won) (4 )   (Won) 388   (Won) 73,816     (Won) 74,204  
   

 


 


 


 

 


 

 


 



(Note 1) Since future outflows of economic resources from the cumulative loss totaling (Won)112,543 million of KTPI are not expected, the cumulative loss was reversed as income.

 

(Note 2) There were no tax effects for income (loss) from discounting operations for the years ended December 31, 2005, 2006 and 2007.

 

27. INCOME PER SHARE

 

The Company’s net income per share for the years ended December 31, 2005, 2006 and 2007 are computed as follows (in millions of Korean won, except for per share data):

 

a. Basic Income Per Share From Continuing Operations

 

     2005

   2006

   2007

Net income from continuing operations

   (Won) 1,090,477    (Won) 1,291,515    (Won) 982,093

Weighted average number of common stock outstanding

     211,564,794      209,894,649      206,599,294
    

  

  

Basic income per share from continuing operations (in Korean won)

   (Won) 5,155    (Won) 6,153    (Won) 4,754
    

  

  

 

b. Basic Income Per Share From Discontinuing Operations

 

     2005

    2006

   2007

Net income from discontinuing operations

   (Won) (5,027 )   (Won) 348    (Won) 74,134

Weighted average number of common stock outstanding

     211,564,794       209,894,649      206,599,294
    


 

  

Basic income per share

from discontinuing operations (in Korean won)

   (Won) (24 )   (Won) 2    (Won) 358
    


 

  

 

F-77


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

c. Basic Net Income Per Share

 

     2005

   2006

   2007

Net income

   (Won) 1,085,450    (Won) 1,291,863    (Won) 1,056,227

Weighted average number of common stock outstanding

     211,564,794      209,894,649      206,599,294
    

  

  

Basic net income per share (in Korean won)

   (Won) 5,131    (Won) 6,155    (Won) 5,112
    

  

  

 

d. Diluted Income Per Share From Continuing Operations

 

     2005

   2006

   2007

Net income from continuing operations

   (Won) 1,090,477    (Won) 1,291,515    (Won) 982,093

Interest on exchangeable bonds

     52      52      —  
    

  

  

Adjusted income from continuing operations

     1,090,529      1,291,567      982,093

Weighted average number of common stock
outstanding

     211,564,794      209,894,649      206,599,294

Number of shares with dilutive effects

     258,680      254,949      —  
    

  

  

Diluted income per share from continuing operations (in Korean won)

   (Won) 5,148    (Won) 6,146    (Won) 4,754
    

  

  

 

e. Diluted Income Per Share From Discontinuing Operations

 

     2005

    2006

   2007

Net income (loss) from discontinuing operations

   (Won) (5,027 )   (Won) 348    (Won) 74,134
    


 

  

Adjusted income from discontinuing operations

     (5,027 )     348      74,134

Weighted average number of common stock
outstanding

     211,564,794       209,894,649      206,599,294

Number of shares with dilutive effects

     258,680       254,949      —  
    


 

  

Diluted income (loss) per share from discontinuing operations (in Korean won)

   (Won) (24 )   (Won) 2    (Won) 358
    


 

  

 

f. Diluted Net Income Per Share

 

     2005

   2006

   2007

Net income

   (Won) 1,085,450    (Won) 1,291,863    (Won) 1,056,227

Interest on exchangeable bonds

     52      52      —  
    

  

  

Adjusted net income

     1,085,502      1,291,915      1,056,227

Weighted average number of common stock outstanding

     211,564,794      209,894,649      206,599,294

Number of shares with dilutive effects

     258,680      254,949      —  
    

  

  

Diluted net income per share (in Korean won)

   (Won) 5,124    (Won) 6,148    (Won) 5,112
    

  

  

 

F-78


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

For the purpose of calculating diluted income per share, interest expense for exchangeable bonds multiplied by (1-marginal tax rate) and all dilutive potential common stock were added to net income attributable to common stock holders and the weighted average number of shares outstanding, respectively. Diluted income per share is calculated by dividing adjusted income by the weighted average number of common stock and all dilutive potential common stock. Share-based payments have no dilutive effect and are excluded from the calculation of diluted income per share.

 

(Note) Potential common stock as of December 31, 2007 are as follows:

 

    

Par
value


  

Issue date


  

Maturity date


  

Exercisable Period


   Common
stock to be
issued


Stock option

   (Note 1)    December 26, 2002    December 26,2009   

Increase in the number of exercisable shares by 1/3 every year after two years from grant date

   371,632

Stock option

   (Note 2)    September 16, 2003    September 16, 2010   

From 2 years after grant date till maturity date

   3,000

Stock option

   (Note 3)    February 4, 2005    February 4, 2012   

Increase in the number of exercisable shares by 1/3 every year after two years from grant date

   43,153

Stock option

   (Note 4)    March, 29, 2007    March 29, 2008   

On maturity date, subject to the resolution of board of directors

   23,925
                        

Total

                       441,710
                        

(Note 1) Exercise price of (Won)70,000 per common stock.

 

(Note 2) Exercise price of (Won)57,000 per common stock.

 

(Note 3) Exercise price of (Won)54,600 per common stock.

 

(Note 4) Shares to be given subject to performance

 

28. INSURANCE

 

As of December 31, 2007, certain assets are insured with Samsung Fire and Marine Insurance Co., Ltd. and other insurance companies as follows (in millions of Korean won):

 

    

Risk covered


   Coverage

Capital lease receivable

   Movables package    (Won) 90,712

Inventories

   Theft and fire      58,235

Buildings

   Fire and other      1,233,547

Structures

   Property package      53,106

Machinery

   Property package and other      1,374,994

Vessel (vehicles)

   Vessel and other      51,251

Others

   Fire and other      333,618

Construction-in-progress

   Fire      2,600

Equipment usage rights

   Property package      102,669
         

Total

        (Won) 3,300,732
         

 

F-79


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

29. DIVIDENDS

 

Details of KT’s dividends for common stocks for the years ended December 31, 2005, 2006 and 2007 are as follows (in Korean won except for share data):

 

a. Interim Dividends

 

     2005

    2006

   2007

Dividends per share (dividend ratio)

   (Won) 1,000 (20 )%   (Won) —      (Won) —  

Number of shares outstanding (Note)

     210,759,067       —        —  
    


 

  

Dividends

   (Won) 210,759,067,000     (Won) —      (Won) —  
    


 

  

 

b. Dividends

 

     2005

    2006

    2007

 

Dividends per share (dividend ratio)

   (Won) 2,000 (40 )%   (Won) 2,000 (40 )%   (Won) 2,000 (40 )%

Number of shares outstanding (Note)

     213,056,647       208,095,178       203,686,823  
    


 


 


Dividends

   (Won) 426,113,294,000     (Won) 416,190,356,000     (Won) 407,373,646,000  
    


 


 


 

(Note) 71,792,753 shares, 71,532,222 shares and 71,515,577 shares of treasury stock as of December 31, 2005, 2006 and 2007, respectively, are excluded.

 

c. Dividend Payout Ratios

 

     2005 (Note)

    2006

    2007

 

Dividends

   (Won) 636,872,361,000     (Won) 416,190,356,000     (Won) 407,373,646,000  

Net income (Attributable to equity holders of the parent)

     1,085,449,731,207       1,291,863,401,102       1,056,227,165,634  
    


 


 


Payout ratio

     58.67 %     32.22 %     38.57 %
    


 


 


 

d. Dividend Yield Ratios

 

     2005 (Note)

    2006

    2007

 

Dividends per share

   (Won) 3,000     (Won) 2,000     (Won) 2,000  

Stock price at the end of the year

     42,290       46,500       48,900  
    


 


 


Dividend yield ratio

     7.1 %     4.3 %     4.1 %
    


 


 



(Note) The dividend includes interim and year-end dividends.

 

F-80


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

30. STATEMENTS OF CASH FLOWS

 

The statements of cash flows have been presented using the indirect method. Significant non-cash transactions for the years ended December 31, 2005, 2006 and 2007 are detailed as follows (in millions of Korean won):

 

     2005

   2006

   2007

Construction in progress transferred to property and equipment and other accounts

   (Won) 2,530,094    (Won) 3,291,167    (Won) 3,122,246

Long-term payable under a put and call agreement

     46,000      —        —  

Transfer of trade accounts and notes receivable to held-to-maturity securities

     30,681      —        —  

Conversion of convertible notes

     —        14,812      —  

Transferred to newly included subsidiary’s net income or loss before acquisition :

                    

Share-based payment

     —        —        12

Provision for severance indemnities

     —        —        1,003

Depreciation

     —        —        2,010

Amortization

     —        —        431

Bad debt

     —        —        1,712

Foreign currency translation gains

     —        —        92

Gain on disposal of property and equipment

     —        —        77

Gain on disposal of available-for-sale securities

     —        —        185

Gain on disposal of trading securities

     —        —        42

Equity in income of associates

     —        —        35

Other bad debt

     —        —        934

Loss on disposal of available-for-sale securities

     —        —        225

Equity in loss of associates

     —        —        2,139

Loss on disposal of property

     —        —        171

Impairment loss on investment assets

     —        —        6,716

Impairment loss on intangible assets

     —        —        221

 

31. COMMITMENTS AND CONTINGENCIES

 

a. Legal Matters

 

On May 25, 2005, the Fair Trade Commission (“FTC”) imposed a fine of (Won)116,168 million to the Company related to local telephone services and leased line services for internet cafes. On September 14, 2005, the FTC imposed an additional fine of (Won)24,258 million to the Company related to domestic and international long-distance services. The Company expensed these fines for the year ended December 31, 2005. As of December 31, 2007, the Company has appealed certain portion of the fine imposed by the FTC amounting to (Won)132,332 million to the Supreme Court. However, the final result of this appeal cannot be presently determined.

 

The Company is also in various litigation as a defendant in other cases of which claim amounts totaled (Won)70,651 million (109 cases) as of December 31, 2007. The Company accrued (Won)32,849 million as provisions related to the litigation as of December 31, 2007. However, the final result of this litigation cannot be presently determined.

 

F-81


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

b. Commitments with Financial Institutions

 

As of December 31, 2007, major commitments with local financial institutions are as follows (in millions of Korean won and thousands of foreign currencies)

 

Commitment


   Amount

  

Related companies


Bank overdraft

   (Won) 964,000    KT, KTF, KTR, TSC and KT Capital

Commercial paper issuance

     431,000    KT, TSC and KT Capital

Collateralized loan on accounts receivable—trade

     760,000    KT and TSC

Note discount

     10,000    KTL

Loans on checking account during the day

     7,000    KT Capital

Letters of credit

   USD 65,000    KT, KTP, KTSC, KTR and KT Capital

Working capital loans

   USD 2,000    KTSC

Collection for foreign currency denominated checks

   USD 1,000    KT
    

    
     (Won) 2,172,000     

Total

   USD  68,000     
    

    

 

As of December 31, 2007, the Company has construction performance guarantee agreements with Korea Software Financial Cooperative and other four financial institutions with guarantee limits of USD 7,673 thousand, SAR (Saudi Arabia Riyal) 735 thousand and (Won)180,955 million. In addition, Export-Import Bank of Korea and Kookmin Bank provide guarantees for the Company’s bid process and delay in payment of corporate income tax with guarantee limits of USD 580 thousand and (Won)155,858 million.

 

Loss on sale of accounts receivable from the transfer of those receivables amounted to (Won)492 million for the year ended December 31, 2007, and accounts receivable sold but not matured as of December 31, 2007 are (Won)26,813 million.

 

c. Stockholders’ Agreement between KT and NTT DoCoMo

 

In December 2005, KTF and NTT DoCoMo Inc. (“DoCoMo”) entered into a strategic alliance. As part of this strategic alliance, DoCoMo acquired a 10% equity interest in KTF (20,176,309 shares). In addition, on December 26, 2005, KT and DoCoMo entered into a stockholders’ agreement related to shares of KTF. Under the stockholders’ agreement, DoCoMo has the right to put its 20,176,309 shares for the acquisition amount plus interests to KT if an agreed target network coverage for W-CDMA service within Korea is not met by December 31, 2008. However, as of August 3, 2007, KTF reached the target network coverage mentioned above, and the right of DoCoMo to put its shares to KT has been now extinguished.

 

d. Put and Call Combination Contract with JPMorgan Chase Bank

 

On December 27, 2005, the Company and JPMorgan Chase Bank entered into a “Put and Call Combination” contract based on the shares of Korea Digital Satellite Broadcasting (“KDB”), an equity method investee. Under this contract, during the period from December 29, 2007 to December 29, 2008, KT has the option to acquire 9,200,000 shares of KDB that were purchased by JP Morgan Whiterfriars Inc. on December 28, 2005. Otherwise, JPMorgan Chase Bank has the option to exercise the put option on such KDB shares to KT on December 29, 2008. The exercise price under the contract for both KT and JPMorgan Chase Bank is (Won)46,000 million.

 

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Notes to Consolidated Financial Statements—(Continued)

 

e. Payment of a Handset Subsidy to Mobile Phone Users

 

According to the revised provisions of the Telecommunications Business Law (“TBL”), the Company is allowed to provide a one time handset subsidy to eligible mobile phone users within the next two years from March 27, 2006 to March 26, 2008. Pursuant to the TBL, the Company may establish its subsidy policy regarding the eligibility criteria and amount of payment. Consistent with the TBL, the Company provides a subsidy for mobile phone users who have subscribed to the Company’s service or any other mobile carriers for 18 consecutive months. Moreover, the Company has the right to discontinue the payment depending on marketing strategies, if necessary. However, the Company is required to report changes in the service agreement, should they take place, to the Ministry of Information and Communication within 30 days of the effective date.

 

32. DERIVATIVES

 

For the years ended December 31, 2005, 2006 and 2007, the Company entered into various derivatives contracts with financial institutions. Details of these derivative contracts are as follows:

 

Type of transaction


  

Financial institution


  

Description


Interest rate swap

  

JP Morgan and others

   Exchange fixed interest rate for variable interest rate for a specified period

Currency swap

  

JP Morgan and others

  

Exchange foreign currency cash flow for local currency

cash flow local currency cash flow for a specified period

Combined interest rate currency swap

  

Merrill Lynch and others

   Exchange foreign currency fixed (variable) swaps interest rate for local currency variable (fixed) interest

Currency forward

  

Kookmin Bank

   Exchange a specified currency at the agreed exchange rate at a specified date

Currency future

  

Dongyang Futures

Trading Co., Ltd.

   Futures contract that specifies the price at which a specified currency can be bought or sold at a future date

Currency option

  

Shinhan Bank

   Right to sell or buy a specified currency at the agreed exchange rate during a specified period of time

 

The assets and liabilities recorded relating to the outstanding contracts as of December 31, 2006 and 2007 are as follows (in millions of Korean won and thousands of U.S. dollars):

 

     2006

     Fair value

Type of transaction


   Contract
amount


   Assets
(Current)

   Liabilities
(Current)


Interest rate swap

   (Won) 820,540    (Won) 9,290    (Won) 6,850
     USD 200,000      

Currency swap

   USD 30,525      —        1,692

Combined interest rate currency swap

   (Won) 15,000      —        161,438
     USD 715,429      
    

  

  

Total

   (Won) 835,540    (Won) 9,290    (Won) 169,980
     USD 945,954      
    

  

  

 

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Notes to Consolidated Financial Statements—(Continued)

 

     2007

     Fair value

Type of transaction


   Contract amount

   Assets
(Current)

   Assets
(Non-Current)


   Liabilities
(Current)

Interest rate swap

   (Won) 486,540    (Won) 493    (Won) —      (Won) 3,944
     USD  100,000                     

Currency swap

   USD 220,000      —        1,710      2,833

Combined interest rate currency swap

   USD 715,165      105      —        125,548

Currency forward

   JPY 325,000      98      —        —  
    

  

  

  

     (Won) 486,540                     
     USD 1,035,165                     

Total

   JPY 325,000    (Won) 696    (Won) 1,710    (Won) 132,325
    

  

  

  


(Note) Details of the foreign currency swap contracts to which cash flow hedge accounting is applied as of December 31, 2007 are as follows (in millions of Korean won and thousands of US dollars):

 

Type of transaction


   Contract date

   Maturity date

   Contract
amount


   Fair value –
assets

(Non-current)

Currency swap

   April 4, 2007    April 11, 2012    USD 200,000    (Won) 1,710
              
  

 

Above foreign currency swap contract is to hedge the risk of variability of future cash flows from fixed rate foreign currency (USD) bonds and as of December 31, 2007, the gain on valuation of the swap contract amounting to (Won)2,024 million, net of income tax effect, is included in accumulated other comprehensive income and for the year ended December 31, 2007 the loss on valuation of the swap contract totaling (Won)2,280 million is recognized in current operations as a result of foreign currency translation gain from foreign currency (USD) bonds. In applying cash flow hedge accounting, the Company hedges its exposures to cash flow fluctuation to April 11, 2012. Approximately (Won)802 million of net derivative gain included in accumulated other comprehensive income at December 31, 2007 is expected to be reclassified into current operations within 12 months from that date.

 

The valuation gains and losses on the derivative contracts for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

     Valuation gain

   Valuation loss

Type of transaction


   For trading

   For hedging

   Total

   For trading

   For hedging

   Total

Interest rate swap

   (Won) 6,953    (Won) —      (Won) 6,953    (Won) 7,888    (Won) —      (Won) 7,888

Currency swap

     4,341      —        4,341      —        —        —  

Combined interest rate

currency swap

     21,595      —        21,595      5,873      —        5,873

Currency futures

     —        —        —        —        —        —  

Currency option

     —        —        —        2,340      —        2,340
    

  

  

  

  

  

Total

   (Won) 32,889    (Won) —      (Won) 32,889    (Won) 16,101    (Won) —      (Won) 16,101
    

  

  

  

  

  

 

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Notes to Consolidated Financial Statements—(Continued)

 

     2006

     Valuation gain

   Valuation loss

Type of transaction


   For trading

   For hedging

   Total

   For trading

   For hedging

   Total

Interest rate swap

   (Won) 8,654    (Won) —      (Won) 8,654    (Won) 1,435    (Won) —      (Won) 1,435

Currency swap

     —        —        —        4,855      —        4,855

Combined interest rate

currency swap

     —        —        —        80,412      —        80,412

Currency futures

     —        —        —        13      —        13
    

  

  

  

  

  

Total

   (Won) 8,654    (Won) —      (Won) 8,654    (Won) 86,715    (Won) —      (Won) 86,715
    

  

  

  

  

  

 

     2007

     Valuation gain

   Valuation loss

   Valuation
gain
(Note)


Type of transaction


   For
trading


   For
hedging


   Total

   For
trading


   For
hedging


   Total

   For
hedging


Interest rate swap

   (Won) 1,973    (Won) —      (Won) 1,973    (Won) 10,823    (Won) —      (Won) 10,823    (Won) —  

Currency swap

     —        2,280      2,280      4,719      —        4,719      2,792

Combined interest rate currency swap

     35,313      —        35,313      —        —        —        —  

Currency forwards

     98      —        98      —        —        —        —  
    

  

  

  

  

  

  

Total

   (Won) 37,384    (Won) 2,280    (Won) 39,664    (Won) 15,542    (Won) —      (Won) 15,542    (Won) 2,792
    

  

  

  

  

  

  


(Note) The amounts are before adjustment of deferred income tax which shall be directly reflected to equity and are included in equity.

 

33. SEGMENT INFORMATION

 

The Company has two operating segments, fixed-line telecommunication services and PCS services. Fixed-line telecommunication services include telephone services, internet services, data communication services and leased line services. PCS services include IMT-2000 services, and submarine cable construction and maintenance, intercommunication system management are all included in other segment.

 

Details of each segment for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

     Fixed-line
telecom
services

    PCS services

    Other

    Sub-total

    Elimination

    Consolidated
amount


Total sales

   (Won) 11,917,415     (Won) 6,061,013     (Won) 1,349,114     (Won) 19,327,542     (Won) (2,135,697 )   (Won) 17,191,845

Internal sales

     (585,956 )     (773,739 )     (776,002 )     (2,135,697 )     (2,135,697 )     —  
    


 


 


 


 


 

Net sales

   (Won) 11,331,459     (Won) 5,287,274     (Won) 573,112     (Won) 17,191,845     (Won) —       (Won) 17,191,845
    


 


 


 


 


 

Operating income

   (Won) 1,643,789     (Won) 834,020     (Won) 12,361     (Won) 2,490,170     (Won) (79,075 )   (Won) 2,411,095
    


 


 


 


 


 

Total assets

   (Won) 17,936,509     (Won) 8,200,171     (Won) 1,589,037     (Won) 27,725,717     (Won) (3,047,352 )   (Won) 24,678,365
    


 


 


 


 


 

 

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Notes to Consolidated Financial Statements—(Continued)

 

    2006

    Fixed-line
telecom services


    PCS services

    Other

    Sub-total

    Elimination

    Consolidated
amount


Total sales

  (Won) 11,856,009     (Won) 6,507,350     (Won) 1,443,772     (Won) 19,807,131     (Won) (1,982,251 )   (Won) 17,824,880

Internal sales

    (506,655 )     (719,384 )     (756,212 )     (1,982,251 )     1,982,251       —  
   


 


 


 


 


 

Net sales

  (Won) 11,349,354     (Won) 5,787,966     (Won) 687,560     (Won) 17,824,880     (Won) —       (Won) 17,824,880
   


 


 


 


 


 

Operating income

  (Won) 1,756,228     (Won) 668,747     (Won) 54,274     (Won) 2,479,249     (Won) (95,873 )   (Won) 2,383,376
   


 


 


 


 


 

Total assets

  (Won) 17,962,333     (Won) 8,068,028     (Won) 1,648,946     (Won) 27,679,307     (Won) (3,435,973 )   (Won) 24,243,334
   


 


 


 


 


 

    2007

    Fixed-line
telecom services


    PCS services

    Other

    Sub-total

    Elimination

    Consolidated
amount


Total sales

  (Won) 11,936,381     (Won) 7,293,321     (Won) 1,839,503     (Won) 21,069,205     (Won) (2,409,123 )   (Won) 18,660,082

Internal sales

    (491,440 )     (719,384 )     (1,198,299 )     (2,409,123 )     2,409,123       —  
   


 


 


 


 


 

Net sales

  (Won) 11,444,941     (Won) 6,573,937     (Won) 641,204     (Won) 18,660,082     (Won) —       (Won) 18,660,082
   


 


 


 


 


 

Operating income

  (Won) 1,433,722     (Won) 440,900     (Won) 74,173     (Won) 1,948,795     (Won) (203,454 )   (Won) 1,745,341
   


 


 


 


 


 

Total assets

  (Won) 17,950,064     (Won) 7,460,705     (Won) 2,382,708     (Won) 27,793,477     (Won) (3,666,592 )   (Won) 24,126,885
   


 


 


 


 


 

 

34. VALUE ADDED INFORMATION

 

Value added information included in operating expenses for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

   2006

   2007

Salaries

   (Won) 2,146,127    (Won) 2,224,598    (Won) 2,242,295

Share-based payment

     1,072      531      1,239

Severance indemnities

     302,049      240,843      359,473

Employee welfare

     596,151      527,062      528,902

Rent

     245,656      219,825      226,327

Depreciation

     3,293,530      3,228,293      3,225,887

Amortization

     345,461      389,710      430,623

Taxes and dues

     294,921      197,196      195,874
    

  

  

Total

   (Won) 7,224,967    (Won) 7,028,058    (Won) 7,210,620
    

  

  

 

35. EMPLOYEE WELFARE

 

Employee welfare through various plans spent by the Company for the years ended December 31, 2005, 2006 and 2007 totaled (Won)596,151 million, (Won)527,062 million and (Won)528,902 million, respectively.

 

Meanwhile, the Company donates cash to Employee Welfare Foundation each year. The related expenses recognized for the years ended December 31, 2005, 2006 and 2007 amounted to (Won)50,000 million, (Won)64,710 million and (Won)84,500 million, respectively.

 

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Notes to Consolidated Financial Statements—(Continued)

 

36. RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

 

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Korea (“Korean GAAP”), which differ in certain respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant differences are described below. Other differences do not have a significant effect on either consolidated net income or stockholders’ equity.

 

a. Companies Included in Consolidation

 

Under Korean GAAP, all majority-owned subsidiaries and entities of which the Company or a controlled subsidiary owns more than 30% of total outstanding voting stock and is the largest stockholder are consolidated. However, U.S. GAAP generally requires that majority-owned subsidiaries be consolidated and that an entity which the Company has significant influence, generally including those in which it owns 20-50% of total outstanding voting stock, should not be consolidated; rather that entity should be accounted for under the equity method of accounting.

 

The following table shows the Company’s percentage of ownership and carrying value of each of its affiliates that are excluded from consolidation under U.S. GAAP and instead are accounted for under the equity method (in millions of Korean won):

 

     Percentage of ownership (%)

   Carrying value

         2005    

       2006    

       2007    

       2006    

       2007    

Entity

                            

Listed :

                            

KTF

   44.6    N/A    N/A      N/A      N/A

Olivenine

   —      19.7    19.2    (Won) 22,000    (Won) 21,431

KTSC

   36.9    36.9    36.9    (Won) 9,091    (Won) 12,338

Bluecord Technology

   —      —      35.3      —      (Won) 19,526

Unlisted :

                            

KTP

   44.9    44.9    44.9    (Won) 27,664    (Won) 28,848

Sidus FNH

   42.5    N/A    N/A      N/A      N/A

SFNH BF-(1)

   —      43.3    43.3    (Won) 13,032    (Won) 12,978

Doremi Media

   —      —      —        —        —  

 

The quoted market values (based on closing KOSDAQ prices) of KTSC, Olivenine and Bluecord Technology shares held by the Company is (Won)14,424 million, (Won)20,169 million and (Won)22,898 million as of December 31, 2007, respectively.

 

As discussed at Note 36 c, for the year ended December 31, 2005, the Company recognized an other-than-temporary impairment loss under U.S. GAAP amounting to (Won)9,595 million relating to KTSC due to the significant decrease of the quoted market value.

 

The Company acquired additional shares of KTF during the period from February 28, 2006 to September 15, 2006. The Company’s ownership percentage of KTF increased from 44.6% to 50.8% as a result of the series of acquisition. Percentage of ownership exceeded 50% as of August 21, 2006 and accordingly, the Company became the majority stockholder and began to consolidate the financial statements of KTF under U.S. GAAP which were previously accounted for using the equity method until August 20, 2006.

 

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Notes to Consolidated Financial Statements—(Continued)

 

Condensed balance sheet data of KTF as of August 20, 2006 under U.S. GAAP is as follows (in millions of Korean won):

 

Current assets

      

Accounts receivable—trade

   (Won) 1,420,193

Other current assets

     1,477,580
    

Total current assets

     2,897,773

Property and equipment, net

     4,177,784

Other assets

     2,464,479
    

Total assets

   (Won) 9,540,036
    

Current liabilities

      

Accounts payable

   (Won) 1,213,506

Other current liabilities

     830,290
    

Total current liabilities

     2,043,796

Long-term debt, excluding current portion

     1,597,631

Other long-term liabilities

     804,763
    

Total liabilities

     4,446,190
    

Minority interest in consolidated subsidiaries

     4,321
    

Stockholders’ equity

     5,089,525
    

Total liabilities, minority interest and stockholders’ equity

   (Won) 9,540,036
    

 

The acquisition was accounted for as a step acquisition. The purchase price of additional shares was (Won)357,582 million including direct costs of acquisition, and goodwill amounting to (Won)484,599 million was recognized as a result of purchase price allocation. Deferred income tax assets amounting to (Won)416,928 million relating to the basis difference for its investment in KTF while being accounted for under the equity method was derecognized as it is not apparent that the temporary difference will reverse in the foreseeable future and was included in the determination of the total purchase price. Percentage of ownership of KTF is 52.2% as of December 28, 2006 due to the purchase and retirement of treasury stock by KTF. The purchase and retirement of treasury stock is considered a separate step acquisition for which consideration was (Won)164,884 million resulting in additional goodwill of (Won)23,212 million.

 

The following unaudited pro forma financial information presents the combined results of operations of the Company and KTF in accordance with U.S. GAAP as if the acquisition of KTF had occurred at January 1, 2005 and 2006 (in millions of Korean won except per share data).

 

     2005

   2006

Net revenue

   (Won) 17,107,048    (Won) 17,440,435

Net earnings

   (Won) 1,159,746    (Won) 1,323,671

Net earnings per share:

             

Basic (in Korean won)

   (Won) 5,482    (Won) 6,306

Diluted (in Korean won)

   (Won) 5,475    (Won) 6,299

 

KTF purchased and retired 2,979,000 shares of treasury stock on November 13, 2007. Due to this purchase and retirement of treasury stock by KTF, the percentage of ownership of KTF is 53.0% as of December 31, 2007 and the Company recognized additional goodwill accounting to (Won)18,745 million.

 

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Notes to Consolidated Financial Statements—(Continued)

 

KTFT (owned 73.1% by KTF), KTFM (owned 51.0% by KTF), and KTFI (owned 99.0% by KTF), are consolidated by KTF, accordingly these companies were consolidated in the Company’s consolidated financial statements beginning August 21, 2006. In addition, as of August 21, 2006, Sidus FNH, which is owned by KT and KTF by 35.7% and 15.3%, respectively, was consolidated.

 

Presented below is the summarized combined financial information of those entities that are consolidated under Korea GAAP but not for U.S. GAAP, prepared in accordance with Korean GAAP as of December 31, 2006 and 2007, and for each of the three years in the period ended December 31, 2007. As KTF became a consolidated subsidiary as of August 21, 2006, the condensed balance sheet information as of December 31, 2006 does not include the balances of KTF. In addition, the condensed income statement information for 2006 includes operational results of KTF for the period from January 1, 2006 through August 20, 2006 (in millions of Korean won).

 

     2006

   2007

Current assets

   (Won) 179,847    (Won) 169,535

Non-current assets

     150,817      179,439
    

  

Total assets

     330,664      348,974
    

  

Current liabilities

     118,599      115,068

Non-current liabilities

     48,188      33,817
    

  

Total liabilities

     166,787      148,885
    

  

Net assets

   (Won) 163,877    (Won) 200,089
    

  

 

     2005

   2006

   2007

Operating revenues

   (Won) 6,498,916    (Won) 4,335,555    (Won) 210,170

Operating income

   (Won) 823,001    (Won) 556,766    (Won) 214,369

Net earnings

   (Won) 538,029    (Won) 202,879    (Won) 8,294

 

     2005

    2006

    2007

 

Net cash provided by operating activities

   (Won) 2,266,506     (Won) 1,045,235     (Won) 4,487  

Net cash used in investing activities

     (1,362,616 )     (690,269 )     (23,322 )

Net cash used in financing activities

     (644,694 )     (350,278 )     (19,992 )

Effect of changes in consolidated entities

     39,706       (287,591 )     16,536  
    


 


 


Net increase (decrease) in cash and cash equivalents

     298,902       (282,903 )     (22,291 )

Cash and cash equivalents at beginning of the year

     53,427       352,329       69,425  
    


 


 


Cash and cash equivalents at end of the year

   (Won) 352,329     (Won) 69,426     (Won) 47,134  
    


 


 


 

The Company’s proportionate share of U.S. GAAP adjustments of KTF, KTSC, KTFT, KTFM, KTFI, Sidus FNH, KTP and SFNH BF-(1), Olivenine, Bluecord Technology and Doremi Media for periods prior to consolidation are presented in the line item “U.S. GAAP adjustments of equity method affiliates” in the U.S. GAAP reconciliation of net earnings and stockholders' equity for the applicable periods. Condensed consolidated balance sheets as of December 31, 2006 and 2007, and condensed consolidated statements of cash flows of the Company under U.S. GAAP for each of the three years in the period ended December 31, 2007 are presented in Note 36 t.

 

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Notes to Consolidated Financial Statements—(Continued)

 

b. Debt and Equity Securities

 

Under Korean GAAP, non-marketable securities classified as available-for-sale securities are carried at cost or fair value if applicable with unrealized holding gains and losses reported as a capital adjustment, net of tax. For U.S. GAAP purposes, investment in non-marketable equity securities are accounted for under the cost method or the equity method of accounting in accordance with Accounting Principles Board Opinion (“APB”) No. 18.

 

Under Korean GAAP, available-for-sale securities, whose likelihood of being disposed within one year from the balance sheet date is probable, are classified as current. Under U.S. GAAP, when the disposition of available-for-sale securities within one year is reasonably expected, available-for-sale securities are classified as current.

 

For U.S. GAAP purposes, the Company accounts for marketable equity and debt investments under the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115 “Accounting for Certain Investments in Debt and Equity Securities.” SFAS No. 115 requires that marketable equity securities and all debt securities be classified in three categories and accounted for as follows:

 

   

Debt securities that the enterprise has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.

 

   

Debt and equity securities that are bought and held principally for the purpose of selling in the short term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings.

 

   

Debt and equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders' equity until realized.

 

Information under U.S. GAAP with respect to investments under SFAS No. 115 at December 31, 2006 and 2007 is as follows (in millions of Korean won):

 

     2006

     Cost or
amortized cost


   Gross
unrealized
holding gains


   Gross
unrealized
holding losses


   Fair value

Equity securities (available-for-sale)

   (Won) 14,499    (Won) 14,946    (Won) 287    (Won) 29,158

Debt securities (available-for-sale)

     200,563      1,550      —        202,113
    

  

  

  

     (Won) 215,062    (Won) 16,496    (Won) 287    (Won) 231,271
    

  

  

  

 

     2007

     Cost or
amortized cost


   Gross
unrealized
holding gains


   Gross
unrealized
holding losses


   Fair value

Equity securities (available-for-sale)

   (Won) 25,488    (Won) 19,705    (Won) 297    (Won) 44,896

Debt securities (available-for-sale)

     5,156      —        —        5,156
    

  

  

  

     (Won) 30,644    (Won) 19,705    (Won) 297    (Won) 50,052
    

  

  

  

 

The proceeds from sales of available-for-sale securities were (Won)906,395 million in 2005, (Won)690,177 million in 2006 and (Won)1,181,025 million in 2007. The realized gains on those sales were (Won)26,184 million in 2005, (Won)68,293 million in 2006 and (Won)11,428 million in 2007. The average-cost method is used to calculate gains or losses from the sale of available-for-sale securities.

 

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Notes to Consolidated Financial Statements—(Continued)

 

Under Korean GAAP, when the subsequent recoveries of impaired available-for-sale securities and held-to-maturity securities result in an increase of their carrying amount, the recovery gains are reported in current operations up to the previously recognized impairment loss as reversal of loss on impairment of investment securities.

 

Under U.S. GAAP, the subsequent increase in carrying amount of the impaired and written down held-to-maturity securities is not allowed. The subsequent increase in fair value of available-for-sale securities is reported in other comprehensive income.

 

The subsequent recovery of the impaired held-to-maturity securities amounted to (Won)12,493 million in 2006, while the subsequent recoveries of impaired available-for-sale securities amounted to (Won)227 million in 2006 and (Won)76 million in 2007. However, such differences have not been recognized for U.S. GAAP purposes, since the amounts are immaterial.

 

On November 3, 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) SFAS 115-1 and SFAS 124-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” This FSP nullifies certain requirements of Emerging Issue Task Force (EITF) Issue No. 03-1 and supersedes EITF Abstracts, Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.” This FSP carries forward the disclosure requirements included in EITF Issue No. 03-1. The Company has not included the disclosure requirements of EITF Issue No. 03-1 related to investments’ gross unrealized losses and fair value, since the amounts were immaterial. These pronouncements were effective for fiscal years beginning after December 15, 2005.

 

c. Goodwill Impairment including Investor-level Goodwill

 

Under Korean GAAP, goodwill, which represents the excess of the acquisition cost over the fair value of net identifiable assets acquired, is amortized on a straight-line basis over its estimated economic useful life not exceeding 20 years. When it is no longer probable that goodwill will be recovered from expected future economic benefits, it is expensed immediately. Also, for investments in affiliated companies accounted for using the equity method, the excess of acquisition cost of the affiliates over the Company’s share of their net assets at the acquisition date is amortized by the straight-line method over its estimated useful life.

 

Under U.S. GAAP, goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets”, goodwill is tested for impairment on an annual basis by comparing the fair value of the Company’s reporting units to their carrying amounts. The investor-level goodwill is tested for impairment in accordance with APB No. 18. The investor-level goodwill, which is recorded only at the investor’s financial statements, represents the excess of the acquisition cost of equity method investees over the fair value of investor’s share of net identifiable assets acquired.

 

The changes in the carrying amount of goodwill which is recorded in the PCS segment for the years ended December 31, 2006 and 2007 are as follows (in millions of Korean won):

 

Balance as of January 1, 2006

   (Won) —  

Goodwill acquired during the year

     507,811
    

Balance as of December 31, 2006

     507,811

Goodwill acquired during the year

     18,745
    

Balance as of December 31, 2007

   (Won) 526,556
    

 

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Notes to Consolidated Financial Statements—(Continued)

 

d. Equity Method Accounting

 

Under Korean GAAP, a put and call combination contract should be recorded as a right and obligation of the Company to acquire shares in accordance with the terms of the contract. Accordingly, the Company recorded the right and obligation of the option contract as additional equity method investment securities and long-term accounts payable.

 

Under U.S. GAAP, the potential equity ownership that may become available to the Company upon exercise of the option is not recorded prior to exercise, as the Company does not have legal ownership of the underlying shares. However, based on the nature of the Company’s arrangement to potentially acquire additional shares in KDB, the Company has resumed recognition of its share of investee losses, and during 2005, recorded losses incurred from the date that its existing investment was reduced to nil. Therefore, the amount recognized in earnings under U.S. GAAP is the same as that recognized under Korean GAAP, except for the effect of other differences described herein.

 

e. Additional Equity Investments in and Transactions of Subsidiaries

 

Under Korean GAAP, subsequent to acquiring a controlling financial interest in a subsidiary, additional equity investments by the Company in subsidiaries stock and other equity transactions of subsidiaries are accounted for assuming such transactions occur as of the date of audited or reviewed financial statements of the acquired subsidiary closest to the date of acquisition. In addition, the difference between the Company’s cost of the acquired additional interest and the corresponding share of stockholders’ equity of the acquired subsidiary is presented as an adjustment to capital surplus.

 

Under U.S. GAAP, such equity investments in and transactions of affiliates and subsidiaries are recorded and accounted for as of the date the transaction occurs. As a result, the Company has a different basis in its equity investments in the subsidiaries under Korean GAAP as compared to U.S. GAAP. Therefore, any gains or losses recorded by the Company (which are recorded as capital transactions in stockholders’ equity) when an equity investee sells shares of its stock will be different under U.S. GAAP as compared to Korean GAAP. In addition, under U.S. GAAP, the cost of an additional equity interest would be allocated based on the fair value of net tangible and identifiable assets acquired and liabilities assumed, with the excess allocated to goodwill.

 

f. Intangible Assets

 

Under Korean GAAP, prior to January 1, 2003, development costs and organization costs were deferred and amortized over estimated useful lives provided such costs are recoverable from future earnings. Effective January 1, 2003, the Company adopted SKAS No. 3 “Intangible Assets”, which requires organization costs to be expensed as incurred. As allowed by the transition clause of the statement, development costs prior to January 1, 2003 were not applied to the statement. All of these costs are expensed as incurred under U.S. GAAP except for capitalized internal-use software development costs. Therefore, accounting for such costs under Korean GAAP is consistent with U.S. GAAP for periods after adoption of SKAS No. 3. The variance between Korean GAAP and U.S. GAAP due to development costs incurred before January 1, 2003 was fully reconciled by the end of 2005 as the assets became fully amortized under Korean GAAP. Consequently, as of December 31, 2005, there is no reconciling item in stockholders’ equity relating to GAAP difference for intangible assets.

 

However, in 2006 as KTF became a consolidated subsidiary of the Company as of August 21, 2006, KTF held frequency usage rights which were capitalized prior to January 1, 2003 under Korean GAAP. Accordingly, the reconciliation amounts reflected in stockholders’ equity as of December 31, 2006 and 2007 relate to differences in accounting for frequency usage rights held by KTF.

 

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Notes to Consolidated Financial Statements—(Continued)

 

Under Korean GAAP, the frequency usage right related to the second generation (“2G”) paid by the initial stockholders to obtain the operating licenses prior to the establishment of KTM.Com Co., Ltd. ("KTM"), which was merged into KTF in 2001, was not recognized as an intangible asset in applying purchase accounting of KTM by KT in 2000.

 

Under U.S. GAAP, the 2G frequency usage right was considered as indefinite lived intangible assets and thus in the process of purchase accounting of KTM, KT recognized the frequency usage right at fair value. However, on December 31, 2005, the Korea Communication Act (“Act”) was revised effective July 1, 2006. Under the revised Act, the frequency usage right of 2G will expire by June 2011. Thus, KTF amortizes the frequency usage right of 2G over the remaining useful life under U.S. GAAP for the years ended December 31, 2006 and 2007.

 

Identifiable intangible assets determined in accordance with U.S. GAAP as of December 31, 2006 and 2007 are presented below. As KTF became a consolidated subsidiary of KT as of August 21, 2006, the balances as of December 31, 2006 includes intangibles held by KTF and the amortization expense for the year ended December 31, 2006 reflects amortization expense relating to intangibles assets of KTF for the period from August 21, 2006 to December 31, 2006.

 

     2006

     Gross carrying
amount


   Accumulated
amortization


   Net amount

     (In millions of Korean won)

Amortized intangible assets:

                    

Internal-use software

   (Won) 614,181    (Won) 310,862    (Won) 303,319

Frequency usage rights

     1,465,990      324,037      1,141,953

Buildings and facility utilization rights

     127,934      57,718      70,216

Other

     290,913      201,798      89,115
    

  

  

Total

   (Won) 2,499,018    (Won) 894,415    (Won) 1,604,603
    

  

  

 

     2007

     Gross carrying
amount


   Accumulated
amortization


   Net amount

     (In millions of Korean won)

Amortized intangible assets:

                    

Internal-use software

   (Won) 775,845    (Won) 464,290    (Won) 311,554

Frequency usage rights

     1,465,990      460,757      1,005,233

Buildings and facility utilization rights

     126,742      73,437      53,306

Other

     307,372      196,180      111,192
    

  

  

Total

   (Won) 2,675,949    (Won) 1,194,664    (Won) 1,481,285
    

  

  

 

Amortization expense:

      

For the year ended December 31, 2006

   (Won) 182,378 million

For the year ended December 31, 2007

     284,016 million

 

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Notes to Consolidated Financial Statements—(Continued)

 

Estimated amortization expense (in millions of Korean won):

 

Year ending December 31,


    

2008

   (Won) 303,550

2009

     304,888

2010

     194,358

2011

     152,270

2012

     125,784

 

The weighted-average amortization period of total amortized intangible assets, internal-use software, frequency usage rights and utilization rights are 9 years, 6 years, 11 years and 20 years, respectively. The Company has no identifiable intangible assets that are not subject to amortization.

 

g. Depreciation

 

In 1995, KT adopted a method of depreciation, as allowed under Korean GAAP, whereby property and equipment placed in service at any time during the first half of the year received a full year of depreciation expense, and property and equipment placed in service at any time during the second half of the year received one-half year of depreciation. Also, as permitted under Korean GAAP, depreciation of these assets was based on lives which are shorter than their economic useful lives. In 1996, KT adopted the policy, also acceptable under Korean GAAP, whereby property and equipment is depreciated from the actual date it is placed in service, while continuing to use useful lives which are shorter than the economic useful lives of such assets. In 1998, under Korean GAAP, as required under a ruling by the National Tax Service (which is also applicable under Korean GAAP), the Company changed the estimated useful lives of certain assets, including underground access to cable tunnels and concrete and steel telephone poles acquired after 1995, from 6 years to periods ranging from 20 years to 40 years, and changed the depreciation method from the declining-balance method to the straight-line method.

 

In 1999, under Korean GAAP, the Company changed its depreciation method for buildings and structures acquired before December 31, 1994, from the declining-balance method to the straight-line method in order to be consistent with the method applied to buildings and structures acquired after January 1, 1995.

 

Under U.S. GAAP, property and equipment is generally depreciated over its estimated useful life in a systematic and rational manner. In addition, the depreciation method in the year of acquisition based on the Company's in-service dates for its capital additions in 1995 described above, does not comply with U.S. GAAP in that significant depreciation expense is recognized prior to the actual use of the asset. The change in estimated useful lives in 1998, and the changes in 1998 and 1999 from the declining-balance method to the straight-line method would also not be appropriate under U.S. GAAP. Accordingly, adjustments have been reflected for U.S. GAAP purposes for the effect of each of these items.

 

Under U.S. GAAP, property and equipment is generally depreciated by using the declining-balance method except for the assets of certain subsidiaries, buildings and structures acquired in 1995 and thereafter which are depreciated using the straight-line method.

 

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Notes to Consolidated Financial Statements—(Continued)

 

Under U.S. GAAP, the useful lives of property and equipment are summarized as follows:

 

    

Estimated Useful Lives


Buildings and structures

   5–60 years

Underground access to cable tunnels, and concrete and steel telephone poles

   10–40 years

Machinery and equipment

   3–15 years

Vehicles

   3–10 years

Tools, furniture and fixtures:

    

Steel safe boxes

   20 years

Tools, computer equipment, furniture and fixtures

   3–8 years

 

h. Interest Capitalization

 

Under Korean GAAP, prior to January 1, 2003, interest was capitalized on borrowings related to the construction of all property and equipment and IMT-2000 frequency usage right, incurred prior to completing the acquisition, as part of the cost of such assets. Effective January 1, 2003, Korean GAAP was revised to allow a company to charge such interest expense to current operations. For Korean GAAP purpose, the Company adopted in 2003 the accounting policy not to capitalize such financing costs prospectively.

 

Under U.S. GAAP, interest costs related to certain assets that are routinely manufactured or otherwise produced in large quantities on a regular basis are not in the scope of interest capitalization. In addition, interest is capitalized in the amount that would have theoretically been avoided had expenditures not been made for assets which require a period of time to get them ready for their intended use.

 

Under U.S. GAAP, details of interest capitalization for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

   2006

   2007

Total interest costs incurred

   (Won) 417,658    (Won) 379,017    (Won) 458,951

Interest capitalized

     7,339      9,169      13,372
    

  

  

Amounts charged to expense

   (Won) 410,319    (Won) 369,848    (Won) 445,579
    

  

  

 

i. Revenue Recognition

 

Under Korean GAAP, non-refundable service installation fees for telephone and initial subscription fees for broadband internet access and PCS services are recognized as revenue when installation and initiation services are rendered. The related direct incremental acquisition costs are expensed as incurred.

 

Under U.S. GAAP, service installation fees and initial subscription fees related to activation of service are deferred and recognized as revenue over the expected terms of customer relationships. The expected terms of customer relationships for telephone, broadband internet access and leased-line service, and PCS are 15 years, 3 years and 4 years, respectively. The related incremental direct costs related to customer acquisition are deferred and recognized over the period of the customer relationship.

 

Under Korean GAAP, handset subsidy paid by the Company is accounted as expenses. However, under U.S. GAAP, the handset subsidy is treated as reduction of revenue in accordance with EITF Issue No. 01-09 “Accounting for Consideration Given by a Vendor to a Customer”.

 

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Notes to Consolidated Financial Statements—(Continued)

 

j. Income Taxes

 

Under Korean GAAP, effective January 1, 2005, due to the adoption of SKAS No. 16 “Income Taxes”, deferred income taxes are recognized on the temporary difference related to unrealized gains and losses on investment securities that are reported as a separate component of stockholders’ equity. Any adjustments to income tax provision attributable to prior years are included in income tax expense (benefit). Consequently, there is no GAAP difference as of December 31, 2006 and 2007, respectively, in terms of deferred income taxes on unrealized gains and losses on investment securities.

 

Under U.S. GAAP, deferred income taxes are recognized on the temporary difference related to unrealized gains and losses on investment securities that are reported as other comprehensive income. Any adjustments to income tax provision attributable to prior years are included in income tax expense (benefit).

 

Under Korean GAAP, recognition of deferred income tax benefit from equity in losses of affiliates requires realization of the benefit within the near future, which is interpreted to mean within 5 years. The Company does not believe it is probable to realize such benefit within 5 years.

 

Under U.S. GAAP, deferred income tax assets are recognized for an excess of the tax basis over the amount for financial reporting of domestic and foreign investments accounted for on the equity method (except for corporate joint ventures). However, deferred income tax assets related to consolidated subsidiaries are recognized only “if it is apparent that the temporary difference will reverse in the foreseeable future.”

 

Under Korean GAAP, prior to January 1, 2005, all deferred income tax assets and liabilities were recorded as non-current. Effective January 1, 2005, per SKAS No. 16, deferred income tax assets and liabilities shall be classified as current or non-current based on the classification of the related assets or liabilities for financial reporting or the expected reversal date of the temporary difference. As a result of adoption of SKAS No. 16, there is no difference between Korean GAAP and U.S. GAAP as of December 31, 2006 and 2007, respectively.

 

Under Korean GAAP, in accordance with SKAS No. 16, effective from January 1, 2005, the Company did not recognize deferred income tax liabilities of (Won)21,363 million related to equity in gains of affiliates as of December 31, 2006 since it is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

 

Under U.S. GAAP, deferred income tax liabilities are fully recognized for an excess of the amount for financial reporting over the tax basis of an investment in domestic subsidiaries and corporate joint ventures, unless the investment in the subsidiary can be recovered tax-free under local tax laws and management expects that it will ultimately use that means. However, deferred income tax liabilities are not recognized in an investment in a more than 50 percent-owned foreign subsidiary or foreign corporate joint venture that is essentially permanent in duration.

 

In 2006 the Company adopted KAI opinion 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures”. This statement requires recognition of deferred income tax asset or liability based on net of all temporary differences arising from the same subsidiary or investee rather than on an individual basis. With this adoption, income tax expenses and income taxes reflected in other comprehensive income in 2005 decreased by (Won)33,508 million and (Won)6,320 million, respectively. According to the transition rule of the statement, Korean GAAP prior year financial statements have been restated.

 

Under U.S. GAAP, effective January 1, 2007 the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which supplements SFAS No. 109 “Accounting for

 

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Notes to Consolidated Financial Statements—(Continued)

 

Income Taxes” (SFAS No. 109), by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 requires that the tax effect(s) of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the tax position are to be recognized. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle. As a result of the adoption of FIN 48 as of January 1, 2007, the Company recorded a decrease to retained earnings of (Won)58,667 million as a cumulative effect of a change in accounting principle with an increase to the liability amounting to (Won)67,142 million for uncertain tax positions and an increase to the deferred income tax asset amounting to (Won)8,475 million.

 

k. Foreign Currency Transactions

 

Under Korean GAAP, prior to January 1, 2003, all unrealized foreign currency translation gains and losses on monetary assets and liabilities, except for amounts included in the cost of property and equipment, were included in results of operations. Effective January 1, 2003 the Company adopted SKAS No. 7, “Capitalization of Financing Costs”. As allowed by the standard, the Company elected to include all unrealized foreign currency translation gains and losses (including property and equipment) in the results of operations.

 

Under U.S. GAAP, all foreign exchange transaction gains and losses (referred to as translation gains and losses under Korean GAAP) are included in the results of operations for the current period and therefore, the amounts included in property and equipment and related depreciation expense under Korean GAAP are reversed.

 

Under Korean GAAP, the convertible notes denominated in a foreign currency are regarded as non-monetary liabilities since they have equity-like characteristics, and the Company does not recognize the associated foreign currency translation gain and loss.

 

Under U.S. GAAP, the convertible notes denominated in a foreign currency are translated at the rate of exchange on the balance sheet date, and the resulting foreign currency transaction gain and loss is included in the results of operations.

 

l. Convertible Notes

 

Under Korean GAAP, prior to January 1, 2003, the convertible notes entered into between KT and KTF during 2002 were treated as long-term investment securities and were reported at cost. However, effective January 1, 2003, the Company adopted SKAS No. 9, “Convertible Securities”, which requires that convertible notes be categorized as available-for-sale securities and reported at fair value. The Company recognizes interest income on convertible notes as determined using the effective interest method and unrealized holding gain and losses of the difference between fair value and book value as a component of stockholders’ equity. However, since these convertible notes are between the parent and a consolidated subsidiary under Korean GAAP, the convertible notes and related interest income/expense are eliminated in consolidation. All the convertible notes, which were issued by KTF in 2002, were redeemed for cash on their maturity date (November 29, 2005).

 

For U.S. GAAP purposes, convertible notes are considered a hybrid instrument with a conversion option embedded in the debt instrument. In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, the conversion option is bifurcated from the debt instrument and accounted for

 

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Notes to Consolidated Financial Statements—(Continued)

 

separately. The conversion option is recorded at fair value with gains and losses included in earnings. The debt instrument is classified as an available-for-sale debt security and reported at fair value, with unrealized gains and losses reported as a separate component of stockholders’ equity. As mentioned above, the face value of notes of (Won)370,000 million were repaid on November 29, 2005, and the Company does not have any convertible notes as of December 31, 2006 and 2007.

 

m. Minority Interest in Consolidated Subsidiaries

 

Under Korean GAAP, minority interests in consolidated subsidiaries are presented as a component of stockholders’ equity in the consolidated balance sheet.

 

Under U.S. GAAP, minority interests in consolidated subsidiaries are not included in stockholders’ equity; rather, it is presented between liabilities and stockholders’ equity item in the consolidated balance sheet.

 

The differences relating to minority interest in net profit between Korean GAAP and U.S. GAAP consist of reconciliation items affecting non-wholly-owned subsidiaries that are allocable to the minority interest holders.

 

n. Stockholder’s Agreement between KT and DoCoMo

 

Under Korean GAAP, stockholders’ agreement between the Company and DoCoMo is regarded as a contingency which does not require recognition other than disclosure.

 

Under U.S. GAAP, the agreement is regarded as a guarantee provided by the Company to DoCoMo on behalf of KTF and is subject to FIN 45 “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” Upon commencement of the guarantee, the Company evaluated fair value of the guarantee and obtained fair value. However, the fair value of the guarantee was immaterial and the Company did not record the guarantee.

 

o. Other

 

Korean GAAP requires gains and losses from the sale of property and equipment and impairment write-downs to be included as part of non-operating revenues (expenses). Under U.S. GAAP, gains and losses from the sale of property and equipment and impairment write-downs are required to be recorded as a component of operating income.

 

Under Korean GAAP, purchase of treasury stock is regarded as temporary and does not impact the ownership percentages of stockholders unless there is an explicit purpose of retirement of the repurchased shares in accordance with resolution of board of directors or stockholders' meeting. Under U.S. GAAP, purchase of treasury stock results in a change of an entity's ownership structure and ownership percentages of stockholders.

 

p. Comprehensive Income

 

Prior to January 1, 2007, Korean GAAP did not require to present comprehensive income, however, effective January 1, 2007, the Company adopted SKAS No. 21, “Preparation and Presentation of Financial Statements 1”, which requires separate disclosure of the details of comprehensive income. Consequently, there is no GAAP difference as of December 31, 2007, in terms of disclosure of comprehensive income and its components.

 

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Notes to Consolidated Financial Statements—(Continued)

 

Under U.S. GAAP, comprehensive income and its components must be presented in the financial statements. Comprehensive income includes all changes in stockholders’ equity during a period except those resulting from investments by, or distributions to, owners, including certain items not included in the current results of operations.

 

Comprehensive income for the years ended and accumulated other comprehensive income balances as of December 31, 2005, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

     2005

    2006

    2007

Net earnings as adjusted in accordance with U.S. GAAP

   (Won) 1,148,534     (Won) 1,329,343     (Won) 1,068,533

Other comprehensive income, net of tax :

                      

Foreign currency translation adjustments

     (3,508 )     (10,520 )     19,295

Unrealized gains on investments :

                      

Unrealized holding gains, net of tax of (Won)26,509 million, (Won)1,351 million and (Won)1,023 million in 2005, 2006 and 2007, respectively

     69,884       3,562       2,698

Less : reclassification adjustment for gains (losses) realized in net earning due to disposal, net of tax of ((Won)7,021) million, (Won)39 million and (Won)1,004 million in 2005, 2006 and 2007, respectively

     (18,984 )     102       2,648

Unrealized gains on valuation of derivatives, net of tax of (Won)768 million in 2007

     —         —         2,024
    


 


 

Comprehensive income as adjusted in accordance with U.S. GAAP

   (Won) 1,195,926     (Won) 1,322,487     (Won) 1,095,198
    


 


 

Accumulated other comprehensive income (loss) balances:

                      

Foreign currency translation adjustments

   (Won) (6,355 )   (Won) (16,875 )   (Won) 2,420

Unrealized gains on investments

     66,465       70,129       75,475

Unrealized gains on valuation of derivatives

     —         —         2,024
    


 


 

     (Won) 60,110     (Won) 53,254     (Won) 79,919
    


 


 

 

q. Statements of Cash Flows

 

Statements of cash flows under Korean GAAP include the cash flows of KTSC, KTP, SFNH BF-(1), Olivenine, Bluecord Technology and Doremi Media, which are accounted for under the equity method under U.S. GAAP.

 

Under Korean GAAP, cash flows from contributions that are restricted for the purposes of constructing are included in investing activities. For U.S. GAAP purposes, those cash flows are included in financing activities. In addition, under Korean GAAP cash flows from initial consolidation or deconsolidation of subsidiary is presented as a separate line whereas for U.S. GAAP purposes, it is categorized as investing activities net of cash paid or received.

 

r. Significant New Accounting Pronouncements

 

  (i)

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157) which provides a consistent definition of fair value which focuses on exit price and prioritizes, within a measurement of fair value, the use of market-based inputs over entity-specific inputs.

 

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Notes to Consolidated Financial Statements—(Continued)

 

 

SFAS No. 157 requires expanded disclosures about fair value measurements and establishes a three-level hierarchy for fair value measurements based on the transparency of inputs to the valuation of an asset or liability as of the measurement date. The standard also requires that a company use its own nonperformance risk when measuring liabilities carried at fair value, including derivatives. In February 2008, the FASB approved FSP No. 157-2, “Effective Date of FASB Statement No. 157”(FSP No. 157-2), that permits companies to partially defer the effective date of SFAS No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The FSP did not permit companies to defer recognition and disclosure requirements for financial assets and financial liabilities or for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually. SFAS No. 157 is effective for financial assets and financial liabilities and for nonfinancial assets and nonfinancial liabilities that are remeasured at least annually for financial statements issued for fiscal years beginning after November 15, 2007. The provisions of SFAS No. 157 will be applied prospectively. Management intends to defer adoption of SFAS No. 157 for one year for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis and is currently evaluating the effects, if any, that SFAS No. 157 may have on the Company’s financial condition and results of operations.

 

  (ii) In September 2006, the FASB ratified EITF Issue No. 06-1, “Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from the Service Provider” (EITF No. 06-1), which provides guidance regarding whether the consideration given by a service provider to a manufacturer or reseller of specialized equipment should be characterized as a reduction of revenue or as an expense. EITF No. 06-1 is effective for the first annual reporting period beginning after June 15, 2007. Entities are required to recognize the effects of applying this issue as a change in accounting principle through retrospective application to all prior periods unless it is impracticable to do so. Management estimates that upon adoption, this guidance will not have a material effect on the Company’s financial condition and results of operations.

 

  (iii) In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities—including an Amendment of SFAS No. 115” (SFAS No. 159), which permits an entity to measure certain financial assets and financial liabilities at fair value that are not currently required to be measured at fair value. Entities that elect the fair value option will report unrealized gains and losses in earnings at each subsequent reporting date. The fair value option may be elected on an instrument-by-instrument basis, with few exceptions. SFAS No. 159 amends previous guidance to extend the use of the fair value option to available-for-sale and held-to-maturity securities. The Statement also establishes presentation and disclosure requirements to help financial statement users understand the effect of the election. SFAS No. 159 is effective as of the beginning of the first fiscal year beginning after November 15, 2007. Management does not expect the adoption of this standard to have a material impact on the Company’s financial condition and results of operations.

 

  (iv) In June 2007, the FASB ratified EITF Issue No. 07-3, “Accounting for Nonrefundable Payments for Goods or Services to Be Used in Future Research and Development Activities” (EITF 07-3), requiring that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts should be expensed as the related goods are delivered or the related services are performed. The Statement is effective for fiscal years beginning after December 15, 2007. Management estimates that upon adoption, this guidance will not have a material effect on the Company’s financial condition and results of operations.

 

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Notes to Consolidated Financial Statements—(Continued)

 

  (v) In June 2007, the FASB ratified EITF Issue No. 06-11, “Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards” (EITF 06-11), which requires entities to record to additional paid in capital the tax benefits on dividends or dividend equivalents that are charged to retained earnings for certain share-based awards. In a share-based payment arrangement, employees may receive dividends or dividend equivalents on awards of nonvested equity shares, nonvested equity share units during the vesting period, and share options until the exercise date. Generally, the payment of such dividends can be treated as deductible compensation for tax purposes. The amount of tax benefits recognized in additional paid-in capital should be included in the pool of excess tax benefits available to absorb tax deficiencies on share-based payment awards. EITF 06-11 is effective for fiscal years beginning after December 15, 2007. Management estimates that upon adoption, this guidance will not have a material effect on the Company’s financial condition and results of operations.

 

  (vi) In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (SFAS No. 141(R)) which retained the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. SFAS No. 141(R) will require that: (1) for all business combinations, the acquirer records all assets and liabilities of the acquired business, including goodwill, generally at their fair values; (2) certain contingent assets and liabilities acquired be recognized at their fair values on the acquisition date; (3) contingent consideration be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until settled; (4) acquisition-related transaction and restructuring costs be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired; (5) in step acquisitions, previous equity interests in an acquiree held prior to obtaining control be re-measured to their acquisition-date fair values, with any gain or loss recognized in earnings; and (6) when making adjustments to finalize initial accounting, companies revise any previously issued post-acquisition financial information in future financial statements to reflect any adjustments as if they had been recorded on the acquisition date. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of this statement should also apply the provisions of SFAS No. 141(R). This standard will be applied to all future business combinations after December 31, 2008.

 

  (vii) In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51” (SFAS No. 160) which amends ARB 51 to establish new standards that will govern the accounting for and reporting of noncontrolling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Also, SFAS No. 160 requires that: (1) noncontrolling interest, previously referred to as minority interest, be reported as part of equity in the consolidated financial statements; (2) losses be allocated to the noncontrolling interest even when such allocation might result in a deficit balance, reducing the losses attributed to the controlling interest; (3) changes in ownership interests be treated as equity transactions if control is maintained; and, (4) upon a loss of control, any gain or loss on the interest sold be recognized in earnings. SFAS No. 160 is effective on a prospective basis for all fiscal years beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. Management is currently evaluating the effects, if any, that SFAS No. 160 may have on the Company’s financial condition and results of operations.

 

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Notes to Consolidated Financial Statements—(Continued)

 

  (viii) In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities—an Amendment of FASB Statement No. 133” (SFAS No. 161), that expands the disclosure requirements of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133). SFAS No. 161 requires additional disclosures regarding: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133; and (3) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. In addition, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives described in the context of an entity’s risk exposures, quantitative disclosures about the location and fair value of derivative instruments and associated gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.

 

  (ix) In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“SFAS No. 162”) that is intended to improve financial reporting by identifying a consistent framework, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS No. 162 is effective 60 days following the Securities and Exchanges Commission's approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.”

 

  (x) In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts—an interpretation of FASB Statement No. 60” (SFAS No. 163) that clarifies how FASB Statement No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities and also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities and requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted. Management is currently evaluating the effects, if any, that SFAS No. 163 may have on the Company’s financial condition and results of operations.

 

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Notes to Consolidated Financial Statements—(Continued)

 

s. U.S. GAAP Reconciliations

 

The effects of the significant adjustments to net earnings and stockholders' equity for the years ended December 31, 2005, 2006 and 2007 which would be required if U.S. GAAP were to be applied instead of Korean GAAP are summarized as follows (in millions of Korean won except per share data):

 

     Note
reference


   2005

    2006

    2007

 

Net income (attributable to equity holders of the parent) in accordance with Korean GAAP

        (Won) 1,085,450     (Won) 1,291,863     (Won) 1,056,227  

Adjustments:

                             

U.S. GAAP adjustments of equity method affiliates

   37.  a      (22,929 )     1,250       —    

Equity in income of associates:

                             

Reversal of amortization of goodwill

   37.  c      130,113       145,510       180,343  

Impairment loss relating to equity investee

   37.  c      (9,595 )     —         —    

Additional acquisitions of equity investees

   37.  e      (40,678 )     (26,337 )     (15,760 )

Intangible assets

   37.  f      1,934       (4,742 )     (13,652 )

Property and equipment

   37.  g      (63,555 )     (150,885 )     (207,573 )

Interest capitalization (including related depreciation), net

   37.  h      13,283       8,631       5,310  

Capitalized foreign exchange transactions, net

   37.  h      (100 )     2,789       3,433  

Service installation fees

   37.  i      44,215       17,615       (9,236 )

Deferred income tax—methodology difference

   37.  j      20,267       37,590       (22,618 )

Deferred income tax effects of U.S. GAAP adjustments

   37.  j      (33,357 )     1,346       57,363  

Miscellaneous accounts

   37.  j      —         (68 )     13,886  

Foreign currency translation of convertible notes

   37.  k      355       948       —    

Convertible notes of KTF

   37.  l      23,131       —         —    

Minority interest income

   37.  m      —         3,833       20,810  
         


 


 


          (Won) 63,084     (Won) 37,480     (Won) 12,306  
         


 


 


Net earnings as adjusted in accordance with U.S. GAAP

        (Won) 1,148,534     (Won) 1,329,343     (Won) 1,068,533  
         


 


 


 

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Notes to Consolidated Financial Statements—(Continued)

 

The following table sets forth the computation of basic and diluted earnings per share for the years ended December 31, 2005, 2006 and 2007:

 

    2005

    2006

  2007

    Diluted

    Basic

    Diluted

  Basic

  Diluted

  Basic

    (in millions of Korean won except per share data)

CONSOLIDATED

                                       

Earnings from continuing operations

  (Won) 1,153,604     (Won) 1,153,561     (Won) 1,329,034   (Won) 1,328,995   (Won) 994,399   (Won) 994,399

Earnings (loss) from discontinuing operations

    (5,027 )     (5,027 )     348     348     74,134     74,134
   


 


 

 

 

 

Net earnings available

    1,148,577       1,148,534       1,329,382     1,329,343     1,068,533     1,068,533
   


 


 

 

 

 

AVERAGE EQUIVALENT SHARES

                                       

Shares of common stock outstanding

    211,564,794       211,564,794       209,894,649     209,894,649     206,599,294     206,599,294

Dilutive effect of convertible notes

    257,150       —         254,949     —       —       —  
   


 


 

 

 

 

Total average equivalent shares

    211,821,944       211,564,794       210,149,598     209,894,649     206,599,294     206,599,294
   


 


 

 

 

 

PER SHARE AMOUNTS

                                       

Earnings from continuing operations

    5,447       5,452       6,325     6,331     4,814     4,814

Earnings (loss) from discontinuing operations

    (24 )     (24 )     2     2     358     358
   


 


 

 

 

 

Net earnings per share

  (Won) 5,423     (Won) 5,428     (Won) 6,327   (Won) 6,333   (Won) 5,172   (Won) 5,172
   


 


 

 

 

 

 

Basic earnings per share is computed on the basis of the weighted-average number of common stock outstanding. Diluted earnings per share is computed on the basis of the weighted-average number of common stock outstanding plus the effect of outstanding convertible notes using the “if-converted method”. The denominator of the diluted earnings per share computation is adjusted to include the number of additional common stock that would have been outstanding had the dilutive potential common stock been issued at the beginning of the period. In addition, the numerator is adjusted to include the after-tax amount of interest and foreign currency translation gain (loss) recognized associated with the convertible notes. Stock options were not considered when calculating diluted earnings per share because the exercise price of the stock options was greater than the average market price of the shares and, therefore, the effect would have been antidilutive.

 

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Notes to Consolidated Financial Statements—(Continued)

 

     Note
reference

   2006

    2007

 

Stockholders’ equity in accordance with Korean GAAP

        (Won) 10,697,304     (Won) 11,137,766  

Adjustments:

                     

Goodwill impairment

   37.  c      (12,947 )     (12,947 )

Reversal of goodwill amortization

   37.  c      665,962       846,305  

Impairment loss relating to equity investee

   37.  c      (1,462,443 )     (1,462,443 )

Additional acquisitions of equity investees

   37.  e      767,257       766,291  

Different useful life of intangibles

   37.  f      111,631       111,631  

Intangible assets

   37.  f      66,662       53,010  

Accumulated depreciation

   37.  g      (302,448 )     (510,021 )

Interest capitalization, net

   37.  h      62,512       67,822  

Capitalized foreign exchange transactions, net

   37.  h      (7,329 )     (3,896 )

Service installation fees

   37.  i      (472,382 )     (481,618 )

Deferred tax—methodology difference

   37.  j      51,136       28,518  

Deferred tax effects of U.S. GAAP adjustments

   37.  j      169,242       226,605  

Miscellaneous accounts

   37.  j      79       (44,704 )

Minority interest

   37.  m      (2,296,243 )     (2,283,928 )
         


 


            (2,659,311 )     (2,699,375 )
         


 


Stockholders’ equity as adjusted in accordance with U.S. GAAP

        (Won) 8,037,993     (Won) 8,438,391  
         


 


 

t. Condensed Consolidated U.S. GAAP Financial Information

 

Condensed consolidated balance sheets in accordance with U.S. GAAP as of December 31, 2006 and 2007 are presented as follows (in millions of Korean won):

 

     2006

   2007

Current assets

             

Accounts receivable—trade

   (Won) 2,540,682    (Won) 2,510,955

Other current assets

     3,264,309      2,974,231
    

  

Total current assets

     5,804,991      5,485,186

Investments

     340,143      413,012

Property and equipment, net

     14,729,385      14,670,821

Goodwill

     532,592      557,119

Other assets

     2,691,388      2,897,283
    

  

Total assets

   (Won) 24,098,499    (Won) 24,023,421
    

  

Current liabilities

             

Accounts payable—trade

   (Won) 769,137    (Won) 1,009,032

Other current liabilities

     4,702,683      4,144,455
    

  

Total current liabilities

     5,471,820      5,153,487

Long-term debt, excluding current portion

     6,110,171      5,970,098

Other long-term liabilities

     2,295,967      2,310,831
    

  

Total liabilities

     13,877,958      13,434,416
    

  

Minority interest in consolidated subsidiaries

     2,182,548      2,150,614
    

  

Stockholders’ equity

     8,037,993      8,438,391
    

  

Total liabilities, minority interest and stockholders’ equity

   (Won) 24,098,499    (Won) 24,023,421
    

  

 

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Notes to Consolidated Financial Statements—(Continued)

 

Changes in consolidated stockholders’ equity in accordance with U.S. GAAP for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

    2006

    2007

 

Beginning of the year

   (Won) 6,660,032     (Won) 7,345,041     (Won) 8,037,993  

Net earnings

     1,148,534       1,329,343       1,068,533  

Foreign currency translation adjustments

     (3,508 )     (10,520 )     19,295  

Unrealized gains on investments, net of tax

     50,900       3,664       2,698  

Sale (purchase) of treasury stock, net

     122,083       (199,276 )     (195,445 )

Dividends

     (632,277 )     (426,113 )     (416,191 )

Adoption of FIN 48

     —         —         (58,667 )

Changes in consolidated entities

     —         —         (23,990 )

Other, net of tax

     (723 )     (4,146 )     4,165  
    


 


 


End of the year

   (Won) 7,345,041     (Won) 8,037,993     (Won) 8,438,391  
    


 


 


 

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Notes to Consolidated Financial Statements—(Continued)

 

Condensed consolidated statements of cash flows in accordance with U.S. GAAP for the years ended December 31, 2005, 2006 and 2007, respectively, are set out below (in millions of Korean won):

 

     2005

    2006

    2007

 

CASH FLOWS FROM OPERATING ACTIVITIES :

                        

Net income

   (Won) 1,148,534     (Won) 1,329,343     (Won) 1,068,533  

Adjustments to reconcile net earnings to net cash provided by operating activities:

                        

Depreciation and amortization

     2,414,585       2,882,488       3,695,405  

Provision for doubtful accounts

     64,875       47,515       67,263  

Loss on disposal of property and equipment

     38,034       73,539       76,839  

Equity in loss of associates

     (117,939 )     (81,488 )     (145,861 )

Deferred income tax expense (benefit)

     55,238       (15,261 )     (68,417 )

Gain on disposition of available-for-sale securities, net

     (85,328 )     (63,133 )     (10,825 )

Impairment losses of equity method affiliates

     9,595       —         —    

Foreign currency translation gain (loss), net

     (46,809 )     (114,950 )     7,293  

Gain (loss) on settlement and valuation of derivatives, net

     (525 )     92,784       (22,440 )

Minority interest in earnings of consolidated subsidiaries

     6,787       93,874       91,521  

Changes in assets and liabilities related to operating activities:

                        

Notes and accounts receivable

     171,636       250,695       (416,506 )

Inventories

     12,153       68,218       (72,708 )

Advance payments

     (17,953 )     52,575       (20,599 )

Notes and long-term accounts receivable

     (12,122 )     (20,705 )     (9,384 )

Accounts payable

     48,174       (81,279 )     14,740  

Advance receipts

     (21,219 )     (610 )     (30,484 )

Income taxes payable

     (139,881 )     234,888       (150,832 )

Prepaid expenses

     (3,750 )     (5,314 )     (12,678 )

Withholdings

     (5,091 )     (340 )     24,657  

Accrued expenses

     177,643       7,821       66,584  

Refundable deposits for telephone installation

     (128,331 )     (48,557 )     (66,145 )

Payment of severance indemnities

     183,136       158,423       254,671  

Deposits for severance indemnities

     (125,544 )     (150,621 )     (132,427 )

Other, net

     (37,793 )     (42,900 )     51,880  
    


 


 


Net Cash Provided by Operating Activities

     3,588,105       4,667,005       4,260,080  
    


 


 


CASH FLOWS FROM INVESTING ACTIVITIES :

                        

Acquisition of property and equipment

     (2,253,726 )     (2,827,851 )     (3,621,428 )

Disposal of property and equipment

     29,228       54,819       103,471  

Decrease (increase) in short-term financial instruments, net

     809,862       369,902       114,459  

Disposal of available-for-sale securities

     906,395       690,177       1,181,025  

Decrease in equity method investment securities

     52,179       60,785       10,807  

Collection of held-to-maturity securities

     11,675       607       252  

Acquisition of available-for-sale securities

     (224,153 )     (647,051 )     (981,008 )

Acquisition of equity method investment securities

     9,207       (9,482 )     (7,220 )

Acquisition of held-to-maturity securities

     —         (281 )     (5 )

Acquisition of assets and liabilities of consolidated subsidiaries

     —         (109,853 )     (31,928 )

Other, net

     (75,341 )     (13,715 )     (178,630 )
    


 


 


Net Cash Used in Investing Activities

     (734,674 )     (2,431,943 )     (3,410,205 )
    


 


 


 

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Notes to Consolidated Financial Statements—(Continued)

 

     2005

    2006

    2007

 

CASH FLOWS FROM FINANCING ACTIVITIES :

                        

Payment of dividends

     (632,277 )     (426,663 )     (472,774 )

Repayment of short-term borrowings

     (29,232 )     25,485       30,601  

Repayment of long-term borrowings and current portion of long-term debt

     (4,218,763 )     (922,740 )     (1,314,424 )

Increase in long-term borrowings

     1,519,075       235,831       872,085  

Acquisition of treasury stock

     —         (213,664 )     (195,217 )

Inflows (outflows) from capital transactions of consolidated entities

     —         (164,884 )     (150,055 )

Increase in accounts receivable—trade

     —         (200,000 )     —    

Other, net

     (422 )     (3,597 )     (41,383 )
    


 


 


Net Cash Used in Financing Activities

     (3,361,619 )     (1,670,232 )     (1,271,167 )
    


 


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (508,188 )     564,830       (421,292 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR

     1,702,502       1,194,314       1,759,144  
    


 


 


CASH AND CASH EQUIVALENTS AT END OF THE YEAR

   (Won) 1,194,314     (Won) 1,759,144     (Won) 1,337,852  
    


 


 


Supplemental schedule:

                        

Cash paid for interest (net of amounts capitalized)

   (Won) 432,935     (Won) 385,553     (Won) 433,471  

Cash paid for income taxes

   (Won) 450,840     (Won) 322,866     (Won) 486,448  

 

37. ADDITIONAL U.S. GAAP DISCLOSURES

 

a. Income Tax Expense

 

The components of income tax expense for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won):

 

     2005

   2006

    2007

 

Current income tax expense

   (Won) 300,871    (Won) 372,351     (Won) 337,904  

Deferred income tax expense (benefit)

     55,238      (15,261 )     (68,417 )
    

  


 


Income tax expense

   (Won) 356,109    (Won) 357,090     (Won) 269,487  
    

  


 


 

Substantially all income before income taxes and related income tax expense (benefit) are attributable to domestic operations. The provision for income taxes using statutory tax rates differs from the actual provision for the years ended December 31, 2005, 2006 and 2007 for the following reasons (in millions of Korean won):

 

     2005

    2006

    2007

 

Provision for income taxes at statutory tax rates

   (Won) 415,643     (Won) 489,584     (Won) 372,704  

Investment tax credits

     (171,103 )     (147,509 )     (121,159 )

Additional income tax payment (refund) related to prior year

     15,845       (26,449 )     (23,683 )

Non-temporary difference

     95,724       51,341       18,217  

Changes in deferred income tax unrecognized

     —         (9,877 )     10,039  

Others

     —         —         13,369  
    


 


 


Actual provision for income taxes

   (Won) 356,109     (Won) 357,090     (Won) 269,487  
    


 


 


 

The effective tax rates after adjustments of certain differences between amounts reported for financial accounting and income tax purpose, were approximately 23.6%, 20.1% and 18.8% for the years ended December 31, 2005, 2006 and 2007, respectively.

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The tax effects of temporary differences that resulted in significant portions of the deferred income tax assets and liabilities at December 31, 2006 and 2007, computed under U.S. GAAP, and a description of financial statement items that created these differences are as follows (in millions of Korean won):

 

     2006

    2007

 

Deferred income tax assets:

                

Allowance for doubtful accounts

   (Won) 121,672     (Won) 98,470  

Refundable deposits for telephone installation

     15,634       14,850  

Investment securities

     4,139       3,653  

Inventories

     11,818       9,619  

Property and equipment

     46,981       130,553  

Unearned revenue

     131,914       111,144  

Equity method investment securities

     57,389       46,131  

Tax credit carryforwards

     68,285       71,555  

Tax loss carryforwards

     19,289       18,529  

Accrued expenses

     65,657       81,928  

Other

     29,390       98,816  
    


 


Total deferred income tax assets

     572,168       685,248  

Valuation allowance

     8,885       20,558  
    


 


Deferred income tax assets

     563,283       664,690  

Deferred income tax liabilities:

                

Equity method investment securities

     (37,541 )     (58,973 )

Accrued interest income

     (1,474 )     (1,682 )
    


 


Deferred income tax liabilities

     (39,015 )     (60,655 )
    


 


Net deferred income tax assets

   (Won) 524,268     (Won) 604,035  
    


 


 

In 2006 and 2007, valuation allowance were recognized by KTR and TSC, consolidated subsidiaries of KT, respectively, as realization of deferred income tax asset was not assessed as more likely than not mainly due to lack of expected future taxable income.

 

In 2007, the Company was eligible for investment tax credits of (Won)232,615 million. However, due to the minimum tax provisions, the Company utilized only (Won)121,159 million. The remaining tax credit will expire in 2012. During 2007, the Company concluded that the remaining tax credit was more likely than not of realization in the future based on future taxable income estimates. As a result, the Company recorded an income tax benefit of (Won)71,555 million of the tax credit. The tax loss carryforwards of (Won)67,377 million as of December 31, 2007 will expire in 2012. During 2007, certain subsidiaries including TSC did not recognize deferred income tax assets amounting to (Won)10,568 million which resulted from the tax effects of tax loss carryforwards of (Won)38,408 million in excess of taxable differences and future taxable income.

 

In assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible and tax carryforwards are utilizable. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred income tax assets are deductible, management believes that it is more likely than not the Company will realize the benefits of these deductible differences and tax carryforwards.

 

F-109


Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Upon adoption of FIN 48 as of January 1, 2007, the Company recorded a decrease to retained earnings of (Won)58,667 million as a cumulative effect of the liability for uncertain tax positions. At January 1, 2007, the Company had (Won)67,142 million of total gross unrecognized tax benefits, of which (Won)46,386 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At December 31, 2007, the amount of unrecognized tax benefits that would favorably affect the effective income tax rate in future periods was (Won)441 million. These amounts consider the guidance in FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48.” The liability for uncertain tax positions is classified as a non-current liability.

 

A reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows (in millions of Korean won):

 

     Total

 

Balance at January 1, 2007

   (Won) 67,142  

Additions to tax positions recorded during the current year

     3,303  

Additions to tax positions recorded during prior years

     —    

Reductions to tax positions recorded during prior years

     —    

Reductions in tax positions due to lapse of statutory limitations

     —    

Reductions for settlement

     (63,995 )
    


Balance at December 31, 2007

   (Won) 6,450  
    


 

The Company’s practice is to classify interest on uncertain tax positions in interest income (expense) and penalties in non-operating expense. The Company recognized (Won)311 million in penalties in 2007. As of December 31, 2007, the Company had (Won)477 million accrued for the payment of penalties.

 

The Company has open tax years ranging from 2003 to 2007, by which our taxes remain subject to examination. However, the Company does not anticipate that the total amount of unrecognized tax benefits will significantly change in the next 12 months.

 

b. Fair Value of Financial Instruments

 

The following method and assumptions were used to estimate the fair value of each significant class of financial instrument for which it was practicable to estimate such value:

 

(i) Cash and cash equivalents, short-term financial instruments, accounts receivable, available-for-sale securities, accounts payable, short-term borrowings and accrued expense

 

The carrying amount approximates fair value due to the short-term maturity of these instruments.

 

(ii) Investment securities

 

The fair value of equity securities of non-affiliates and debt securities are estimated based on quoted market prices. For those investments for which there were no quoted market prices, a reasonable estimate of fair value could not be made without incurring excessive costs.

 

(iii) Loans to employees

 

The carrying amount of short-term loans approximates fair value due to the short term maturities of these loans. The fair value of long-term loans is estimated based on discounted cash flows using current rates offered for loans of the similar remaining maturities.

 

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Table of Contents

KT CORPORATION AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(iv) Long-term debt

 

The fair value of the long-term debt, including current portion, is estimated based on quoted market prices for the same or similar issues or on the current rates offered for debt of the same remaining maturities.

 

(v) Derivative instruments

 

The fair values of derivative instruments are estimated using available market information and appropriate valuation methodologies.

 

The estimated fair values of the Company’s significant financial instruments at December 31, 2006 and 2007 are summarized as follows (in millions of Korean won):

 

     2006

   2007

     Carrying amount

   Fair value

   Carrying amount

   Fair value

Cash and cash equivalents

   (Won) 1,759,144    (Won) 1,759,144    (Won) 1,337,852    (Won) 1,337,852

Short-term financial instruments

     262,099      262,099      259,504      259,504

Notes and accounts receivable

     2,837,085      2,837,085      3,058,264      3,058,264

Trading securities

     31,358      31,358      46,085      46,085

Available-for-sale securities

                           

• Practicable to estimate fair value

     233,631      233,631      48,928      48,928

• Not practicable

     32,641      N/A      28,546      N/A

Held-to-maturity securities

     341      293      90      78

Derivative instruments—asset

     9,290      9,290      450      450

Loans to employees

     297,805      268,283      163,864      149,305

Accounts payable

     769,137      769,137      1,009,032      1,009,032

Short-term borrowings

     183,794      183,794      199,768      199,768

Accrued expenses

     415,179      415,179      475,931      475,931

Derivative instruments—liability

     169,299      169,299      132,325      132,325

Long-term debt, including current portion

     7,432,994      7,377,474      6,979,913      6,848,696

 

c. Accrued Severance Indemnities

 

The Company expects to pay the following future benefits to its employees upon their normal retirement age (in millions of Korean won):

 

Year ending December 31,


    

2008

   (Won) 4,325

2009

     6,804

2010

     13,272

2011

     16,788

2012

     29,662

2013-2017

     422,274

 

F-111


Table of Contents

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of

KT Freetel Co., Ltd.:

 

We have audited the accompanying consolidated balance sheets of KT Freetel Co., Ltd. (“KT Freetel”) and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2005 and 2006, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2006, all 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 conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, 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 financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2006, and the results of its operations, the changes in its shareholders’ equity and its cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the Republic of Korea.

 

Our audits also comprehended the translation of Korean Won amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such U.S. dollar amounts are presented solely for the convenience of readers of financial statements.

 

Accounting practices generally accepted in the Republic of Korea vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 for which 2005 information was restated to the consolidated financial statements.

 

As discussed in Note 22, the information previously reported under accounting principles generally accepted in the United States of America has been restated.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control-Integrated Framework issued by Committee of Sponsoring Organization of the Treadway Commission and our report dated May 21, 2007 expressed an unqualified opinion thereon.

 

/s/ Deloitte Anjin LLC

Seoul, Korea

 

May 21, 2007

 

A-1


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

As of December 31, 2005 and 2006

 

     Korean Won

   Translation into
U.S. Dollars
(Note 2)

     2005

   2006

   2006

     (In millions)    (In thousands)
ASSETS              

CURRENT ASSETS:

                    

Cash and cash equivalents

   (Won) 307,600    (Won) 590,712    $ 635,174

Short-term financial instruments

     430,000      90,500      97,312

Short-term investment securities (Note 6)

     248,040      202,544      217,789

Trade accounts and notes receivable, net of allowance for doubtful accounts of (Won)148,756 million in 2005 and (Won)214,650 million in 2006, and net of discount on present value of (Won)4,088 million in 2005 and (Won)4,154 million in 2006 (Notes 2, 4 and 19)

     1,070,748      1,216,244      1,307,790

Accounts receivable-other, net of allowance for doubtful accounts of (Won)9,576 million in 2005 and (Won)9,820 million in 2006 (Notes 2 and 19)

     106,610      76,659      82,429

Prepaid expenses

     12,726      14,218      15,288

Inventories, net of allowance for valuation loss of (Won)13,187 million in 2005 and (Won)16,645 million in 2006 (Note 2)

     221,821      130,163      139,961

Short-term loans (Note 5)

     8,277      10,408      11,192

Current portion of deferred income tax assets (Note 17)

     99,576      107,956      116,082

Other current assets

     24,426      23,393      25,153
    

  

  

Total Current Assets

     2,529,824      2,462,797      2,648,170
    

  

  

NON-CURRENT ASSETS:

                    

Long-term financial instruments (Note 3)

     20      20      21

Long-term investment securities (Note 7)

     129,110      29,882      32,131

Investment securities using the equity method (Note 8)

     47,108      57,205      61,510

Long—term trade accounts and notes receivable, net of discount on present value of (Won)4,565 million in 2005 and (Won)4,686 million in 2006 (Note 2)

     55,958      53,801      57,850

Long-term loans (Note 5)

     27,652      15,066      16,200

Guarantee deposits

     224,491      214,313      230,444

Deferred income tax assets (Note 17)

     64,355      42,553      45,756

Property and equipment, net (Notes 9 and 21)

     4,109,193      4,236,328      4,555,191

Intangibles (Note 10)

     1,062,677      967,712      1,040,550

Other non-current assets

     16,448      39,991      43,002
    

  

  

Total Non-Current Assets

     5,737,012      5,656,871      6,082,655
    

  

  

Total Assets

   (Won) 8,266,836    (Won) 8,119,668    $ 8,730,825
    

  

  

 

(Continued)

 

A-2


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Balance Sheets (Continued)

 

As of December 31, 2005 and 2006

 

    Korean Won

    Translation into
U.S. Dollars
(Note 2)

 
    2005

    2006

    2006

 
    (In millions)     (In thousands)  

LIABILITIES AND SHAREHOLDERS’ EQUITY

                       

CURRENT LIABILITIES:

                       

Short-term borrowings (Note 11)

  (Won) 49,294     (Won) 60,038     $ 64,557  

Trade accounts and notes payable (Note 19)

    246,153       229,066       246,307  

Current portion of long-term debt (Note 11)

    —         10,000       10,752  

Current portion of debentures, net of discount on debentures of (Won)418 million in 2005 and (Won)236 million in 2006 (Note 12)

    339,862       499,764       537,381  

Accounts payable-other (Note 19)

    740,130       845,134       908,746  

Accrued expenses

    142,092       128,064       137,703  

Withholdings

    102,095       102,202       109,895  

Income tax payable

    94,041       43,944       47,252  

Current portion of long-term account payable-other, net of present value of (Won)884 million in 2006 (Note 14)

    —         89,116       95,823  

Current portion of reserve for liabilities (Note 15)

    11,931       10,305       11,080  

Other current liabilities

    36,909       30,456       32,748  
   


 


 


Total Current Liabilities

    1,762,507       2,048,089       2,202,244  
   


 


 


LONG-TERM LIABILITIES:

                       

Long-term debt (Note11)

    10,000       20,000       21,505  

Debentures, net of discount on debentures of (Won) 3,305 million in 2005 and (Won)1,841 million in 2006 (Note 12)

    1,676,695       1,178,159       1,266,838  

Long-term accounts payable-other, net of present value of (Won)90,460 million in 2005 and (Won)66,123 million in 2006 (Note 14)

    559,540       493,877       531,051  

Accrued severance indemnities, net (Note 2)

    41,465       44,365       47,704  

Reserve for liabilities (Note 15)

    9,800       9,465       10,177  

Other long-term liabilities

    107       5,562       5,980  
   


 


 


Total Long-term Liabilities

    2,297,607       1,751,428       1,883,255  
   


 


 


Total Liabilities

    4,060,114       3,799,517       4,085,499  
   


 


 


SHAREHOLDERS’ EQUITY:

                       

Common stock (Note 16)

    1,044,181       1,044,181       1,122,776  

Capital surplus (Note 16)

    1,730,948       1,726,645       1,856,608  

Retained earnings

    1,419,222       1,527,847       1,642,846  

Capital adjustments:

                       

Treasury stock (Note 16)

    (2,076 )     (2,077 )     (2,233 )

Loss on disposal of treasury stock

    (17,457 )     —         —    

Equity in capital adjustment of affiliates, net (Note 8)

    (14 )     29       31  

Gain on valuation of available-for-sale securities (Notes 6 and 7)

    6,258       7,231       7,776  

Stock compensation (Note 16)

    4,962       5,265       5,662  

Foreign-based operation’s translation adjustment

    (89 )     (65 )     (70 )
   


 


 


Total Capital adjustments

    (8,416 )     10,383       11,166  
   


 


 


Minority interests

    20,787       11,095       11,930  
   


 


 


Total Shareholders’ Equity

    4,206,722       4,320,151       4,645,326  
   


 


 


Total Liabilities and Shareholders’ Equity

  (Won) 8,266,836     (Won) 8,119,668     $ 8,730,825  
   


 


 


 

See accompanying notes to consolidated financial statements.

 

A-3


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Income

 

For the Years Ended December 31, 2004, 2005 and 2006

 

    Korean Won

    Translation into
U.S. Dollars (Note 2)

 
    2004

    2005

    2006

    2006

 
    (In millions, except per share amounts)     (In thousands,
except per share amounts)
 

OPERATING REVENUE (Notes 18, 19 and 21)

  (Won) 5,942,892     (Won) 6,120,489     (Won) 6,607,341     $ 7,104,668  

OPERATING EXPENSES (Notes 18 and 19)

    5,402,745       5,292,745       5,924,681       6,370,624  
   


 


 


 


OPERATING INCOME

    540,147       827,744       682,660       734,044  
   


 


 


 


OTHER INCOME (EXPENSES), NET:

                               

Interest income

    12,832       9,406       26,213       28,186  

Rental income

    10,560       9,260       —         —    

Gain on foreign currency transactions, net

    8,409       9,455       6,001       6,452  

Gain on foreign currency translation, net

    18,857       7,821       1,824       1,961  

Interest expense

    (222,688 )     (186,701 )     (145,244 )     (156,177 )

Loss on disposal of trade accounts and notes receivable (Note 4)

    (12,186 )     (12,511 )     (12,281 )     (13,206 )

Equity in earnings (losses) of affiliates, net
(Note 8)

    (1,042 )     146       (2,505 )     (2,694 )

Gain on disposal of short-term investment securities, net

    423       8,713       22,850       24,569  

Gain (loss) on disposal of long-term investment securities, net

    (3,541 )     386       139       150  

Loss on disposal of property and equipment, net

    (14,053 )     (58,502 )     (42,044 )     (45,209 )

Impairment loss on investment securities (Note 7)

    (45,856 )     (25,131 )     (586 )     (630 )

Loss on valuation of currency options

    (1,349 )     (2,340 )     —         —    

Loss on valuation of currency swap (Note 13)

    —         —         (216 )     (232 )

Loss on transaction of currency options

    —         (9,292 )     (1,415 )     (1,521 )

Impairment loss on intangibles (Note 10)

    —         (3,762 )     (9,047 )     (9,727 )

Loss on cancellation of a lease

    —         —         (22,695 )     (24,403 )

Other, net

    25,075       30,105       12,173       13,090  
   


 


 


 


      (224,559 )     (222,947 )     (166,833 )     (179,391 )
   


 


 


 


ORDINARY INCOME

    315,588       604,797       515,827       554,653  

INCOME TAX EXPENSE (Note 17)

    (25,566 )     (56,510 )     (103,019 )     (110,773 )

MINORITY INTERESTS IN NET INCOME OF CONSOLIDATED SUBSIDIARIES

    (2,159 )     (990 )     (807 )     (868 )
   


 


 


 


NET INCOME

  (Won) 287,863     (Won) 547,297     (Won) 412,001     $ 443,012  
   


 


 


 


EARNINGS PER SHARE (Note 2)

  (Won) 1,566     (Won) 3,013     (Won) 2,049     $ 2.203  
   


 


 


 


DILUTED EARNINGS PER SHARE (Note 2)

  (Won) 1,535     (Won) 3,013     (Won) 2,049     $ 2.203  
   


 


 


 


 

See accompanying notes to consolidated financial statements.

 

A-4


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Shareholders’ Equity

 

For the Years Ended December 31, 2004, 2005 and 2006

 

    Korean Won (In millions)

 
    Common
stock

  Capital
surplus

    Retained
earnings

    Capital
adjustments

    Minority
interests

  Total

 

Balance at January 1, 2004

  (Won) 955,702   (Won) 1,327,625     (Won) 945,501     (Won) (89,090 )   (Won) 3,300   (Won) 3,143,038  

Net income for 2004

    —       —         287,863       —         —       287,863  

Effect of changes in consolidated subsidiaries

    —       (953 )     (2,266 )     —         2,582     (637 )

Retirement of treasury stock

    —       —         (149,853 )     149,853       —       —    

Dividends

    —       —         (94,137 )     —         —       (94,137 )

Loss on disposal of treasury stock

    —       —         (1,535 )     1,535       —       —    

Purchase of treasury stock

    —       —         —         (146,064 )     —       (146,064 )

Compensation expense resulting from stock options

    —       —         —         2,409       —       2,409  

Equity in capital surplus of affiliates

    —       (2,136 )     —         —         —       (2,136 )

Loss on valuation of available-for- sale securities

    —       —         —         (2,346 )     —       (2,346 )

Effect of changes in minority interests

    —       —         —         —         2,159     2,159  
   

 


 


 


 

 


Balance at December 31, 2004

  (Won) 955,702   (Won) 1,324,536     (Won) 985,573     (Won) (83,703 )   (Won) 8,041   (Won) 3,190,149  
   

 


 


 


 

 


Net income for 2005

    —       —         547,297       —         —       547,297  

Paid-in capital increase

    88,479     405,832       —         —         —       494,311  

Effect of changes in consolidated subsidiaries

    —       580       158       (65 )     11,739     12,412  

Retirement of treasury stock

    —       —         (13,366 )     13,366       —       —    

Dividends

    —       —         (99,715 )     —         —       (99,715 )

Loss on disposal of treasury stock

    —       —         —         (17,457 )     —       (17,457 )

Purchase of treasury stock

    —       —         —         (13,368 )     —       (13,368 )

Disposal of treasury stock

    —       —         —         91,724       —       91,724  

Compensation expense resulting from stock options

    —       —         —         (103 )     —       (103 )

Equity in capital adjustment of affiliates

    —       —         —         (14 )     —       (14 )

Gain on valuation of available-for- sale securities

    —       —         —         1,204       17     1,221  

Effect of changes in minority interests

    —       —         —         —         990     990  

Others

    —       —         (725 )     —         —       (725 )
   

 


 


 


 

 


Balance at December 31, 2005

  (Won) 1,044,181   (Won) 1,730,948     (Won) 1,419,222     (Won) (8,416 )   (Won) 20,787   (Won) 4,206,722  
   

 


 


 


 

 


 

(Continued)

 

A-5


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Shareholders’ Equity (Continued)

 

For the Years Ended December 31, 2004, 2005 and 2006

 

    Korean Won (In millions)

 
    Common
stock

  Capital
surplus

    Retained
earnings

    Capital
adjustments

    Minority
interests

    Total

 

Adjustments increased paid-in capital expenses

  (Won) —     (Won) (3,171 )   (Won) —       (Won) —       (Won) —       (Won) (3,171 )

Net income for 2006

    —       —         412,001       —         —         412,001  

Effect of changes in consolidated subsidiaries

    —       (1,132 )     —         —         (10,565 )     (11,697 )

Retirement of treasury stock

    —       —         (164,884 )     164,884       —         —    

Dividends

    —       —         (120,688 )     —         —         (120,688 )

Appropriation of loss on disposal of treasury stock

    —       —         (17,457 )     17,457       —         —    

Purchase of treasury stock

    —       —         —         (164,885 )     —         (164,885 )

Compensation expense resulting from stock options

    —       —         —         304       —         304  

Equity in capital adjustment of affiliates

    —       —         —         43       —         43  

Gain on valuation of available-for- sale securities

    —       —         —         973       —         973  

Effect of changes in minority interests

    —       —         —         —         807       807  

Others

    —       —         (347 )     23       66       (258 )
   

 


 


 


 


 


Balance at December 31, 2006

  (Won) 1,044,181   (Won) 1,726,645     (Won) 1,527,847     (Won) 10,383     (Won) 11,095     (Won) 4,320,151  
   

 


 


 


 


 


Translation into U.S. Dollars (In thousands) (Note 2)

  $ 1,122,776   $ 1,856,608     $ 1,642,846     $ 11,166     $ 11,930     $ 4,645,326  
   

 


 


 


 


 


 

See accompanying notes to consolidated financial statements.

 

A-6


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

For the Years Ended December 31, 2004, 2005 and 2006

 

    Korean Won

    Translation into
U.S. Dollars (Note 2)

 
    2004

    2005

    2006

    2006

 
    (In millions)     (In thousands)  

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  (Won) 287,863     (Won) 547,297     (Won) 412,001     $ 443,012  

Addition of expenses not involving cash outflows:

                               

Loss on disposal of property and equipment, net

    14,053       58,502       42,044       45,209  

Depreciation

    997,110       1,044,506       1,043,289       1,121,816  

Amortization of intangibles

    110,692       119,484       127,646       137,254  

Long-term accrued interest

    7,643       —         —         —    

Amortization of discounts on debentures

    12,789       5,385       1,647       1,770  

Amortization of discounts on long-term accounts payable-other

    20,015       21,334       23,452       25,218  

Provision for severance indemnities

    12,670       15,085       15,035       16,166  

Loss on disposal of trade accounts and notes receivable

    12,186       12,511       12,281       13,206  

Loss on disposal of long-term investment securities, net

    3,541       —         —         —    

Salaries and wages

    —         5,160       —         —    

Stock compensation

    2,409       —         304       327  

Impairment loss on investment securities

    45,856       25,131       586       630  

Equity in losses of affiliates, net

    1,042       —         2,505       2,694  

Bad debt expense

    25,485       54,375       89,240       95,957  

Loss on valuation of currency options

    1,349       2,340       —         —    

Loss on valuation of currency swap

    —         —         216       232  

Loss on transaction of currency options

    —         9,292       1,415       1,521  

Minority interest in net income of consolidated subsidiaries

    2,159       990       807       868  

Impairment loss on intangibles

    —         3,762       9,047       9,728  

Loss on valuation of inventories

    —         —         24,231       26,055  

Other

    5,172       6,668       10,021       10,775  
   


 


 


 


      1,274,171       1,384,525       1,403,766       1,509,426  
   


 


 


 


Deduction of revenues not involving cash inflows:

                               

Gain on foreign currency translation, net

    (19,023 )     (7,821 )     (1,824 )     (1,957 )

Gain on disposal of short-term investment securities, net

    (423 )     (8,713 )     (22,850 )     (24,569 )

Interest income (present value)

    —         (2,828 )     —         —    

Gain on disposal of long-term investment securities, net

    —         (386 )     (139 )     (150 )

Equity in earnings of affiliates, net

    —         (146 )     —         —    

Cancellation of stock options

    —         (103 )     —         —    

Other

    (2,974 )     (1,192 )     (16,115 )     (17,329 )
   


 


 


 


      (22,420 )     (21,189 )     (40,928 )     (44,005 )
   


 


 


 


Changes in assets and liabilities resulting from operations:

                               

Decrease (Increase) in trade accounts and notes receivable

    (388,636 )     62,652       137,665       148,027  

Decrease (Increase) in accounts receivable-other

    (19,815 )     (14,395 )     27,640       29,720  

Decrease (Increase) in prepaid expenses

    9,123       (1,405 )     (1,489 )     (1,601 )

Decrease (Increase) in inventories

    (68,182 )     35,935       67,427       72,502  

Decrease (Increase) in long-term trade accounts and receivables

    (83,046 )     28,858       2,158       2,320  

 

(Continued)

 

A-7


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

For the Years Ended December 31, 2004, 2005 and 2006

 

    Korean Won

    Translation into
U.S. Dollars (Note 2)

 
    2004

    2005

    2006

    2006

 
    (In millions)     (In thousands)  

Decrease (Increase) in deferred income tax assets

  (Won) (18,378 )   (Won) (52,584 )   (Won) 13,094     $ 14,079  

Decrease (Increase) in other current assets

    (18,686 )     6,042       553       595  

Payment of severance indemnities

    (8,219 )     (11,332 )     (12,198 )     (13,116 )

Decrease in trade accounts and notes payable

    (32,619 )     (6,049 )     (101,239 )     (108,860 )

Increase (Decrease) in accounts payable-other

    (82,732 )     216,205       117,548       126,396  

Increase (Decrease) in accrued expenses

    32,439       (5,578 )     (14,289 )     (15,365 )

Increase (Decrease) in withholdings

    49,549       (22,573 )     89       96  

Increase (Decrease) in income tax payable

    (8,883 )     67,772       (50,098 )     (53,869 )

Increase (Decrease) in reserve for liabilities

    6,899       (2,743 )     (8,960 )     (9,636 )

Increase (Decrease) in other current liabilities

    11,764       7,318       (8,089 )     (8,698 )

Decrease in other long-term liabilities

    (194 )     135       (922 )     (992 )
   


 


 


 


      (619,616 )     308,258       168,890       181,598  
   


 


 


 


Net cash provided by operating activities

    919,998       2,218,891       1,943,729       2,090,031  
   


 


 


 


CASH FLOWS FROM INVESTING ACTIVITIES:

                               

Cash inflows from investing activities

                               

Withdrawal of short-term financial instruments

    —         371,300       2,185,000       2,349,462  

Proceeds from sale of short-term investment securities

    100,437       119,173       1,734,497       1,865,051  

Collection of short-term loans

    22,844       24,332       19,287       20,738  

Proceeds from sale of long-term investment securities

    19,147       1,151       1,195       1,285  

Withdrawal of guarantee deposits

    60,530       41,001       33,592       36,121  

Proceeds from disposal of property and equipment

    2,927       127,694       16,016       17,222  

Proceeds from disposal of intangibles

    236       464       249       268  

Other

    27       2,834       804       864  
   


 


 


 


      206,148       687,949       3,990,640       4,291,011  
   


 


 


 


Cash outflow from investing activities

                               

Purchase of short-term financial instruments

    (520 )     (801,300 )     (1,845,500 )     (1,984,408 )

Purchase of short-term investment securities

    (100,000 )     (350,049 )     (1,669,051 )     (1,794,678 )

Purchase of long-term investment securities

    (7,943 )     (2,237 )     (1,521 )     (1,635 )

Purchase of investment securities using equity method

    —         (16,590 )     (7,000 )     (7,527 )

Payment of guarantee deposits

    (32,763 )     (56,110 )     (23,273 )     (25,025 )

Acquisition of property and equipment

    (955,119 )     (729,456 )     (1,232,481 )     (1,325,249 )

Increase in intangibles

    (23,318 )     (28,974 )     (37,475 )     (40,295 )

Lending of long-term loans

    (22,156 )     (13,527 )     (9,556 )     (10,276 )

Other

    (781 )     (13,742 )     (26,166 )     (28,136 )
   


 


 


 


      (1,142,600 )     (2,011,985 )     (4,852,023 )     (5,217,229 )
   


 


 


 


Net cash used in investing activities

    (936,452 )     (1,324,036 )     (861,383 )     (926,218 )
   


 


 


 


 

(Continued)

 

A-8


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

For the Years Ended December 31, 2004, 2005 and 2006

 

     Korean Won

    Translation into
U.S. Dollars (Note 2)

 
     2004

    2005

    2006

    2006

 
     (In millions)     (In thousands)  

CASH FLOWS FROM FINANCING ACTIVITIES:

                                

Cash inflows from financing activities

                                

Paid-in capital increase

   (Won) —       (Won) 514,811     (Won) —       $ —    

Proceeds from short-term borrowings

     5,775,000       230,787       46,951       50,485  

Proceeds from issuance of debentures

     1,275,396       199,297       —         —    

Proceeds from long-term debt

     —         10,000       20,000       21,505  

Disposal of treasury stock

     —         69,108       —         —    

Other

     13,361       5,936       5,457       5,866  
    


 


 


 


       7,063,757       1,029,939       72,408       77,856  
    


 


 


 


Cash outflows from financing activities

                                

Taking over trade accounts and notes receivable

     —         —         (200,000 )     (215,054 )

Repayment of short-term borrowings

     (5,741,052 )     (500,000 )     (27,398 )     (29,461 )

Repayment of current portion of debentures

     (1,055,529 )     (1,035,653 )     (340,280 )     (365,892 )

Acquisition of treasury stock

     (146,064 )     (13,368 )     (164,885 )     (177,295 )

Dividends

     (94,137 )     (99,715 )     (120,688 )     (129,772 )

Other

     (4 )     —         (3,170 )     (3,409 )
    


 


 


 


       (7,036,786 )     (1,648,736 )     (856,421 )     (920,883 )
    


 


 


 


Net cash provided by (used in) financing activities

     26,971       (618,797 )     (784,013 )     (843,027 )
    


 


 


 


NET INCREASE IN CASH AND CASH EQUIVALENTS

     10,517       276,058       298,333       320,786  
    


 


 


 


INCREASE (DECREASE) FROM CHANGES IN CONSOLIDATED SUBSIDIARIES

     —         601       (15,221 )     (16,365 )
    


 


 


 


CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

     20,424       30,941       307,600       330,753  
    


 


 


 


CASH AND CASH EQUIVALENTS, END OF YEAR

   (Won) 30,941     (Won) 307,600     (Won) 590,712     $ 635,174  
    


 


 


 


 

See accompanying notes to consolidated financial statements.

 

A-9


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows (Continued)

 

For the Years Ended December 31, 2004, 2005 and 2006

 

Supplemental Disclosures of Cash Flow Information

 

     Korean Won

   Translation into
U.S. Dollars (Note 2)

     2004

    2005

   2006

   2006

     (In millions)    (In thousands)

TRANSACTIONS NOT INVOLVING CASH:

                            

Transfer of trade accounts and notes receivable to long-term investment securities

   (Won) 30,831     (Won) 25,224    (Won) —      $ —  

Transfer of long-term investment securities to investment securities using the equity method

     —         38,659      —        —  

Transfer of long-term loans to short-term loans

     34,534       12,414      21,418      23,030

Transfer of property and equipment to accounts receivable-other

     12,030       —        —        —  

Transfer of long-term debt to current portion

     —         —        10,000      10,753

Transfer of debentures to current portion

     1,014,556       339,862      499,764      537,381

Transfer of long-term obligation under capital lease to current portion

     15,732       —        —        —  

Transfer of reserve for liability to current portion of reserve for liability

     —         9,096      6,800      7,312

Retirement of treasury stock

     149,853       13,366      164,884      177,295

Recognition of gain(loss) on valuation of investment securities as capital adjustments

     (2,346 )     6,091      6,674      7,176

Transfer of long-term account payable-other to current portion

     —         —        90,000      96,774

 

See accompanying notes to consolidated financial statements.

 

A-10


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements

 

For the Years Ended December 31, 2004, 2005 and 2006

 

1. GENERAL:

 

(1) KT Freetel Co., Ltd.

 

KT Freetel Co., Ltd. (“KT Freetel”) was incorporated on January 3, 1997, under the Commercial Code of the Republic of Korea, and listed on the Korean Securities Dealers Association Automated Quotation System (the “KOSDAQ”) in December 1999. On April 19, 2004, KT Freetel transferred its listing from the KOSDAQ to the Korea Stock Exchange. KT Freetel is currently engaged in providing personal communications service (“PCS”), value added services, and sale and lease of personal communication devices in Korea. KT Corporation is the parent company. As of December 31, 2006, KT Corporation consolidates KT Freetel as KT Corporation acquired additional 12,489,850 shares (representing 7.64 percent of the total outstanding shares) through the year then ended.

 

As of December 31, 2006, the shareholders of KT Freetel are as follows:

 

     Number of shares

   Percentage of
ownership (%)

KT Corporation

   102,129,938    52.19

NTT DoCoMo Inc

   20,176,309    10.31

Qualcomm Incorporated

   4,416,350    2.26

Microsoft Corp.

   2,030,000    1.04

Others

   66,948,494    34.20
    
  
     195,701,091    100.00
    
  

 

(2) Consolidated Subsidiary

 

The consolidated financial statements include the accounts of KT Freetel and its controlled subsidiaries, except that company whose total assets as of December 31 of the prior year are less than (Won)7,000 million are excluded from consolidation. Generally, control is deemed to exist when the investor has more than 50 percent of the total outstanding voting stock or when the investor is the largest shareholder and owns more than 30 percent of the total outstanding voting stock.

 

The consolidated financial statements include the accounts of KT Freetel and the controlled subsidiaries listed below (collectively referred to as the “Company”), of which KT Freetel owns a majority of the issued shares. All inter-company accounts and transactions have been eliminated in consolidation.

 

Subsidiary


   Year control
was obtained


   Ownership
percentage (%)

    
      2004

   2005

   2006

  

Primary business


KTF Technologies Co., Ltd.

(“KTF Technologies”)

   2002    70.75    73.05    74.94    Developing and manufacturing of PCS handsets

PT KTF Indonesia.

(“KTF Indonesia”)

   2004    99.00    99.00    99.00    Providing PCS

KTFMhows Co., Ltd.

(“KTFMhows”)

   2004    51.00    51.00    51.00    Mobile advertisement

 

On November 30, 2002, KT Freetel exercised the conversion right of convertible bonds at (Won)5,000 per share to acquire an additional 400,000 shares of common stock of KTF Technologies. The acquisition of KTF

 

A-11


Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Technologies was recorded in accordance with the purchase method of accounting. As a result of this acquisition, KT Freetel recorded (Won)3,258 million of negative goodwill for the fair value of KTF Technologies’ net assets in excess of the acquisition cost. Negative goodwill is recognized as income on a systematic basis over the remaining weighted average useful life (5 years) of the identifiable acquired depreciable or amortizable assets.

 

On June 17, 2004, September 30, 2005 and March 23, 2006, KT Freetel acquired KTF Technologies’ minority interests, which represent the subsidiary’s outstanding common stocks of 13.35 percent, 2.30 percent and 1.88 percent, respectively. As a result of these acquisitions, KT Freetel recorded the excess of the acquisition cost over the book value of KTF Technologies’ net assets to capital surplus of (Won)953 million in 2004 and the excess of the book value of KTF Technologies’ net assets over the acquisition costs to capital surplus of (Won)580 million in 2005 and the excess of the acquisition cost over the book value of KTF Technologies’ net assets to capital surplus of (Won)1,132 million in 2006.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

 

Basis of Financial Statement Presentation

 

The Company maintains its official accounting records in Korean won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these financial statements are intended for use by those who are informed about Korean accounting principles and practices. The accompanying financial statements have been restructured and translated into English (with certain expanded descriptions) from the Korean language financial statements for the convenience of the readers of financial statements.

 

The accompanying consolidated financial statements are stated in Korean Won, the currency of the country in which the Company is incorporated and operates. The convenience translation of Korean Won amounts into U.S. dollar amounts is included solely for the convenience of readers outside of the republic of Korea and has been made at the noon buying rate of (Won)930.00 to US$1.00 at December 31, 2006 in the City of New York for cable transfers in won as certified for customs purposes by the Federal Reserve Bank of New York. Such translations should not be construed as representations that the Korean Won amounts could be converted at that or any other rate.

 

Significant accounting policies followed by the Company in preparing the accompanying consolidated financial statements are summarized as follows:

 

Adoption of Newly Effective Statements of Korea Accounting Standards

 

The Company prepared its financial statements in accordance with the revised Statements of Korea Accounting Standards (“SKAS”), which are effective from January 1, 2006. The revised accounting standards include SKAS No.18—“Interest in Joint Ventures”, No.19—“Lease”, and No.20—“Related Party Disclosures”. However, adoption of the revised accounting standards did not have a material effect on the Company’s net income or net assets.

 

Use of Estimates

 

The preparation of financial statements in accordance with Korean GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates and may affect amounts reported in future periods. Management believes that the estimates are reasonable.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Revenue Recognition

 

The Company’s revenues are principally derived from sales of PCS handsets and PCS service revenues, which consist of non-refundable activation fees, fixed monthly access fees and usage charges. The Company recognizes sales on PCS handsets when these are delivered to the dealers, fixed monthly access fees in the period of service, and usage charges and non-refundable activation fees at the time services are rendered. Each revenue element sold by the Company has its own standalone value to the customer, objective and reliable evidence of fair value, and the delivery or performance of related undelivered item(s), if any, is considered probable and substantially in the control of the Company. In addition, the Company provides handset subsidies, call bonus mileages, and warranties on PCS handsets, none of which cause deferral of revenue as such items are accounted for separately as described in Note 2 (“Handset Subsidies”) and Note 15 (“Reserve for Liabilities”).

 

Trade Accounts and Notes Receivable and Accounts Receivables-Other

 

Trade accounts and notes receivable represents PCS handset and PCS service revenues recognized in the billing system which are directly billed to the customers, while accounts receivable-other mainly comprised of, among others, activation fees and PCS service revenues recognized but billed to dealers on a installment basis.

 

Handset Subsidies

 

Effective March 27, 2006, the Telecommunication Law of Korea was revised to allow wireless carriers to provide handset subsidies to customers who have maintained their wireless account with the same carrier for 18 months or longer. The Company commenced its handset subsidy program on the effective date of the revised Telecommunication Law and included a clause in the service contract which allows the Company to change the terms of its subsidy program, including the Company's ability to terminate the program at any time after a thirty day notice to its customers. Under this subsidy program, the Company provides handset subsidies to customers that have maintained their wireless account with any one carrier for 18 months or longer during the past 2 years. Handset subsidies given for the new or renewed customer relationship are expensed (“sales promotion”) as incurred. In the event that the Company provides illegal handset subsidies to customers, Korea Communications Commission may assess fines and penalties.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are bank deposits and short-term money market instruments that can be easily converted into cash and whose risk of value fluctuation arising from changes of interest rates is not material. Only investments with maturities of three months or less from the acquisition date are included in cash equivalents.

 

Allowance for Doubtful Accounts

 

The allowance for doubtful accounts is provided based on the estimated loss on uncollectible accounts and historical bad debt experience.

 

Changes in allowance for doubtful trade accounts and notes receivable and accounts receivable-other for the years ended December 31, 2004, 2005 and 2006 are summarized as follows (Won in millions):

 

     2004

    2005

    2006

 

Beginning of year

   (Won) 167,730     (Won) 143,138     (Won) 158,332  

Write-offs

     (50,077 )     (39,181 )     (23,102 )
    


 


 


       117,653       103,957       135,230  

Provision

     25,485       54,375       89,240  
    


 


 


End of year

   (Won) 143,138     (Won) 158,332     (Won) 224,470  
    


 


 


 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value, cost being determined using the average cost method. If the net realizable value of inventories is lower than cost, inventories are adjusted to net realizable value and the valuation loss of inventory which is the difference between cost and revalued amount is charged to current operations.

 

When circumstances that previously caused valuation loss of inventory on the application of lower of cost or net realizable value cease to exist, so as to cause an increase net realizable value above the carrying amount, the valuation loss shall be (1) reversed to the extent that the carrying amount after such reversal does not exceed the original carrying amount before adjusting for the loss and (2) subtracted from cost of inventories sold.

 

Inventories as of December 31, 2005 and 2006 consist of the following (Won in millions):

 

     2005

    2006

 

Merchandise

   (Won) 189,432     (Won) 133,531  

Finished goods

     5,352       3,442  

Raw material

     20,122       9,206  

Stored goods

     19,455       21  

Other

     647       608  
    


 


       235,008       146,808  

Allowance for valuation loss

     (13,187 )     (16,645 )
    


 


End of year

   (Won) 221,821     (Won) 130,163  
    


 


 

Investment Securities Other than those Accounted for Using the Equity Method

 

(1) Classification of Securities

 

The Company classifies securities into one of the three categories: trading, held-to-maturity or available-for-sale. Trading securities are those that were acquired principally to generate profits from short-term fluctuations in prices. Held-to-maturity securities are those with fixed and determinable payments and fixed maturity that an enterprise has the positive intent and ability to hold to maturity. Available-for-sale securities are those not classified as either held-to-maturity or trading securities. Trading securities are classified as short-term investment securities, whereas available-for-sale securities and held-to-maturity securities are classified as long-term investment securities, except for those maturity dates or whose likelihood of being disposed of are within one year from balance sheet date, which are classified as short-term investment securities.

 

(2) Valuation of Securities

 

Securities are recognized initially at cost, which includes the market value of the consideration given and incidental expenses. If the market price of the consideration given is not available, the market prices of the securities purchased are used as the basis of measurement. If neither the market price of the consideration given nor those of the acquired securities are available, the acquisition cost is measured at the best estimate of its fair value.

 

After initial recognition, held-to-maturity securities are valued at amortized cost. The difference between their acquisition costs and face values is amortized over the remaining term of the securities by applying the effective interest method and added to or subtracted from the acquisition costs and interest income of the remaining period. Trading securities are valued at fair value, with unrealized gains or losses included in current

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

operations. Available-for-sale securities are also valued at fair value, with unrealized gains or losses included in capital adjustments, until the securities are sold or if the securities are determined to be impaired and the lump-sum cumulative amount of capital adjustments are reflected in current operations. However, available-for-sale securities that are not traded in an active market and whose fair values cannot be reliably estimated are accounted under the cost method. For those securities that are traded in an active market (marketable securities), fair values refer to the quoted market prices, which are measured as the closing price at the balance sheet date.

 

Securities are evaluated at each balance sheet date to determine whether there is any objective evidence of impairment loss. When any such evidence exists, unless there is a clear counter-evidence that recognition of impairment is unnecessary, the Company estimates the recoverable amount of the impaired security and recognizes any impairment loss in current operations. The amount of impairment loss of held-to-maturity securities or non-marketable equity securities is measured as the difference between the recoverable amount and the carrying amount. The recoverable amount of held-to-maturity securities is the present value of expected future cash flows discounted at the securities’ original effective interest rate. For available-for-sale debt or equity securities, the amount of impairment loss to be recognized in the current period is determined by subtracting the amount of impairment loss of the debt or equity security from the amount of amortized cost in excess of the recoverable amount for debt securities or from the amount of acquisition cost in excess of fair value for equity securities.

 

If the realizable value subsequently recovers, in case of a security stated at fair value, the increase in value is recorded in current operations, up to the amount of the previously recognized impairment loss, while a security stated at amortized cost or acquisition cost, the increase in value is recorded in current operations, so that its recovered value does not exceed what its amortized cost would be as of the recovery date if there had been no impairment loss.

 

Investment Securities Using the Equity Method

 

Equity securities held for investments in companies in which the Company is able to exercise significant influence over the investees are accounted for using the equity method. In addition, subsidiaries with total assets as of the prior year end of less than (Won)7,000 million are accounted for using the equity method. The Company’s share in net income or net loss of investees is reflected in current operations. Changes in the retained earnings, capital surplus or other capital accounts of investees are accounted for as an adjustment to retained earnings or to capital adjustments.

 

Property and Equipment

 

Property and equipment are stated at cost. Routine maintenance and repairs are expensed as incurred. Expenditures that result in enhancement of the value or extension of the useful lives of the facilities involved are capitalized as additions to property and equipment.

 

Depreciation is computed using the straight-line method based on the estimated useful lives of the assets as follows:

 

    

Estimated useful lives


Buildings and structures

   15~30 years

Machinery and equipment

   5~8 years

Vehicles

   4~8 years

Other

   2~8 years

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Capitalization of Financing Costs

 

Interest expense, discount and other financial charges, including certain foreign exchange translation gains and losses on borrowings associated with the manufacture, purchase, or construction of property and equipment, incurred prior to the completion of the acquisition, were capitalized until the year ended December 31, 2002, and are no longer capitalized commencing from January 1, 2003 as allowed by SKAS No. 7.

 

Long-Lived Assets

 

Long-lived assets are subject to review for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

Leases

 

Lease agreements that include a bargain purchase option, which results in the transfer of ownership by the end of the lease term, have a term equal to at least 75 percent of the estimated economic life of the leased property or where the present value of the minimum lease payments at the beginning of the lease term equals or exceeds 90 percent of the fair value of the leased property are accounted for as capital leases. All other leases are accounted for as operating leases. Assets and liabilities related to capital leases are recorded as property and equipment and long-term debt, respectively, and the related interest is calculated using the effective interest rate method. In respect to operating leases, the future minimum lease payments are expensed ratably over the lease term while contingent rentals are expensed as incurred.

 

Intangibles

 

Intangible assets are stated at cost, net of accumulated amortization computed using the straight-line method over the useful lives of the assets as described below.

 

     Estimated useful lives

Frequency use rights

   13 years

Intellectual property rights

   5~10 years

Facility use rights

   10~20 years

Development costs

   2~5 years

Other

   5 years

 

Long-term Trade Accounts and Notes Receivable

 

Long-term trade accounts and notes receivable arising from long-term contracts are recorded at the net present value of future cash flows, calculated using the effective interest rate at the time of the contract execution. The difference between the nominal value and the present value of these accounts and notes receivable is amortized over the contract period using the effective interest rate method. The amortization is recognized as interest income.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Long-term trade accounts and notes receivable, composed of handset installment receivables, as of December 31, 2005 and 2006 is recorded at net present value using the weighted average borrowing interest rate as follows (Won in millions):

 

     2005

    2006

 

Long-term trade accounts and notes receivable

   (Won) 60,523     (Won) 58,487  

Discount

     (4,565 )     (4,686 )
    


 


     (Won) 55,958     (Won) 53,801  
    


 


 

Discounts on Debentures

 

Discounts on debentures are amortized over the redemption period of the debentures using the effective interest rate method. Amortization of discounts is recognized as interest expense.

 

Accrued Severance Indemnities

 

All employees with more than one year of service are entitled to receive a lump-sum payment upon termination of their employment with the Company, based on their length of service and rate of pay at the time of termination. The severance indemnities that would be payable assuming all eligible employees were to resign at the balance sheet date amount to (Won)41,465 million and (Won)44,365 million as of December 31, 2005 and 2006, respectively.

 

Changes in accrued severance indemnities for the years ended December 31, 2004, 2005 and 2006 are as follows (Won in millions):

 

     2004

    2005

    2006

 

Beginning of year

   (Won) 32,740     (Won) 37,517     (Won) 41,465  

Severance payments

     (8,219 )     (11,332 )     (12,198 )
    


 


 


       24,521       26,185       29,267  

Provision(*)

     13,189       15,754       15,925  

Other changes

     (193 )     (474 )     (827 )
    


 


 


End of year

   (Won) 37,517     (Won) 41,465     (Won) 44,365  
    


 


 



(*) (Won)519 million, (Won)669 million and (Won)890 million of provision are transferred to development cost for the years ended December 31, 2004, 2005 and 2006, respectively.

 

Foreign Currency Translation of Foreign Subsidiaries

 

In translating the foreign currency financial statements of the Company’s overseas subsidiaries into Korean won, the Company presents the translation gain or loss as a foreign- based operation’s translation adjustment in the capital adjustment section of the balance sheet. The translation gain or loss arises from the application of different exchanges rates; the year-end rate for balance sheet items except shareholders’ equity, the historical rate for shareholders’ equity and average rate for statement of income items.

 

Accounting for Foreign Currency Transactions and Translation

 

The Company maintains its accounts in Korean won. Transactions in foreign currencies are recorded in Korean won based on the prevailing rates of exchange on the transaction date. Monetary accounts with balances

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

denominated in foreign currencies are recorded and reported in the accompanying financial statements at the exchange rates prevailing at the balance sheet date and the translation gains or losses are reflected in current operations. The balances have been translated using the rate of (Won)1,013.00 and (Won)929.60 to US$ 1.00 at December 31, 2005 and 2006, respectively.

 

Accounting for Derivative Instruments

 

All derivative instruments are accounted for at fair value with the valuation gain or loss recorded as an asset or liability. If the derivative instruments are not part of a transaction qualifying as a hedge, the adjustment to fair value is reflected in current operations. The accounting for derivative transactions that are part of a qualified hedge based on both the purpose of the transaction and meeting the specified criteria for hedge accounting differs depending on whether the transaction is a fair value hedge or a cash flow hedge. Fair value hedge accounting is applied to a derivative instrument designated as hedging the exposure to changes in the fair value of an asset or a liability or a firm commitment (i.e. hedged item) that is attributable to a particular risk. The gain or loss on both the hedging derivative instruments and the hedged item attributable to the hedged risk is reflected in current operations. Cash flow hedge accounting is applied to a derivative instrument designated as hedging the exposure to variability in expected future cash flows of an asset or liability or a forecasted transaction that is attributable to a particular risk. The effective portion of gain or loss on a derivative instrument designated as a cash flow hedge is recorded as capital adjustment and the ineffective portion is recorded in current operations. The effective portion of gain or loss recorded as a capital adjustment is reclassified to current earnings in the same period during which the hedged forecasted transaction affects earnings. If the hedged transaction results in the acquisition of an asset or the incurrence of a liability, the gain or loss in capital adjustment is added to or deducted from the asset or the liability.

 

Income Tax

 

The provision for income tax consists of the corporate income tax and resident surtax currently payable and changes in deferred income taxes for the period. The Company recognizes deferred taxes arising from temporary differences between amounts reported for financial accounting and income tax purposes. Deferred income taxes will be offset against those incurred in the future, if any. Deferred income taxes are recalculated based on the actual rate, effective at each balance sheet date.

 

Stock Compensation Expense

 

The Company uses the fair value based method of accounting for its employee stock option compensation plan (see Note 16). Under the fair value based method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period. For stock options, fair value is determined using an option-pricing model that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the volatility of the underlying stock, expected dividends and the current risk-free interest rate for the expected life of the option. The computed deferred compensation expenses are allocated over the contracted vesting period. When the stock options are exercised with the issuance of new shares, the difference between the exercise price plus the stock option cost recorded in the capital adjustment account and the par value of the new shares issued, is recorded as additional paid-in capital (See Note 16).

 

Basic and Diluted Ordinary Income per Share and Earnings per Share

 

Ordinary income per share and earnings per share are computed by dividing ordinary income (after deducting the income tax effect) and net income by the weighted average number of common shares outstanding

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

during the period. The weighted average number of shares used in computing earnings and ordinary income (after deducting the income tax effect) per share was 183,802 thousand, 181,629 thousand and 201,086 thousand shares for the years ended December 31, 2004, 2005 and 2006, respectively.

 

Diluted ordinary income per share and earnings per share are computed by dividing diluted ordinary income (after deducting the income tax effect) and net income by the weighted average diluted number of common shares outstanding, which includes the additional common share that would have been outstanding if the dilutive potential common shares had been issued during the period. The weighted average number of shares used in computing diluted earnings and ordinary income (after deducting the income tax effect) per share was 193,748 thousand, 181,629 thousand and 201,086 thousand shares for the years ended December 31, 2004, 2005 and 2006, respectively. Diluted ordinary income (after deducting the income tax effect) and earnings were (Won)297,334 million, (Won)547,297 million and (Won)412,001 million for the years ended December 31, 2004, 2005 and 2006, respectively.

 

The dilutive potential shares as of December 31, 2006 are as follows:

 

    

Exercise period


   Number of
common shares to be issued

Stock options

   March 29, 2004~March 28, 2009    18,000

Stock options

   March 25, 2005~March 24, 2010    44,800

Stock options

   September 9, 2005~September 8, 2010    320,913

Stock options

   March 5, 2007~March 4, 2012    128,800

 

3. RESTRICTED DEPOSITS:

 

As of December 31, 2005 and 2006, deposits under long-term financial instruments amounting to (Won)20 million, are subject to withdrawal restriction as collateral for borrowings and guarantee of checking accounts.

 

4. DISPOSAL OF TRADE ACCOUNTS AND NOTES RECEIVABLE:

 

On December 19, 2003, the Company transferred PCS service receivable accounts with a total balance of (Won)253,247 million as of October 31, 2003 to Shinhan Bank Trust. The Company received (Won)200,000 million of cash and (Won)53,247 million of beneficiary certificate as a result of transferring such PCS service receivable accounts, for which the outstanding balance is revolved on a continuous basis through February 28, 2007 with Shinhan Bank Trust. In connection with revolving the outstanding balance of PCS service receivable accounts, the Company recognized a “loss on disposal of trade accounts and notes receivable” of (Won)11,816 million, (Won)11,862 million, and (Won)10,881 million for the years ended December 31, 2004, 2005 and 2006, respectively.

 

KTF 3rd SPC exercised its call option on Asset Based Securitization (“ABS”) on December 21, 2006. In accordance with the related contract between the Company and Shinhan Bank Trust, the Company paid cash of (Won)200,000 million and disposed (Won)18,386 million of beneficiary certificate to Shinhan Bank Trust and the Company received trade receivables transferred from Shinhan Bank worth (Won)218,970 million.

 

5. LOANS TO EMPLOYEES:

 

As of December 31, 2005 and 2006, the Company has provided loans to its employees for housing and purchase of KT Freetel’s stock with the balance of (Won)1,144 million and (Won)901 million, respectively, in short-term loans and (Won)1,640 million and (Won)344 million, respectively, in long-term loans.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

6. SHORT-TERM INVESTMENT SECURITIES:

 

(1) Short-term investment securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

     Fair value

   Acquisition cost

   Fair value

   Gain on valuation

Trading securities:

                           

Beneficiary certificates

   (Won) 240,097    (Won) —      (Won) —      (Won) —  

Available-for-sale securities:

                           

Beneficiary certificates

     —        200,503      202,005      1,502

Government bonds

     7,943      539      539      —  
    

  

  

  

     (Won) 248,040    (Won) 201,042    (Won) 202,544    (Won) 1,502
    

  

  

  

 

Gain on valuation, before tax effect, of available-for-sales security is recorded in capital adjustments.

 

7. LONG-TERM INVESTMENT SECURITIES:

 

(1) Long-term investment securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

Available-for-sale securities:

             

Listed equity securities

   (Won) 6,490    (Won) 21,590

Non-listed equity securities

     13,244      4,700

Investments in funds

     3,361      2,563

Debt securities

     1,710      1,029

Held-to maturity securities:

             

Beneficiary certificates

     104,305      —  
    

  

     (Won) 129,110    (Won) 29,882
    

  

 

(2) Listed equity securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

 
     Fair value

   Acquisition cost

   Fair value

   Gain (loss) on
Valuation

 

Zakang Inc.

   (Won) 24    (Won) 300    (Won) 13    (Won) (287 )

Gaeasoft Co., Ltd.

     1,438      532      1,084      552  

KRTnet Corp.

     4,415      1,954      4,200      2,246  

Geotel Co., Ltd.

     —        263      2,970      2,707  

PT. Mobil-8

     —        10,069      13,323      3,254  

Other

     613      —        —        —    
    

  

  

  


     (Won) 6,490    (Won) 13,118    (Won) 21,590    (Won) 8,472  
    

  

  

  


 

Gain or loss on valuation, before tax effect, of listed equity securities is included in capital adjustments.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(3) Non-listed equity securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

     Book
Value


   Ownership
(%)


   Acquisition
cost


   Net asset
value


   Book
Value


Mondex Korea Co., Ltd.

   (Won) —      6.02    (Won) 920    (Won) —      (Won) —  

Internet Metix Inc.

     23    2.00      200      14      14

Geotel Co., Ltd.(*2)

     263    —        —        —        —  

Inews24. Co., Ltd.

     —      2.83      350      —        —  

The Radio News Co., Ltd.

     —      10.73      624      —        —  

Prime Venture Capital Co., Ltd.

     —      4.00      1,000      —        —  

Onse Telecom Corp.

     105    —        —        —        —  

NAZCA Entertainment Co., Ltd.

     46    7.13      500      130      46

Toysoft Co., Ltd

     28    8.78      500      32      28

Ohmylove Co., Ltd.

     131    12.06      1,200      50      50

IMM Investment Corp.

     210    1.09      500      283      210

Vacom Wireless, Inc.

     719    16.77      1,880      641      641

WIZcommunications Co., Ltd.

     290    10.91      290      291      290

Intromobile Co., Ltd.

     200    8.00      200      437      200

Korea Smart Card Co., Ltd.

     326    1.06      326      24      24

Directmedia Co., Ltd.

     248    12.87      435      285      248

Ncerti Co., Ltd.(*1)

     328    19.90      328      476      328

Neighbor System, Inc.

     —      10.40      525      462      525

Entaz Co., Ltd.

     —      10.14      1,000      702      1,000

PT. Mobil-8(*2)

     9,115    —        —        —        —  

Others

     1,212    —        1,622      1,662      1,096
    

       

  

  

     (Won) 13,244         (Won) 12,400    (Won) 5,489    (Won) 4,700
    

       

  

  


(*1) The Company is not able to exercise significant influence over Ncerti Co., Ltd, through its voting rights or other means.
(*2) Geotel Corp. and PT. Mobil-8 Telecom were listed in 2006.

 

In 2004, 2005 and 2006, the Company recognized an impairment loss of (Won)3,378 million, (Won)332 million and (Won)586 million, respectively, on non-listed equity securities of which the net equity value had declined compared to the acquisition cost and it is not expected to recover.

 

(4) Investments in funds as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

     Ownership
(%)


   Acquisition
cost


   Book
value


   Ownership
(%)


   Acquisition
cost


   Book
value


CEC Mobile Ltd.

   16.67    (Won) 4,457    (Won) 1,507    16.67    (Won) 4,457    (Won) 1,509

Engineering Financial Cooperative

   0.01      15      15    0.01      15      15

MIC2001-4TG Venture

   5.00      650      650    5.00      350      350

Cinema party Fund

   5.00      500      500    —        —        —  

KTOA

   —        689      689    —        689      689
         

  

       

  

          (Won) 6,311    (Won) 3,361         (Won) 5,511    (Won) 2,563
         

  

       

  

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(5) Debt securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

     Acquisition
cost


   Book
value


   Acquisition
cost


   Book
value


Government bonds.

   (Won) 1,710    (Won) 1,710    (Won) 1,568    (Won) 1,568
    

  

  

  

 

(6) Maturities of debt securities as of December 31, 2006 are as follows (Won in millions):

 

     1 years

   2-10 years

Government bonds

   (Won) 539    (Won) 1,029

 

(7) Held-to-maturity securities as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

     Acquisition
cost


   Book
value

   Acquisition
cost


   Book
Value


Beneficiary certificates

   (Won) 155,969    (Won) 104,305    (Won) —      (Won) —  

 

The Company acquired the above beneficiary certificates issued by Shinhan Bank Trust in relation to the disposal of trade accounts and notes receivable (See Note 4). The Company disposed these securities on December 21, 2006 and recognized gain on disposal of short-term investment securities of (Won)584 million.

 

8. INVESTMENT SECURITIES USING THE EQUITY METHOD:

 

(1) Investment securities using the equity method as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     Ownership
(%)

   2005

   2006

      Acquisition
cost

   Book
value


   Acquisition
cost

   Book
value


              

Korea Digital Satellite Broadcasting Co., Ltd.

   2.12    (Won) 9,954    (Won) —      (Won) 9,954    (Won) —  

KTFMhows Co., Ltd.(*)

   51.00      2,550      2,508      —        —  

Harex Info Tech Ltd.

   21.17      3,375      2,698      3,375      1,902

Korea IT Fund

   10.00      30,000      30,857      30,000      30,483

Korea Telecom Strategy Fund

   10.00      2,000      2,015      2,000      1,837

ENtoB Corp.

   3.13      500      630      500      673

Boston Enterprise Partners(*)

   39.02      —        —        8,000      8,014

Sidus FNH Corp.

   15.30      8,400      8,400      8,400      7,264

KTF-CJ Music Contents Investment Fund (Centurion music 1)(*)

   50.00      —        —        5,000      5,025

SidusFNH-BENEX Cinema Fund1

   6.67      —        —        2,000      2,007
         

  

  

  

          (Won) 56,779    (Won) 47,108    (Won) 69,229    (Won) 57,205
         

  

  

  


(*) KT Freetel consolidated KTFMhows Co,. Ltd. as its total assets as of December 31, 2005 exceeded (Won)7,000 million and excluded Boston Enterprise Partners and KTF-CJ Music Contents Investment Fund from consolidated subsidiaries as KT Freetel isn’t able to exercise the control over them in 2006.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Together with KT Corporation’s ownership, KT Freetel is able to exercise significant influence over Korea Digital Satellite Broadcasting Co., Ltd., Korea IT Fund, Korea Telecom Strategy Fund, ENtoB Corp, Sidus FNH and SidusFNH-BENEX Cinema Fund1.

 

The Company discontinued accounting its investment in Korea Digital Satellite Broadcasting Co., Ltd. (KDB) under the equity method since the net book value of such investee is below zero. The unrecognized equity losses not reported in the accompanying financial statements are (Won)440 million and (Won)674 million for the years ended December 31, 2005 and 2006, respectively.

 

(2) Details of valuation using the equity method for the year ended December 31, 2006 are as follows (Won in millions):

 

     Beginning
of year


   Acquisition

   Earnings
(losses)

    Other
changes(*)

    End
of year


Harex Info Tech Ltd.

   (Won) 2,698    (Won) —      (Won) (796 )   (Won) —       (Won) 1,902

KTFMhows Co., Ltd.

     2,508      —        —         (2,508 )     —  

Korea IT Fund

     30,857      —        (488 )     114       30,483

Korea Telecom Strategy Fund

     2,015      —        (195 )     17       1,837

ENtoB Corp.

     630      —        43       —         673

Boston Enterprise Partners

     —        —        35       7,979       8,014

Sidus FNH Corp.

     8,400      —        (1,136 )     —         7,264

KTF-CJ Music Contents Investment Fund(Centurion music 1)

     —        5,000      25       —         5,025

SidusFNH-BENEX Cinema Fund1

     —        2,000      7       —         2,007
    

  

  


 


 

     (Won) 47,108    (Won) 7,000    (Won) (2,505 )   (Won) 5,602     (Won) 57,205
    

  

  


 


 

 


(*) Other changes are composed of increase (decrease) from changes in consolidated subsidiaries, acquisition (disposal) amounts of investment securities, dividends and the changes in investment securities in capital adjustments.

 

The Company recognized equity in capital adjustment of affiliate of (Won)29 million which were recorded in capital adjustments as of December 31, 2006.

 

(3) Changes in the difference between acquisition cost and net asset value at the acquisition date during 2006 are as follows (Won in millions):

 

     Beginning
of year


   Increase

   Amortization

   End of
year


Harex Info Tech Ltd.

   (Won) 1,531    (Won) —      (Won) 383    (Won) 1,148

Sidus FNH Corp.

     5,812      —        1,162      4,650
    

  

  

  

     (Won) 7,343    (Won) —      (Won) 1,545    (Won) 5,798
    

  

  

  

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(4) The key financials of investees accounted for using the equity method as of and for the year ended December 31, 2006 are as follows (Won in millions):

 

     Total assets

   Total liabilities

   Sales

   Net income (loss)

 

Korea Digital Satellite Broadcasting Co., Ltd.

   (Won) 514,971    (Won) 452,695    (Won) 393,905    (Won) 3,553  

Harex Info Tech Ltd.

     4,654      1,095      4,831      (1,770 )

Korea IT Fund

     304,832      —        9,123      1,374  

Korea Telecom Strategy Fund

     18,513      139      355      148  

ENtoB Corp.

     63,032      41,508      336,187      1,572  

Boston Enterprise Partners

     20,791      256      694      82  

Sidus FNH Corp.

     25,002      7,911      38,859      175  

KTF-CJ Music Contents Investment Fund(Centurion music 1)

     10,050      —        —        50  

SidusFNH-BENEX Cinema Fund1

     30,178      77      178      101  

 

9. PROPERTY AND EQUIPMENT:

 

Changes in property and equipment for the years ended December 31, 2005 and 2006 are as follows (Won in millions):

 

<2005>

 

    Beginning
of year

  Increase

  Decrease

  End of year

      Acquisition

  Other

  Disposal

  Other

 

Land

  (Won) 121,840   (Won) 104   (Won) 108   (Won) 2,507   (Won) —     (Won) 119,545

Buildings and structures

    308,314     28,318     93,091     6,849     1,908     420,966

Machinery and equipment

    7,187,087     91,737     550,640     353,954     2,477     7,473,033

Vehicles

    11,883     593     180     721     —       11,935

Other

    732,850     33,079     76,007     21,728     —       820,208

Construction in progress

    183,279     575,625     419     392     718,354     40,577
   

 

 

 

 

 

    (Won) 8,545,253   (Won) 729,456   (Won) 720,445   (Won) 386,151   (Won) 722,739   (Won) 8,886,264
   

 

 

 

 

 

    Beginning
of year

  Increase

  Decrease

  End of year

      Depreciation(*)

      Other    

  Disposal

  Other

 

Less: Accumulated depreciation

                                   

Buildings and structures

  (Won) 57,696   (Won) 13,320   (Won) —     (Won) 704   (Won) 2   (Won) 70,310

Machinery and equipment

    3,373,205     902,693     2     182,808     22     4,093,070

Vehicles

    7,730     1,880     12     461     —       9,161

Other

    491,860     128,251     11     17,877     —       602,245
   

 

 

 

 

 

      3,930,491     1,046,144     25     201,850     24     4,774,786
   

 

 

 

 

 

Accumulated impairment loss

    1,274     1,011     —       —       —       2,285
   

 

 

 

 

 

      3,931,765   (Won) 1,047,155   (Won) 25   (Won) 201,850   (Won) 24     4,777,071
   

 

 

 

 

 

    (Won) 4,613,488                           (Won) 4,109,193
   

                         


(*) (Won)1,638 million of depreciation was transferred to development cost.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

<2006>

 

    Beginning
of year

  Increase

  Decrease

  End of year

      Acquisition

  Other

  Disposal

  Other

 

Land

  (Won) 119,545   (Won) 60   (Won) —     (Won) 305   (Won) —     (Won) 119,300

Buildings and structures

    420,966     362     7,700     1,953     523     426,552

Machinery and equipment

    7,473,033     33,701     1,047,529     100,815     42     8,453,406

Vehicles

    11,935     11     420     221     —       12,145

Other

    820,208     16,111     71,590     29,248     116     878,545

Construction in progress

    40,577     1,182,236     2,369     902     1,129,411     94,869
   

 

 

 

 

 

    (Won) 8,886,264   (Won) 1,232,481   (Won) 1,129,608   (Won) 133,444   (Won) 1,130,092   (Won) 9,984,817
   

 

 

 

 

 

    Beginning
of year

  Increase

  Decrease

  End of year

      Depreciation(*)

  Other

  Disposal

  Other

 

Less: Accumulated depreciation

                                   

Buildings and structures

  (Won) 70,310   (Won) 14,468   (Won) —     (Won) 429   (Won) 22   (Won) 84,327

Machinery and equipment

    4,093,070     916,236     134     47,047     17     4,962,376

Vehicles

    9,161     1,312     —       152     —       10,321

Other

    602,245     113,505     62     27,653     112     688,047
   

 

 

 

 

 

      4,774,786     1,045,521     196     75,281     151     5,745,071
   

 

 

 

 

 

Accumulated impairment loss

    2,285     1,133     —       —       —       3,418
   

 

 

 

 

 

      4,777,071   (Won) 1,046,654   (Won) 196   (Won) 75,281   (Won) 151     5,748,489
   

 

 

 

 

 

    (Won) 4,109,193                           (Won) 4,236,328
   

                         


(*) (Won)2,232million of depreciation was transferred to development cost.

 

The market value of the Company’s land based on the official price of land (published by the Ministry of Construction and Traffic) is (Won)142,528 million as of December 31, 2006.

 

Depreciable assets are insured against fire and other casualty losses up to (Won)1,042,036 million as of December 31, 2006.

 

10. INTANGIBLES:

 

(1) Changes in intangibles for the years ended December 31, 2005 and 2006 are as follows (Won in millions):

 

<2005>

 

     Beginning
of year

    Increase

   Decrease

   End of year

 
       Acquisition

   Other

   Amortization(*)

    Other

  

Intellectual property rights

   (Won) 1,715     (Won) 1,111    (Won) —      (Won) 463     (Won) —      (Won) 2,363  

Facility use rights

     8,361       770      19      1,313       51      7,786  

Frequency use rights

     1,115,996       —        —        94,622       —        1,021,374  

Development costs

     9,758       26,605      444      16,768       3,841      16,198  

Other

     20,016       3,514      6      7,056       229      16,251  

Negative goodwill

     (1,943 )     —        —        (648 )     —        (1,295 )
    


 

  

  


 

  


     (Won) 1,153,903     (Won) 32,000    (Won) 469    (Won) 119,574     (Won) 4,121    (Won) 1,062,677  
    


 

  

  


 

  


 

The Company recognized impairment loss on intangibles of (Won)3,762 million.


(*) (Won)738 million of amortization was transferred to development cost.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

<2006>

 

     Beginning
of year

    Increase

   Decrease

   End of year

 
       Acquisition

   Other

   Amortization(*)

    Other

  

Intellectual property rights

   (Won) 2,363     (Won) 1,718    (Won) —      (Won) 585     (Won) —      (Won) 3,496  

Facility use rights

     7,786       1,310      —        1,456       43      7,597  

Frequency use rights

     1,021,374       —        —        93,528       —        927,846  

Development costs

     16,198       25,946      691      24,101       9,047      9,687  

Other

     16,251       12,240      —        8,594       164      19,733  

Negative goodwill

     (1,295 )     —        —        (648 )     —        (647 )
    


 

  

  


 

  


     (Won) 1,062,677     (Won) 41,214    (Won) 691    (Won) 127,616     (Won) 9,254    (Won) 967,712  
    


 

  

  


 

  


 

The Company recognized impairment loss on intangibles of (Won)9,047 million.


(*) (Won)618 million of amortization was transferred to development cost.

 

(2) Ordinary development costs of (Won)9,652 million and (Won)7,303 million were charged to expense for the years ended December 31, 2005 and 2006, respectively.

 

(3) On December 15, 2000, KT ICOM acquired the license to provide third generation mobile services utilizing 2GHz frequency band (“IMT-2000 service”) with W-CDMA technology. KT ICOM paid (Won)650 billion of the total license fee of (Won)1,300 billion on March 20, 2001 and the remaining balance was required to be paid including interest for the period from 2007 to 2011. On December 4, 2001, MIC granted the license to KT ICOM and assigned the related frequency band, giving KT ICOM the right to provide IMT-2000 services using W-CDMA technology for 15 years from that date.

 

On March 6, 2003, KT ICOM was merged into the Company, and the Company started to provide IMT-2000 service on December 28, 2003.

 

11. BORROWINGS:

 

(1) Short-term borrowings as of December 31, 2005 and 2006 are as follows (Won in millions, JPY in millions, EUR in thousands, U.S dollars in thousands):

 

     Interest rate
per annum (%)


             
     2006

    2005

    2006

 

Discounted promissory notes

   4.45~5.38     (Won) 26,564     (Won) 28,687  

Usance letter of credit

   LIBOR+0.5 %     14,415       17,910  
           (US$  14,230 )   (US$ 19,267 )
     LIBOR +0.5 %     3,315       1,897  
           (JPY 385 )     (JPY 243 )
     LIBOR +0.5 %     —         1,544  
             —       (EUR 1,263 )

Other

   4.85       5,000       10,000  
          


 


           (Won) 49,294     (Won) 60,038  
          


 


 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(2) Long-term debt as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     Interest rate
per annum (%)

      
     2006

   2005

   2006

 

General loans

   5.80~6.15    (Won) 10,000    (Won) 30,000  

Less : Current portion

          —        (10,000 )
         

  


          (Won) 10,000    (Won) 20,000  
         

  


 

Payment schedules for the Company’s long-term debt as of December 31, 2006 are as follows (Won in millions):

 

Year


   Amount

2007

   (Won) 10,000

2008

     10,000

2009

     10,000
    

     (Won) 30,000
    

 

12. DEBENTURES:

 

(1) General debentures as of December 31, 2005 and 2006 are as follows (Won in millions, JPY in millions):

 

          Interest rate
per annum (%)

            
    

Due date


   2006

   2005

    2006

 

20th

   Feb. 9, 2006    —      (Won) 300,000     (Won) —    

23rd

   Apr. 20, 2006    —        40,280       —    
               JPY (4,695 )     —    

42nd

   Nov. 14, 2007    5.94      200,000       200,000  

44th

   Feb. 19, 2009    5.66      360,000       360,000  

45th

   Mar. 15, 2008    5.24      320,000       320,000  

46th

   May 10, 2007    4.61      300,000       300,000  

47-1st

   July 13, 2009    4.95      230,000       230,000  

47-2nd

   July 12, 2011    5.32      70,000       70,000  

48th

   Feb. 15, 2010    5.31      200,000       200,000  
              


 


               (Won) 2,020,280     (Won) 1,680,000  
               JPY (4,695 )     —    
              


 


Less: Discount on debentures

               (3,723 )     (2,077 )
              


 


            2,016,557       1,677,923  
              


 


Less: Current portion

               (339,862 )     (499,764 )
              


 


          (Won) 1,676,695     (Won) 1,178,159  
              


 


 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(2) Payment schedules for the Company’s debentures as of December 31, 2006 are as follows (Won in millions):

 

Year


   Amount

2007

   (Won) 500,000

2008

     320,000

2009

     590,000

2010

     200,000

2011

     70,000
    

     (Won) 1,680,000
    

 

13. DERIVATIVES:

 

The Company has entered into currency swap contract and interest rate swap contract with Korea Exchange Bank to hedge economically the risk exposure of fluctuations in the fair value of certain short-term borrowings and interests (denominated in US dollars) due to the changes in the related foreign currency exchange rate. The currency swap contracts as of December 31, 2006 are as follows (Won in millions):

 

Term


    

Type


    

Contract

amount


    

Swap amount


    

Contract rate


    

Fair value


2006.5.23-2007.5.18

     Currency swap      US$ 10,525,208      (Won)10,000      US$ 950.10/(Won)      (Won)216

 

The Company will repay (Won)10,000 million instead of US$ 10,525,208 on maturity date under the currency swap contract. In relation to the above currency swap contracts, the Company recognized the related loss on valuation of currency swap of (Won)216 million for the year ended 2006 as other expense.

 

The interest swap contracts as of December 31, 2006 are as follows (Won in millions):

 

Term


 

Type


 

Contract

amount


 

Interest rate buy ((Won))


 

Interest rate sell (US$)


2006.5.23-2007.5.18

  Interest rate swap   US$ 10,525,208   91 days CD + 0.07%   3 month Libor + 0.40%
       

(Won)10,000

       

 

14. LONG-TERM ACCOUNTS PAYABLE-OTHER:

 

Long-term accounts payable-other is related to the purchase of frequency use right and required to be paid including applicable interest from 2007 to 2011.

 

Long-term accounts payable-other as of December 31, 2005 and 2006 is stated at net present value of future cash flows, calculated using the effective interest rate of 9.93 percent at the time of receipt of frequency use license. The Company’s long-term accounts payable-other is as follows (Won in millions):

 

     2005

    2006

 

Long-term accounts payable-other

   (Won) 650,000     (Won) 650,000  

Less : discount (*)

     (90,460 )     (67,007 )
    


 


       559,540       582,993  

Less : Current portion

     —         (89,116 )
    


 


     (Won) 559,540     (Won) 493,877  
    


 



(*) Current portion of (Won)884 million is included in 2006

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Maturities of the Company's long-term accounts payable-other as of December 31, 2006 are as follows (Won in millions):

 

Year


   Amount

2007

   (Won) 90,000

2008

     110,000

2009

     130,000

2010

     150,000

2011

     170,000
    

     (Won) 650,000
    

 

15. RESERVE FOR LIABILITIES:

 

(1) The Company has accounted for the call bonus mileage and warranty, which the Company is obliged to pay to its customers, as reserve for liabilities. Warranties related to sales of handset are one year and are recorded as liability based on the management’s estimate according to the historical experience. Changes in reserve for liabilities for the year ended December 31, 2006 are summarized as follows (Won in millions):

 

Year


   Call bonus

    Warranty

 

Beginning of year

   (Won) 18,896     (Won) 2,835  

Payment

     (2,929 )     (6,329 )

Provision

     298       6,999  
    


 


       16,265       3,505  

Less : current portion

     (6,800 )     (3,505 )
    


 


     (Won) 9,465     (Won) —    
    


 


 

(2) Call bonus mileages provided by the Company expires in 5 years from the date when call bonus mileages are earned. The Company expects its call bonus mileages to be used as follows (Won in millions):

 

Year


   Nominal
amount


   Present
value


2007

   (Won) 7,011    (Won) 6,800

2008

     4,610      4,239

2009

     3,012      2,626

2010

     1,954      1,615

2011

     1,257      985
    

  

     (Won) 17,844    (Won) 16,265
    

  

 

16. SHAREHOLDERS’ EQUITY:

 

(1) Capital stock

 

The Company has authorized 400,000,000 shares of (Won)5,000 par value common stock and issued 195,701,091 shares as of December 31, 2006.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The changes in capital stock for the year ended December 31, 2006 are as follows (Won in millions except par value):

 

Date


  

Cause of changes


   Par value
(won)

   Number of
shares

    Capital stock

   Capital surplus

 

Beginning of year

      (Won) 5,000    201,208,091     (Won) 1,044,181    (Won) 1,730,948  

August 2, 2006

  

Settlement of paid-in

capital increase

     —      —         —        (3,171 )

December 28, 2006

  

Retirement of

treasury stock

          (5,507,000 )     —        —    

December 31, 2006

   Changes in consolidated subsidiaries      —      —         —        (1,132 )
                

 

  


End of year

               195,701,091     (Won) 1,044,181    (Won) 1,726,645  
                

 

  


 

(2) Treasury stock

 

In 2005, the Company reissued 225,308 shares of treasury stock to the Employee Stock Ownership Plan (“ESOP”). The fair value of such treasury stocks at the time of their reissuance totaled (Won)5,160 million and is recorded as salaries and wages. The difference between the acquisition cost and the fair value amounting to (Won)2,478 million is recorded as capital adjustments.

 

As of December 31, 2006, the Company holds 61,273 shares of treasury (Won in millions).

 

Year


   Number of
shares


    Amount

 

Beginning of year

   61,247     (Won) 2,076  

Acquisition

   5,507,026       164,885  

Retirement

   (5,507,000 )     (164,884 )
    

 


End of year

   61,273     (Won) 2,077  
    

 


 

(3) Stock Option Plan

 

The Company entered into stock option agreements with the Chief Executive Officer and senior managers. The stock option will be vested after two years from the date of grant and can be exercised for five years from the date when they are vested. Upon the exercise of stock options, the Company will issue its common stocks.

 

The changes in stock options for the year ended December 31, 2006 are as follows (Won in millions):

 

Date


   Number
of shares


   Weighted average
exercise price


Outstanding at beginning of year

   512,513    (Won) 31,899

Granted

   —        —  

Forfeited or expired

   —        —  

Outstanding at end of year

   512,513    (Won) 31,899

Exercisable at end of year

   383,713    (Won) 32,301

 

The details of the outstanding stock options as of December 31, 20006 are as follows:

 

Grant Date


  

Employee


   Number
of shares


   Exercise
price/
share


   Methods

   Exercise period

2001.3.29

   Former CEO    18,000    (Won) 41,273    Equity settled type    2004.3.29~2009.3.28,

2002.3.25

   Senior managers    44,800      45,178       2005.3.25~2010.3.24

2003.9.8

   CEO, Senior managers    320,913      30,000       2005.9.9~2010.9.8

2005.3.4

   Senior managers    128,800      30,700       2007.3.5~2012.3.4

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The Company values stock options granted based on the fair value method (see Note 2). Total compensation expense of (Won)5,316 million is allocated over the vesting period, and the compensation expense charged to operations for the year ended December 31, 2006 are (Won)304 million. As of December 31, 2006, approximately 19,299,709 shares of common stocks have been reserved for issuance under the stock option plan.

 

The principal assumptions made in relation to estimation of compensation expense for the stock options are as follows:

 

     1st

   2nd

   3rd

   4th

Risk-free interest rate (%)

     6.12      6.44      4.31      4.18

Expected life (years)

     3      3      3      3

Expected forfeitures per year (%)

     —        —        —        —  

Volatility (%)

     122.33      97.05      63.14      37.33

Fair value per option

   (Won) 28,417    (Won) 30,565    (Won) 8,812    (Won) 4,715

Total compensation cost (Won in millions)

   (Won) 512    (Won) 1,369    (Won) 2,828    (Won) 607

 

17. INCOME TAX AND DEFERRED INCOME TAXES:

 

(1) The statutory corporate income tax rate, including resident surtax, applicable to the Company is approximately 29.7 percent in 2004, and 27.5 percent in 2005 and 2006. Income tax expense for the years ended December 31, 2004, 2005 and 2006 is as follows (Won in millions):

 

     2004

    2005

    2006

 

Income before income tax

   (Won) 315,588     (Won) 604,797     (Won) 515,827  

Adjustments:

                        

Permanent differences

     17,458       (2,159 )     48,742  

Temporary differences, net

     20,402       89,107       (64,295 )
    


 


 


       37,860       86,948       (15,553 )
    


 


 


Taxable income before tax loss carryforward

     353,448       691,745       500,274  

Tax loss carryforward

     (109,860 )     (94,982 )     (13 )
    


 


 


Taxable income

     243,588       596,763       500,261  

Tax rate (%)

     29.7       27.5       27.5  
    


 


 


Tax calculated on taxable income

     72,346       164,109       137,481  

Tax credit

     (28,402 )     (55,015 )     (47,556 )
    


 


 


Income tax currently payable

     43,944       109,094       89,925  

Decrease (Increase) in deferred income taxes:

                        

Temporary differences

     (4,486 )     (24,975 )     16,689  

Utilization of accumulated tax losses carried forward

     (13,750 )     13,750       4  

Utilization of accumulated tax credit carried forward

     (142 )     (39,016 )     (3,230 )

Income tax expense directly reflected to capital

     —         (2,343 )     (369 )
    


 


 


Income tax expense

   (Won) 25,566     (Won) 56,510     (Won) 103,019  
    


 


 


 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(2) Changes in deferred income taxes for the years ended December 31, 2004, 2005 and 2006 are as follows (Won in millions):

 

     2004

    2005

    2006

 

Beginning of year

   (Won) 97,464     (Won) 114,444     (Won) 163,931  

Increase(Decrease)

     18,377       49,487       (13,422 )

Decrease from changes in consolidated subsidiaries

     (1,397 )     —         —    
    


 


 


       114,444       163,931       150,509  

Less: current portion

     (74,953 )     (99,576 )     (107,956 )
    


 


 


End of year

   (Won) 39,491     (Won) 64,355     (Won) 42,553  
    


 


 


 

(3) The tax effects of each type of temporary difference that gave rise to a significant portion of the deferred tax assets and liabilities in 2005 and 2006 are as follows (Won in millions):

 

     2005

   2006

Current

             

Allowance for doubtful accounts

   (Won) 28,007    (Won) 36,122

Accrued expense

     14,386      9,248

Inventory

     7,698      8,010

Tax and dues

     6,869      5,514

Tax credit carryforwards

     30,063      40,114

Other

     12,553      8,948
    

  

     (Won) 99,576    (Won) 107,956
    

  

Non-current

             

Long-term investment securities

   (Won) 18,575    (Won) 225

Provision for severance indemnities

     7,149      7,694

Tax credit carryforwards

     34,969      28,171

Other

     3,662      6,463
    

  

     (Won) 64,355    (Won) 42,553
    

  

 

18. OPERATING REVENUE AND EXPENSES:

 

(1) Operating revenue for the years ended December 31, 2004, 2005 and 2006 consist of the following (Won in millions):

 

     2004

   2005

   2006

PCS service

   (Won) 4,695,733    (Won) 5,076,026    (Won) 5,319,402

Sales of PCS handsets

     1,247,159      1,044,463      1,287,939
    

  

  

     (Won) 5,942,892    (Won) 6,120,489    (Won) 6,607,341
    

  

  

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(2) Operating expenses for the years ended December 31, 2004, 2005 and 2006 are summarized below (Won in millions).

 

     2004

   2005

   2006

Salaries and wages

   (Won) 175,541    (Won) 180,242    (Won) 176,922

Provision for severance indemnities

     12,485      14,968      14,858

Employee welfare

     29,665      31,308      35,119

Rent

     114,220      114,971      135,828

Lease

     61,307      61,307      32,601

Commissions

     439,524      414,632      471,363

Depreciation

     996,044      1,043,022      1,041,066

Amortization

     108,243      116,947      126,465

Tax and dues(*)

     45,400      44,363      55,319

Interconnection charges

     506,982      603,160      679,462

Leased line charges

     357,257      360,655      356,129

Ordinary development costs

     9,583      9,652      7,303

Sales promotion

     180,574      162,040      330,687

Sales commissions

     718,089      721,154      812,095

Advertisements

     135,663      114,711      121,186

Bad debt

     25,485      54,375      89,240

Water and electricity

     49,686      54,900      62,230

Communications

     28,907      30,485      27,429

Repairs and maintenance

     58,456      74,340      78,723

Cost of PCS handset sales

     1,268,367      1,000,824      1,174,261

Other

     81,267      84,689      96,395
    

  

  

     (Won) 5,402,745    (Won) 5,292,745    (Won) 5,924,681
    

  

  


(*) Amounts include fines and penalties of (Won)9,500 million, (Won)10,300 million and (Won)22,600 million related to handset subsidies for the years ended December 31, 2004, 2005 and 2006, respectively.

 

19. RELATED PARTY TRANSACTIONS:

 

(1) Related parties are as follows:

 

   

Company


Parent company

  KT Corporation

Affiliates

 

Korea Digital Satellite Broadcasting Co., Ltd, Hares Info Tech Ltd,

Korea IT Fund, Korea Telecom Strategy Fund, ENtoB Corp,

Boston Enterprise Partners, Sidus FNH Corp, KTF-CJ Music Contents Investment Fund, SidusFNH-BENEX Cinema Fund

Subsidiaries of the parent company

 

KT Networks Co., Ltd, KT Hitel Co., Ltd, KT Powertel Co., LTd,

Korea Telecom Japan, KT Submarine Co., LTd, KT Linkus Co., Ltd,

KT Commerce, Inc, KT Rental Co., Ltd, KTCC Co., Ltd, NTC Co., LTd

Internal corporate Venture Fund 1,2, KTAI Co., Ltd, KTPI Co., Ltd, Olive Nine Co., Ltd, Telecop Service Co., Ltd, KT Capital Co., Ltd

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(2) Transactions with related parties for the years ended December 31, 2004, 2005 and 2006 are as follows (Won in millions):

 

Revenues:

 

    

Transaction


   2004

   2005

   2006

KT Corporation

  

Interconnection charges and others

   (Won) 631,544    (Won) 779,524    (Won) 730,504

KT Networks

  

Interconnection charges and others

     8,772      2,348      2,658

KT Hitel

  

     43      50      127

Others

  

     1,478      1,085      2,453
         

  

  

          (Won) 641,837    (Won) 783,007    (Won) 735,742
         

  

  

 

Expenses:

 

    

Transaction


   2004

   2005

   2006

KT Corporation

  

Leased line charges and others

   (Won)482,900    (Won) 512,426    (Won) 424,533

KT Networks

  

Interconnection charges and others

   8,258      7,671      4,513

KT Hitel

  

   24,425      26,833      15,884

Others

  

   2,190      1,059      7,025
         
  

  

          (Won)517,773    (Won) 547,989    (Won) 451,955
         
  

  

 

  (3) Receivables and payables with related parties as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     Receivables

   Payables

     2005

   2006

   2005

   2006

KT Corporation

   (Won) 239,432    (Won) 176,531    (Won) 41,878    (Won) 85,421

KT Networks

     43      560      304      848

KT Hitel

     20      17      3,561      4,222

Others

     19      276      240      930
    

  

  

  

     (Won) 239,514    (Won) 177,384    (Won) 45,983    (Won) 91,421
    

  

  

  

 

20. SIGNIFICANT CONTRACTS AND CONTINGENT LIABILITIES:

 

(1) In 1997, the Company entered into an air-time resale agreement with KT Corporation whereby KT Corporation provides wireless services using the Company’s telecommunications network. As a compensation for providing telecommunications network, the Company receives certain amount of fee calculated based on the outgoing calls generated from KT Corporation’s subscribers multiplied by a rate per minute.

 

(2) As of December 31, 2006, the Company is involved in 26 lawsuits as the defendant for total claims of (Won)11,018 million and has filed 16 lawsuits as the plaintiff for the total claims of (Won)5,919 million. The Company’s management believes that the outcome of these lawsuits will not have a material impact on the financial statements.

 

21. SEGMENT INFORMATION:

 

The Company has two reportable operating segments: PCS service and sales of PCS handsets. The segments are managed separately based on the difference in products and services. The accounting policies of the segments are the same as those described in Note 2.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Details of the Company’s business segment operations for the years ended December 31, 2004, 2005 and 2006 are as follows (Won in millions):

 

2004


   PCS service

   PCS handsets

    Total

Operating revenue

   (Won) 5,830,818    (Won) 112,074     (Won) 5,942,892

Operating income

     528,987      11,160       540,147

Ordinary income

     308,610      6,978       315,588

Interest income

     12,691      141       12,832

Interest expense

     220,606      2,082       222,688

Income tax expense

     24,709      857       25,566

Depreciation

     992,900      3,144       996,044

Property and equipment, net(*)

     4,417,615      12,594       4,430,209

Capital expenditures

     945,623      9,496       955,119

2005


   PCS service

   PCS handset

    Total

Operating revenue

   (Won) 6,051,789    (Won) 68,700     (Won) 6,120,489

Operating income

     824,796      2,948       827,744

Ordinary income

     610,653      (5,856 )     604,797

Interest income

     9,406      —         9,406

Interest expense

     184,695      2,006       186,701

Income tax expense

     63,650      (7,140 )     56,510

Depreciation

     1,037,761      5,261       1,043,022

Property and equipment, net(*)

     4,050,656      17,960       4,068,616

Capital expenditures

     712,704      14,819       727,523

2006


   PCS service

   PCS handsets

    Total

Operating revenue

   (Won) 6,507,350    (Won) 99,991     (Won) 6,607,341

Operating income

     668,747      13,913       682,660

Ordinary income

     513,770      2,057       515,827

Interest income

     26,213      —         26,213

Interest expense

     142,189      3,055       145,244

Income tax expense

     102,068      951       103,019

Depreciation

     1,034,083      6,983       1,041,066

Property and equipment, net(*)

     4,121,590      19,869       4,141,459

Capital expenditures

     1,217,965      14,516       1,232,481

(*) Construction in progresses is not included.

 

22. RECONCILIATION TO ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES:

 

Accounting practices used by the Company in preparing the accompanying financial statements in conformity with generally accepted accounting principles in the Republic of Korea (“Korean GAAP”), but do not conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant differences applicable to the Company are described below. Other differences do not have a significant effect on either net income or shareholders’ equity.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(1) Restatement of previously reported US GAAP information

 

In the process of preparing the consolidated financial statements as of and for the year ended December 31, 2006, the Company identified errors in its reconciliation to US GAAP as of and for the year ended December 31, 2005. The errors relate to the application of Statement of Financial Accounting Standards (“SFAS”) No. 141 Business Combination (“SFAS No. 141”) and Statement of Financial Accounting Standards (“SFAS”) No. 109 Accounting for Income Tax (“SFAS No. 109”) in connection with the Company’s merger with KTM.Com Co., Ltd. in 2001 (the “Merger”).

 

As stated in Note 22 (9), under U.S. GAAP, assets and liabilities related to the Merger were transferred from KTM.Com Co., Ltd. to the Company at fair value and the difference between the fair value of capital stock issued and the fair value of net assets transferred was recorded as intangible assets and goodwill (for which there was no tax base). The Company also recorded deferred tax liabilities for the goodwill and intangible assets against its additional paid in capital. However, under SFAS No. 109, no deferred taxes should be recognized for such goodwill. In addition, under SFAS 141, the deferred tax liabilities recorded for intangible assets should have been recorded against goodwill and not against additional paid in capital. As a result, the US GAAP amounts previously reported as of December 31, 2005 have been restated as follows (Won in million):

 

     2005

Shareholder’s equity based on U.S. GAAP as previously reported

   (Won) 4,649,584

Effect of restatement:

      

Adjustment for correction of errors in connection with Merger

     343,960
    

Shareholder’s equity based on U.S. GAAP as restated

   (Won) 4,993,544
    

 

     As previously
reported


   Effect of
restatement


    As restated

Current assets

   (Won) 2,823,851    (Won) —       (Won) 2,823,851

Non-current assets

     6,535,881      173,386       6,709,267
    

  


 

Total assets

   (Won) 9,359,732    (Won) 173,386     (Won) 9,533,118
    

  


 

Current liabilities

   (Won) 1,774,570    (Won) —       (Won) 1,774,570

Long-term liabilities

     2,927,920      (170,574 )     2,757,346

Minority interest in consolidated subsidiaries

     7,658      —         7,658
    

  


 

Total liabilities and Minority interest in consolidated subsidiaries

   (Won) 4,710,148    (Won) (170,574 )   (Won) 4,539,574
    

  


 

 

(2) Consolidated Subsidiary

 

Under Korean GAAP, as explained in Note 1(2) to the consolidated financial statements, investments in subsidiaries and controlled entities are consolidated, except for companies with total assets as of the prior year end of less than (Won)7,000 million. Generally, substantial control is deemed to exist when the investor is the largest shareholder and owns more than 30 percent of total outstanding voting stock. However, U.S. GAAP generally requires that all majority-owned subsidiaries be consolidated and that any entity of which the Company owns twenty to fifty percent of total outstanding voting stock not be consolidated; rather that entity should be accounted for under the equity method.

 

Under U.S. GAAP, if a business enterprise has a controlling financial interest in a variable interest entity, which is defined by FASB Interpretation No. 46 Revised ("FIN 46R"), the assets, liabilities and results of the

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

activities of the variable interest entity should be included in the consolidated financial statements with those of the business enterprise. Under the Korean GAAP, there is no specific provision for the accounting treatment of variable interest entities.

 

(3) Capitalization of foreign currency translation gain (loss)

 

As explained in Note 2, under previous Korean GAAP, certain unrealized foreign currency translation gains and losses were excluded from the results of operations and included in the cost of property and equipment. However, under U.S. GAAP, all unrealized foreign currency translation gains and losses on monetary assets and liabilities are to be included in the current year’s results of operations.

 

The amounts of foreign currency translation gains and losses included in property and equipment under previous Korean GAAP were adjusted to comply with U.S. GAAP.

 

(4) Interest Capitalization

 

As explained in Note 2, the Company elected, under Korean GAAP, starting from January 1, 2003, to no longer capitalize interest expense. However, under U.S. GAAP, the Company’s policy is to capitalize interest that would have theoretically been avoided had expenditures not been made for assets, which require a period of time to get them ready for their intended uses.

 

(5) Licensing Cost

 

Under Korean GAAP, the licensing cost paid by the initial shareholders to obtain the operating licenses prior to the establishment of the Company were not recorded in the accounts of the Company.

 

Under U.S. GAAP, licensing costs were accounted for as an intangible asset and capital surplus at the time of establishment of the Company.

 

Since the Company determined the useful life of licensing cost of second generation (“2G”) service to be indefinite, the Company determined not to amortize the related costs until December 31, 2005.

 

On December 31, 2005, the Korea Communication Act (“Act”) was revised, which is effective July 1, 2006. Under the Act, the right of the use of frequency for second generation (“2G”) will be expired by June, 2011. As such, the Company is amortizing licensing cost of 2G of (Won)162,708 million over remaining useful life and amortization expenses for the year ended 2006 is (Won)29,583 million.

 

(6) Deferred Charges

 

Deferred charges in intangibles consist primarily of development costs. The development costs which are recoverable from future earnings are deferred under Korean GAAP.

 

Under U.S. GAAP, development costs are charged to expenses when incurred and are classified as operating expenses.

 

(7) Revenue Recognition

 

Under Korean GAAP, activation fees are recorded as revenue when billed and the related direct incremental acquisition costs are expensed as incurred.

 

Under U.S. GAAP, such amounts are deferred and recognized over the period of the customer relationship.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(8) Handset Subsidies to Long-time Mobile Subscribers

 

Under Korean GAAP, handset subsidies are recorded as operating expenses. Under US GAAP, such amounts are recorded as reduction of revenue.

 

(9) Merger with KTM.Com Co., Ltd.

 

Under Korean GAAP, as KT Freetel and KTM.Com Co., Ltd. were subsidiaries of KT Corporation prior to merger, assets and liabilities were transferred from KTM.Com Co., Ltd. to KT Freetel at book value and the difference between the par value of capital stock issued and the value of net assets transferred was recorded in the capital surplus account.

 

Under U.S. GAAP, as KT Freetel and KTM.Com Co., Ltd. were not subsidiaries but equity method investees of KT Corporation prior to merger, assets and liabilities were transferred from KTM.Com Co., Ltd. to KT Freetel at fair value and the difference between the fair value of capital stock issued and the fair value of net assets transferred was recorded as intangible assets and goodwill.

 

The Company classified the intangible assets into three components: subscriber base, licensing cost and goodwill.

 

(10) Merger with KT ICOM

 

Under Korean GAAP, as KT Freetel and KT ICOM were subsidiaries of KT Corporation prior to the merger, assets and liabilities were transferred from KT ICOM to KT Freetel at book value as shown in the consolidated financial statements of KT Corporation and the difference between the par value of capital stock issued and the value of net assets transferred was recorded in the capital surplus account.

 

The merger was not accounted for as a merger of entities under common control as KT Freetel and KT ICOM are not subsidiaries of KT Corporation under U.S. GAAP.

 

Under U.S. GAAP, assets and liabilities were transferred from KT ICOM to KT Freetel at fair value. As the fair value of net assets transferred amounting to (Won)228,244 million exceed the fair value of capital stock issued amounting to (Won)190,755 million, the non-current assets of (Won)37,489 million were reduced proportionally.

 

(11) Goodwill and Other Intangibles

 

Under Korean GAAP, the purchase price over the fair value of net assets being acquired was recorded as goodwill and it is amortized over 20 years. Impairment loss is recognized when the carrying amount of goodwill exceeds the fair value.

 

Under SFAS No. 142—“Goodwill and Intangible Assets”, intangible assets with finite lives continue to be amortized over their useful economic lives. Goodwill and intangible assets with indefinite lives are not amortized, but tested for impairment, at least annually.

 

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KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

In accordance with SFAS No. 142, the goodwill and intangibles acquired from KTM.Com and KT ICOM and amortization expense for the years ended December 31, 2004, 2005 and 2006 are as follows (Won in millions):

 

          Initial amount

   Beginning of
year


   Amortization expense

            2004

   2005

   2006

KTM .Com

   Goodwill    (Won) 753,065    (Won) 702,861    (Won) —      (Won) —      (Won) —  
    

Subscriber base

     605,563      —        162,204      54,068      —  
    

Licensing cost

     83,875      80,208      —        —        14,583

KT ICOM

   Frequency use right      1,194,045      1,000,212      91,945      94,134      89,283

 

This goodwill and licensing cost were amortized over the estimated periods to be benefited until 2001 before the adoption of SFAS No. 142.

 

Since the Company determined the useful life of licensing cost of second generation (“2G”) service to be indefinite, the Company determined not to amortize the related costs until December 31, 2005.

 

On December 31, 2005, the Korea Communication Act (“Act”) was revised, which is effective July 1, 2006. Under the Act, the right of the use of frequency for second generation (“2G”) will be expired by June, 2011. As such, the Company will amortize licensing cost of 2G of (Won)80,208 million over remaining useful life.

 

(12) Disposal of Trade Accounts and Notes Receivable

 

Under Korean GAAP, the transaction between KT Freetel and Shinhan Bank Trust is recorded as a sale of trade accounts and notes receivable. Under U.S. GAAP, this transaction does not qualify for sale accounting and as such, the transaction is classified as borrowings.

 

(13) Investor-level goodwill

 

Under Korean GAAP, for investments in affiliated companies accounted for using the equity method, the excess of acquisition cost of the affiliates over the Company’s share of their net assets at the acquisition date is being amortized by the straight-line method over its estimated useful life. Under U.S. GAAP, the investor-level goodwill is not amortized, but instead tested for impairment in accordance with APB No. 18. The investor-level goodwill which is recorded only at the investor’s financial statements represents the excess of the acquisition cost of equity method investees over the fair value of investor’s share of net identifiable assets acquired.

 

(14) Additional Equity Investment in Subsidiaries

 

Under Korean GAAP, when additional interest is acquired after acquiring a majority interest in a subsidiary, the differences between the Company’s acquisition cost of the additional interest and the corresponding carrying amount of the acquired additional interest in a subsidiary is presented as an adjustment to capital surplus. Under U.S. GAAP, the cost of an additional interest would be allocated based on the fair value of net assets at the time the additional interest is acquired, with the excess allocated to goodwill.

 

(15) Minority Interests in Consolidated Subsidiary

 

Under Korean GAAP, minority interests in consolidated subsidiaries are presented as a component of shareholders’ equity in the consolidated balance sheets. Under U.S. GAAP, minority interests in consolidated subsidiaries are not included in shareholders’ equity; rather, it is presented between liabilities and shareholders’ equity item in the consolidated balance sheets.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(16) Accrued Severance Benefits

 

Under the Korean labor law, employees with more than one year of service are entitled to receive a lump sum payment upon voluntary or involuntary termination of their employment. The amount of the benefit is based on the terminated employee’s length of employment and rate of pay prior to termination. Korean GAAP requires that a company record the vested benefit obligation at the balance sheet date assuming all employees were to terminate their employment as of that date. The change in the vested benefit obligation during the year is recorded as the current year’s severance expense.

 

Under US GAAP, the accrual for severance indemnities is also computed as if all employees were to terminate at the balance sheet date as allowed under EITF 88-1, “Determination of Vested Benefit Obligation for a Defined Benefit Pension Plan.”

 

The Company expects to pay the following future benefits over next 10 years to its employees upon their normal retirement age (Won in million):

 

Year


   Amount

Prior to 2014

   (Won) —  

2014

     529

2015

     1,680

2017

     1,635
    

     (Won) 3,844
    

 

The above amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their expected retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before their normal retirement age.

 

(17) Comprehensive Income

 

Under Korean GAAP, there is no requirement to present comprehensive income. U.S. GAAP requires the presentation of comprehensive income and its components in the financial statements. Comprehensive income includes all changes in shareholders’ equity during a period except those resulting from investment by, or distribution to owners, including certain items not included in the current year’s results of operations.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

Comprehensive income for the years ended December 31, 2004, 2005 and 2006 and accumulated other comprehensive income balance as of December 31, 2004, 2005 and 2006 is summarized as follows:

 

     Korean Won

 
     2004

    2005

    2006

 
     (In millions)  

Net income as adjusted in accordance with U.S. GAAP

   (Won) 173,856     (Won) 503,798     (Won) 402,991  
    


 


 


Other comprehensive income, net of tax:

                        

Foreign currency translation adjustments

     —         (89 )     24  

Unrealized gain (loss) on investments, net of tax of (Won)697 million in 2004, (Won)990 million in 2005 and (Won)1,860 million in 2006

     (1,649 )     5,989       4,904  

Realized gain (loss) included in earnings due to sale of investment securities, net of tax of (Won)1,240 million in 2005 and (Won)1,524 million in 2006

     —         (3,268 )     (4,017 )
    


 


 


Comprehensive income as adjusted in accordance with U.S. GAAP

   (Won) 172,207     (Won) 506,430     (Won) 403,902  
    


 


 


Accumulated other comprehensive income (loss) balance

                        

Foreign currency translation adjustments

   (Won) —       (Won) (89 )   (Won) (65 )

Unrealized gain (loss) on investments(*)

     3,537       6,258       7,145  
    


 


 


     (Won) 3,537     (Won) 6,169     (Won) 7,080  
    


 


 



(*) A portion of minority interest was excluded.

 

(18) New Accounting Pronouncements

 

In July 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). FIN 48 requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. We are required to adopt FIN 48 effective January 1, 2007. The cumulative effect of initially adopting FIN 48 will be recorded as an adjustment to opening retained earnings in the year of adoption and will be presented separately. Only tax positions that meet the more likely than not recognition threshold at the effective date may be recognized upon adoption of FIN 48. We are currently evaluating the impact this new standard will have on our future results of operations and financial position.

 

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurement (SFAS No. 157). SFAS No. 157 expands disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and establishes a hierarchy that categorizes and prioritizes the sources to be used to estimate fair value. We are required to adopt SFAS No. 157 effective January 1, 2008 on a prospective basis. We are currently evaluating the impact this new standard will have on our future results of operations and financial position.

 

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to elect to measure many financial instruments and certain other items at fair value. Upon adoption of SFAS No. 159, an entity may elect the fair value option for eligible items that exist at the adoption date. Subsequent to the initial adoption, the election of the fair value option should only be made at initial recognition of the asset or liability or upon a remeasurement event that gives rise to new-basis accounting. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value nor does it eliminate disclosure requirements included in other accounting standards. SFAS No. 159

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

is effective for fiscal years beginning after November 15, 2007 and may be adopted earlier but only if the adoption is in the first quarter of the fiscal year. We are currently assessing whether adoption of SFAS 159 will have an impact on our financial statements.

 

(19) Effect on Net Earnings and Shareholders’ Equity

 

The effects of the significant adjustments to net earnings and shareholders’ equity that are required if U.S. GAAP were applied instead of Korean GAAP are summarized as follows (Won in millions, except per share amounts):

 

     2004

    2005

    2006

 

Net income under Korean GAAP

   (Won) 287,863     (Won) 547,297     (Won) 412,001  
    


 


 


Adjustments:

                        

(3) Capitalization of foreign currency translation gain (loss), net

     819       820       (228 )

(4) Interest capitalization

     12,403       (1,050 )     (1,881 )

(5) Licensing cost

     —         —         (29,583 )

(6) Deferred charges(*1)

     (3,693 )     (5,058 )     4,809  

(7) Revenue recognition

     (1,075 )     (3,348 )     (15,290 )

(10) Merger with KT ICOM

     2,884       2,884       6,640  

(11) Amortization of subscriber base

     (162,204 )     (54,068 )     —    

(12) Disposal of trade accounts and notes receivable

     (6,385 )     (179 )     (147 )

(13) Investor-level goodwill

     —         —         1,928  

Deferred tax effect of U.S. GAAP adjustments

     43,244       16,500       24,742  
    


 


 


       (114,007 )     (43,499 )     (9,010 )
    


 


 


Adjusted net income under U.S. GAAP

   (Won) 173,856     (Won) 503,798     (Won) 402,991  
    


 


 


Basic earnings per share

   (Won) 946     (Won) 2,774     (Won) 2,004  
    


 


 


Diluted earnings per share

   (Won) 946     (Won) 2,774     (Won) 2,004  
    


 


 


 

     2005
As restated

    2006

 

Shareholders’ equity under Korean GAAP

   (Won) 4,206,722     (Won) 4,320,151  
    


 


Adjustments:

                

(3) Capitalization of foreign currency translation gain (loss), net

     (607 )     (835 )

(4) Interest capitalization

     68,739       66,858  

(5) Licensing cost

     162,708       133,125  

(6) Deferred charges

     (11,961 )     (7,152 )

(7) Revenue recognition

     (6,166 )     (21,456 )

(9) Merger with KTM.Com(*2)

     688,653       688,653  

(10) Merger with KT ICOM

     (31,481 )     (40,679 )

(12) Disposal of trade accounts and notes receivable

     147       —    

(13) Investor-level goodwill

     —         1,928  

(14) Additional equity investment in subsidiaries

     —         1,132  

(15) Minority interests in consolidated subsidiary

     (20,787 )     (11,095 )

Deferred tax effect of U.S.GAAP adjustments

     (62,423 )     (32,978 )
    


 


       786,822       777,501  
    


 


Shareholders’ equity under U.S. GAAP

   (Won) 4,993,544     (Won) 5,097,652  
    


 



(*1) Including the impairment loss of development cost (net of minority interests)
(*2) Licensing cost related to merger with KTM.Com was moved into Licensing cost section.

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The condensed balance sheets in accordance with U.S. GAAP as of December 31, 2005 and 2006 are as follows (Won in millions):

 

     2005
As restated

   2006

Assets:

             

Current assets

   (Won) 2,823,851    (Won) 2,462,797

Non-current assets

     6,709,267      6,479,293
    

  

     (Won) 9,533,118    (Won) 8,942,090
    

  

Liabilities:

             

Current liabilities

   (Won) 1,774,570    (Won) 2,061,279

Long-term liabilities

     2,757,346      1,773,901
    

  

       4,531,916      3,835,180

Minority interest in consolidated subsidiaries

     7,658      9,258

Shareholders' equity

     4,993,544      5,097,652
    

  

     (Won) 9,533,118    (Won) 8,942,090
    

  

 

The following table reconciles cash flows from operating, investing and financing activities for the years ended December 31, 2004, 2005 and 2006 under Korean GAAP, as reported in the consolidated financial statements to cash flows from operating, investing and financing activities for the years ended December 31, 2004, 2005 and 2006 under U.S. GAAP (in millions of Korean won) :

 

    2004

    2005

    2006

 

Cash flows from operating activities based on Korean GAAP

  (Won) 919,998     (Won) 2,218,891     (Won) 1,943,729  

Adjustments :

                       

Trading securities

    516       (240,000 )     241,823  

Asset securitization transactions

    218,225       —         —    

Difference of Consolidation scope (Note1)

    —         (1,021 )     —    
   


 


 


Cash flows from operating activities based on U.S. GAAP

  (Won) 1,138,739     (Won) 1,977,870     (Won) 2,185,552  
   


 


 


Cash flows from investing activities based on Korean GAAP

  (Won) (936,452 )   (Won) (1,324,036 )   (Won) (861,383 )

Adjustments :

                       

Trading securities

    (516 )     240,000       (241,823 )

Asset securitization transactions

    (15,228 )     —         —    

Difference of Consolidation scope (Note1)

    —         6,082       —    
   


 


 


Cash flows from investing activities based on U.S. GAAP

  (Won) (952,196 )   (Won) (1,077,954 )   (Won) (1,103,206 )
   


 


 


Cash flows from financing activities based on Korean GAAP

  (Won) 26,971     (Won) (618,797 )   (Won) (784,013 )

Adjustments :

                       

Asset securitization transactions

    (237,733 )     —         —    

Difference of Consolidation scope (Note1)

    —         (20,282 )     —    
   


 


 


Cash flows from financing activities based on U.S. GAAP

  (Won) (210,762 )   (Won) (639,079 )   (Won) (784,013 )
   


 


 


Cash and cash equivalents at end of the year based on Korean GAAP

  (Won) 30,941     (Won) 307,600     (Won) 590,712  

Adjustments :

                       

Difference of Consolidation scope (Note1)

    —         (15,221 )     —    
   


 


 


Cash and cash equivalents at end of the year based on U.S. GAAP

  (Won) 30,941     (Won) 292,379     (Won) 590,712  
   


 


 


 

(Note1) Reconciling items affecting cash flows related to difference in consolidation between Korean GAAP and U.S. GAAP (See Note 22 (2)).

 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

(20) Additional acquisition of the Company’s common stocks by KT Corporation (Unaudited)

 

KT Corporation acquired additional shares of KTF during the period from February 28, 2006 to September 15, 2006. KT Corporation’s ownership percentage of KTF increased from 44.6% to 50.8% as a result of the series of acquisition. Percentage of ownership exceeded 50% as of August 20, 2006 and accordingly, KT Corporation became the majority shareholder and began to consolidate the financial statements of KTF which were previously accounted for using the equity method until August 19, 2006. Percentage of ownership of KTF is 52.2% as of December 31, 2006 due to retirement of treasury stock by KTF.

 

Condensed statements of income and condensed statements of cash flows pre and post of August 20, 2006 under Korean GAAP are as follows (Won in millions, except per share amounts):

 

Condensed statement of income

 

     Jan. 1, 2006-
Aug. 20, 2006

    Aug. 20, 2006-
Dec. 31, 2006


    Total

 
     (Unaudited)     (Unaudited)        

Operating revenue

   (Won) 4,171,956     (Won) 2,435,385     (Won) 6,607,341  

Operating expenses

     3,766,567       2,158,114       5,924,681  
    


 


 


Operating income

     405,389       277,271       682,660  
    


 


 


Other expenses, net

     (113,280 )     (53,553 )     (166,833 )
    


 


 


Ordinary income

     292,109       223,718       515,827  

Income tax expenses

     (67,197 )     (35,822 )     (103,019 )

Minority interests in net income (loss) of consolidated subsidiaries

     4,562       (5,369 )     (807 )
    


 


 


Net income

   (Won) 229,474     (Won) 182,527     (Won) 412,001  
    


 


 


Earnings per share

   (Won) 1,141     (Won) 908     (Won) 2,049  
    


 


 


Diluted earnings per share

   (Won) 1,141     (Won) 908     (Won) 2,049  
    


 


 


 

Condensed statement of cash flows:

 

     Jan. 1, 2006-
Aug. 20, 2006

    Aug. 20, 2006-
Dec. 31, 2006


    Total

 
     (Unaudited)     (Unaudited)        

Cash flows from operating activities

   (Won) 1,094,810     (Won) 848,919     (Won) 1,943,729  

Cash flows from investing activities

     (704,525 )     (156,858 )     (861,383 )

Cash flows from financing activities

     (403,874 )     (380,139 )     (784,013 )
    


 


 


Net increase (decrease) in cash and cash equivalents

     (13,589 )     311,922       298,333  

Decrease from changes in consolidated subsidiaries

     (15,221 )     —         (15,221 )

Cash and cash equivalents at beginning of the year

     307,600       278,790       307,600  
    


 


 


Cash and cash equivalents at end of the year

   (Won) 278,790     (Won) 590,712     (Won) 590,712  
    


 


 


 

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Table of Contents

KT FREETEL CO., LTD. AND SUBSIDIARIES

 

Notes to Consolidated Financial Statements—(Continued)

 

The effects of the significant adjustments to net earnings that are required if U.S. GAAP were applied instead of Korean GAAP are summarized as follows (Won in millions, except per share amounts):

 

     Jan. 1, 2006-
Aug. 20, 2006

    Aug. 20, 2006-
Dec. 31, 2006


    Total

 
     (Unaudited)     (Unaudited)        

Net income under Korean GAAP

   (Won) 229,474     (Won) 182,527     (Won) 412,001  
    


 


 


Adjustments:

                        

(3) Capitalization of foreign currency translation gain (loss), net

     (287 )     59       (228 )

(4) Interest capitalization

     (1,777 )     (104 )     (1,881 )

(5) Licensing cost

     (18,885 )     (10,698 )     (29,583 )

(6) Deferred charges

     5,389       (580 )     4,809  

(7) Revenue recognition

     (7,305 )     (7,985 )     (15,290 )

(10) Merger with KT ICOM

     5,157       1,483       6,640  

(12) Disposal of trade accounts and notes receivable

     (79 )     (68 )     (147 )

(13) Investor- level goodwill

     1,413       515       1,928  

Deferred tax effect of U.S. GAAP adjustments

     20,993       3,749       24,742  
    


 


 


       4,619       (13,629 )     (9,010 )
    


 


 


Adjusted net income under U.S. GAAP

   (Won) 234,093     (Won) 168,898     (Won) 402,991  
    


 


 


Basic earnings per share

   (Won) 1,164     (Won) 840     (Won) 2,004  
    


 


 


Diluted earnings per share

   (Won) 1,164     (Won) 840     (Won) 2,004  
    


 


 


 

The following table reconciles cash flows from operating, investing and financing activities for the period from January 1, 2006 to August 20, 2006 and from August 21, 2006 to December 31, 2006 under Korean GAAP, as reported in the consolidated financial statements to cash flows from operating, investing and financing activities for the period from January 1, 2006 to August 20, 2006 and from August 21, 2006 to December 31, 2006 under U.S. GAAP (in millions of Korean won):

 

    Jan. 1, 2006-
Aug. 20, 2006


    Aug. 20, 2006-
Dec. 31, 2006


    Total

 
    (Unaudited)     (Unaudited)        

Cash flows from operating activities based on Korean GAAP

  (Won) 1,094,810     (Won) 848,919     (Won) 1,943,729  

Adjustments :

                       

Trading securities

    (32,545 )     274,368       241,823  
   


 


 


Cash flows from operating activities based on U.S. GAAP

  (Won) 1,062,265     (Won) 1,123,287     (Won) 2,185,552  
   


 


 


Cash flows from investing activities based on Korean GAAP

  (Won) (704,525 )   (Won) (156,858 )   (Won) (861,383 )

Adjustments :

                       

Trading securities

    32,545       (274,368 )     (241,823 )
   


 


 


Cash flows from investing activities based on U.S. GAAP

  (Won) (671,980 )   (Won) (431,226 )   (Won) (1,103,206 )
   


 


 


Cash flows from financing activities based on Korean GAAP

  (Won) (403,874 )   (Won) (380,139 )   (Won) (784,013 )

Adjustments :

    —         —         —    
   


 


 


Cash flows from financing activities based on U.S. GAAP

  (Won) (403,874 )   (Won) (380,139 )   (Won) (784,013 )
   


 


 


Cash and cash equivalents at end of the year based on Korean GAAP

  (Won) 278,790     (Won) 590,712     (Won) 590,712  

Adjustments :

    —         —         —    
   


 


 


Cash and cash equivalents at end of the year based on U.S. GAAP

  (Won) 278,790     (Won) 590,712     (Won) 590,712  
   


 


 


 

A-45


Table of Contents

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.

 

KT CORPORATION

(Registrant)

/s/ JOONG-SOO NAM
Name:   Joong-Soo Nam
Title:   President and Chief Executive Officer

 

Date: June 30, 2008


Table of Contents

Exhibit Index

 

1    Articles of Incorporation of KT Corporation (English translation) Form of Common Stock Certificate of KT Corporation, par value Won 5,000 per share (including translation in English)
2.1*    Deposit Agreement dated as of May 25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(i) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
2.2*    Form of Amendment No. 1 Deposit Agreement dated as of May 25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(ii) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
2.3*    Letter from Citibank, N.A., as depositary, to the Registrant relating to the pre-release of the American depositary receipts (incorporated herein by reference to the Registrant’s Registration Statement (Registration No. 333-10330) on Form F-6)
2.4    Letter from Citibank, N.A., as depositary, to the Registrant relating to the establishment of a direct registration system for ADSs and the issuance of uncertified ADSs as part of the direct registration system.
8.1    List of subsidiaries of KT Corporation
12.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1    The Telecommunications Basic Law (English translation)
15.2    Enforcement Decree of the Telecommunications Basic Law (English translation)
15.3    The Telecommunications Business Act (English translation)
15.4    Enforcement Decree of the Telecommunications Business Act (English translation)

* Filed previously
EX-1 2 dex1.htm ARTICLES OF INCORPORATION OF KT CORPORATION Articles of Incorporation of KT Corporation

EXHIBIT 1

 

THE ARTICLES OF INCORPORATION

OF

KT Corporation

 

Adopted on October 1, 1997

 

Amended on December 8, 1997

 

September 18, 1998

 

March 19, 1999

 

March 24, 2000

 

March 21, 2001

 

March 22, 2002

 

August 20, 2002

 

March 14, 2003

 

March 12, 2004

 

March 11, 2005

 

August 19, 2005

 

March 10, 2006

 

March 16, 2007

 

CHAPTER I. GENERAL PROVISIONS

 

Article 1. (Name) The name of the Corporation shall be “Chusik Hoesa KT”, which shall be written in English as “KT Corporation” (hereafter “KT”).

 

Article 2. (Purpose) The objective of KT is to engage in the following business activities:

 

  1. Information and communications business;

 

  2. New media business;

 

  3. Development and sale of software and contents;

 

  4. Sale and distribution of information communication equipment;

 

  5. Testing and inspection of information communication equipment, device or facilities;

 

  6. Advertisement business;

 

  7. Retail business via telephone, mail order or online;

 

  8. IT facility construction business and electrical construction business;

 

  9. Real estate and housing business;

 

  10. Electronic banking and finance business;

 

  11. Education and learning service business;

 

  12. Security service business (Machinery system surveillance service, Facilities security service, etc);

 

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  13. Research and technical development, education, training and promotion, overseas businesses, and export and import, manufacture and distribution related to activities mentioned in Subparagraphs 1 through 12; and

 

  14. Any and all other activities or businesses incidental to or necessary for the attainment of the foregoing.

 

Article 3. (Location of Offices) The head office of KT (the “head office”) shall be located in Seoul or Kyunggi Province. KT may establish requisite sub-offices at site(s) pursuant to resolution of the Board of Directors.

 

Article 4. (Method of Public Notice) Public notices by KT shall be given in The Seoul Shinmun circulated in Seoul, Republic of Korea. Provided, however, that if the public notices cannot be published in The Seoul Shinmun due to unavoidable circumstances, such public notices may be given in any daily newspaper published in Seoul, Republic of Korea.

 

CHAPTER II. SHARES OF STOCK

 

Article 5. (Amount of Authorized Capital)

 

The total number of shares authorized to be issued by KT shall be one billion shares.

 

Article 6. (Par Value and Types of Shares and Share Certificates)

 

(1) Par value per share issued by KT shall be 5,000 Korean Won. The type of shares shall be common shares and preferred shares, both of which shall be in registered form.

 

(2) Share certificates shall be in eight (8) denominations of one (1), five (5), ten (10), fifty (50), one hundred (100), five hundred (500), one thousand (1000) and ten thousand (10,000) shares.

 

Article 7. (Shares to be Issued at the Time of Incorporation)

 

The total number of shares to be issued by KT at the time of incorporation shall be 395,675,369 shares.

 

Article 8. (Number and Description of Preferred Shares)

 

(1) The total number of Preferred Shares to be issued by KT shall be up to one-fourth (1/4) of the total number of shares issued and outstanding, which shall be without voting rights.

 

(2) Dividends on Preferred Shares shall be an amount not less than nine (9) percent p.a. of the par value as determined by the Board of Directors at the time of issuance.

 

(3) If the dividends on the Common Shares exceed those on Preferred Shares, the excess dividend amount shall also be paid to the holders of Preferred Shares commensurate to the rate applicable to Common Shares.

 

(4) If dividends on Preferred Shares are not paid for any fiscal year, the holders of such Preferred Shares shall be entitled to receive such accumulated unpaid dividend in priority to the holders of Common Shares from the dividends payable in the next fiscal year.

 

Article 9. (Preemptive Rights)

 

(1) When KT issues new shares, the shareholders of KT shall be entitled to subscribe for such new shares in proportion to their existing shareholdings.

 

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(2) Notwithstanding Paragraph (1) above, new shares may be issued to persons other than the shareholders of KT, in the following cases:

 

  1. When the new shares are issued by public offering or subscribed by underwriters pursuant to Article (2) and Article (8) of the Securities and Exchange Act (“SEA”);

 

  2. When the members of the Employee Stock Ownership Association of KT have preemptive rights to subscribe for such new shares pursuant to Article 191-7 of the SEA;

 

  3. When the new shares are represented by depositary receipt pursuant to Article 192 of the SEA;

 

  4. When the new shares are issued by the exercise of stock options set forth in Article 10 of these Articles of Incorporation;

 

  5. When the new shares are issued in order to accomplish specific business purposes such as strategic alliance, inducement of foreign funds, other capital raising requirements, introduction of new technology, and improvement of financial structure.

 

  6. When the new shares are issued by a resolution of the Board of Directors through a general public offering pursuant to Article 189-3 of the SEA. However, in such case, the total number of the shares to be issued shall not exceed ten percent (10%) of the total number of KT issued and outstanding; or

 

  7. When there exists an immediate need for the company to raise funds, new shares can be issued to domestic and foreign financial institutions (enacted on March 21, 2001).

 

(3) The method of disposition of shares in respect of which preemptive rights have not been exercised or where fractions of shares occur shall be determined by a resolution of the Board of Directors.

 

(4) Notwithstanding Paragraph (1) above, shareholders who acquire shares in violation of any laws and regulations or these Articles of Incorporation shall not be entitled to subscribe for new shares in respect of such shares.

 

Article 10. (Stock Options)

 

(1) KT may grant stock options to its officers and employees who have contributed, or are capable of contributing, to the establishment, management or technical innovation of KT, except for officers or employees in any of the following cases, by a Special Resolution of the General Meeting of Shareholders pursuant to Article (189-4) of the SEA, to the extent not exceeding fifteen percent (15%) of the total number of issued shares, provided that KT may grant stock options by a resolution of the Board of Directors adopted by affirmative votes of two-thirds (2/3) of the directors in offices, to the extent not exceeding one percent (1%) of the total number of issued shares. In such case, the provision of the latter part of the Proviso of Paragraph 1 of Article 38 shall apply mutatis mutandis:

 

  1. The largest shareholder of KT and the Related Person thereto (refers to the Related Person as prescribed in Paragraph (2), Article (10-3) of the Enforcement Decree of the SEA. The same shall apply in this Article);

 

  2. Major Shareholders (refers to the Major Shareholders as prescribed in Paragraph (1) of Article (188) of the SEA. The same shall apply hereinafter) and the Related Person thereto; or

 

  3. Any person who shall become a Major Shareholder of KT by exercising his/her stock options.

 

(2) The proviso of Paragraph (1) shall not apply to the directors of KT, and the grant of stock options pursuant to the proviso of Paragraph (1) shall be approved by the General Meeting of Shareholders which is held after such grant of stock options.

 

(3) The shares to be issued to the officers or employees by the exercise of their stock options (in case where KT pays in cash or shares the difference between the exercise price of stock options and the market price, refers to the shares which are the basis for such calculation) shall be Common Shares in registered form.

 

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(4) The number of officers and employees of KT who are granted with stock options shall not exceed ninety nine percent (99%) of the total number of officers and employees in office. Stock options granted to one single officer or employee shall not exceed ten percent (10%) of total number of shares issued and outstanding.

 

(5) The exercise price per share of the stock options shall not be less than the price as set forth in the SEA.

 

(6) Unless otherwise provided for by the relevant laws, the exercise period of stock options shall be determined by separate agreements, to the extent that such exercise periods shall not exceed seven (7) years from the date two (2) years have elapsed after the date of the General Meeting of Shareholders or the Meeting of the Board of Directors at which a resolution to grant such stock option rights is adopted.

 

(7) KT may cancel the grant of stock options by a resolution of the Board of Directors in any of the following cases:

 

  1. When the relevant officer or employee of KT voluntarily retires from his/her office within two (2) years after the date of the General Meeting of Shareholders or the Meeting of the Board of Directors at which a resolution to grant such stock option rights is adopted;

 

  2. When the relevant officer or employee of KT is dismissed for substantial damages incurred to KT due to his/her willful misconduct or gross negligence; or

 

  3. When any event for the cancellation set forth in the agreement for granting such stock options occurs.

 

Article 11. (Base Date Regarding Dividends of the New Shares) (1) In case KT issues new shares through right issues, bonus issues and stock dividends, with respect to the distribution of dividends on the new shares, the new shares shall be deemed to have been issued at the end of the fiscal year immediately prior to the fiscal year during which the new shares are issued.

 

Article 12. (Transfer Agent)

 

(1) KT may appoint a transfer agent to make entries in the register of shareholders.

 

(2) The transfer agent, and the place and scope of business of the transfer agent shall be determined by a resolution of the Board of Directors, and a public notice shall be given thereof.

 

Article 13. (Report of Names, Addresses and Seals of Shareholders)

 

(1) Shareholders and registered pledges shall report their names, addresses, and seals to the transfer agent referred to in Article 12. Any changes thereto shall also be reported.

 

(2) Shareholders and registered pledgees who reside in foreign countries shall appoint and report the place where, and an agent to whom, notices will be given in Korea. Any changes there to shall also be reported.

 

Article 14. (Closing of the Register of Shareholders and the Record Date)

 

(1) KT shall suspend the entries of any changes into the register of shareholders regarding any rights on Shares from January 1 to January 31 of each year.

 

(2) KT shall let the shareholders who are entered into the register of shareholders on December 31 of each year exercise their rights thereof at the Ordinary General Meeting of Shareholders.

 

(3) KT may, for convening an Extraordinary General Meeting of Shareholders or when necessary, by a resolution of the Board of Directors, set the record date or close the register of shareholders for a certain period not exceeding three (3) months by giving at least two (2) weeks’ prior public notice.

 

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CHAPTER III. DEBENTURES

 

Article 15. (Issuance of Convertible Bonds)

 

(1) KT may issue convertible bonds to persons other than shareholders to the extent that the aggregate face value of the convertible bonds so issued shall not exceed 2 trillion (2,000,000,000,000) Korean Won. Provided that, the issuance of convertible bonds to persons other than shareholders may be made in cases provided for by any of the Subparagraphs of Paragraph (2) of Article 9.

 

(2) The Board of Directors may determine that the convertible bonds referred to in Paragraph (1) may be issued on the condition that conversion rights will be attached to only a portion of the convertible bonds.

 

(3) The type of shares to be issued upon conversion of convertible bonds shall be common shares. The conversion price, which shall be equivalent to or more than the par value of the shares, shall be determined by the Board of Directors at the time of issuance.

 

(4) The period during which conversion rights may be exercised shall commence on the date set forth in the SEA after the date of issuance of the relevant convertible bonds and end on the date immediately preceding the redemption date thereof. However, the Board of Directors may adjust the conversion period in accordance with relevant laws within the above period by its resolution.

 

(5) For the purposes of any distribution of dividends on the shares issued upon conversion or any payment of interest on the convertible bonds, the convertible bonds shall be deemed to have been converted into shares at the end of the fiscal year immediately preceding the fiscal year in which the relevant conversion rights are exercised.

 

Article 16. (Issuance of Bonds with Warrants)

 

(1) KT may issue bonds with warrants to persons other than shareholders to the extent that the aggregate face value of the bonds with warrants so issued shall not exceed 2 trillion (2,000,000,000,000) Korean Won. Provided that, the issuance of bonds with warrants to persons other than shareholders may be made in only in cases provided for by Subparagraphs of Paragraph (2) of Article 9.

 

(2) The amount of new shares which can be subscribed by the holders of the bonds with warrants shall be determined by the Board of Directors, provided that the maximum amount of such new shares shall not exceed the aggregate face value of the bonds with warrants.

 

(3) The type of shares to be issued upon exercise of warrants shall be common shares. The issue price, which shall be equivalent to or more than the par value of the shares, shall be determined by the Board of Directors at the time of issuance.

 

(4) The period during which warrants may be exercised shall commence on the date set forth in the SEA after the date of issuance of the relevant bonds with warrants and end on the date immediately preceding the redemption date thereof. Provided that, the Board of Directors may adjust the conversion period in accordance with the relevant laws within the above period by its resolution.

 

(5) For the purposes of any distribution of dividends on the shares issued upon exercise of warrants, shares shall be deemed to have been issued at the end of the fiscal year immediately preceding the fiscal year in which the subscription monies therefor are fully paid.

 

Article 17. (Applicable Provisions regarding Issuance of Bonds) The provisions of Articles 12 and 13 shall apply mutatis mutandis to the issuance of bonds.

 

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CHAPTER IV. GENERAL MEETING OF SHAREHOLDERS

 

Article 18. (Convening of General Meeting)

 

(1) Ordinary General Meeting of Shareholders shall be convened within three (3) months after the end of each fiscal year, and Extraordinary General Meeting of Shareholders may be convened at any time, by the President pursuant to a resolution of the Board of Directors except as otherwise provided by the relevant laws and regulations. Provided, however, that Article (29), Paragraph (2) shall apply mutatis mutandis in the event the President fails to perform his duties.

 

(2) Notice of the General Meeting of Shareholders specifying the time, place and purpose thereof shall be sent to each shareholder two (2) weeks prior to the date set for the General Meeting of Shareholders. However, such notice to the shareholders who hold less than one-hundredth (1/100) of the total number of shares with voting rights may be given in the form of a public notice of the meeting appearing twice or more in The Seoul Shinmun, The Maeil Business Newspaper and The Korean Economic Daily instead.

 

(3) General Meeting of Shareholders shall be held at the location of the head office, Seoul or its neighboring place.

 

Article 19. (Chairman) The President shall preside at the General Meeting of Shareholders; provided, however, that Paragraph (2) of Article 29 shall apply mutatis mutandis in the event that the President fails to perform his duties.

 

Article 20. (Chairman’s Right to Maintain Order)

 

(1) The Chairman shall suspend or cancel the proposal of any person who intentionally disrupts, by speech or behavior, the proceedings of the General Meeting of Shareholders or shall order such person to leave the General Meeting of Shareholders.

 

(2) If the Chairman deems it necessary for the smooth proceeding of the General Meeting of Shareholders, the Chairman may restrict the time and frequency of a shareholder’s proposal.

 

Article 21. (Voting by Proxy)

 

(1) A shareholder may exercise its voting rights by proxy.

 

(2) The proxy described in Paragraph (1) must file with KT a power of attorney before the opening of the General Meeting.

 

Article 22. (Method of Adoption of Resolutions) Resolutions of the General Meetings of Shareholders, except as otherwise provided by the relevant laws and regulations, shall be adopted if the approval of a majority vote of the shareholders present at such meeting is obtained and such majority also represents at least one-fourth (1/4) of the total number of shares issued and outstanding.

 

Article 22-2 (Exercise of Voting Rights by Writing)

 

(1) The Shareholders may exercise their voting rights by writing without attending the General Meetings of Shareholders in person.

 

(2) In case of Paragraph (1) above, KT shall send the notice of convening the General Meeting of Shareholders, together with written documents and reference materials necessary for the Shareholders to exercise their voting rights.

 

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(3) The Shareholders desiring to exercise their voting rights by writing shall enter necessary matters in the written documents under paragraph (2) and submit them to KT by the date immediately preceding the date set for the Meeting.

 

Article 23. (Minutes of the General Meeting)

 

With respect to the proceedings of the General Meeting of Shareholders, the details of the proceedings and its resolutions shall be recorded in the minutes which shall bear the names and seals or signatures of the Chairman and the Directors present, and shall be preserved at the head office and branches.

 

CHAPTER V. DIRECTORS

 

Article 24. (Number of Directors) KT shall have not more than eleven (11) directors. The number of standing directors including the President shall not exceed three (3), and the number of outside directors shall not exceed eight (8).

 

Article 25. (Election of President and Directors) (1) The President shall be elected by a resolution of the General Meeting of Shareholders among those who are recommended by the President Recommendation Committee pursuant to Article (32) of these Articles of Incorporation, and the standing director recommended by the President may be elected the Representative Director by a resolution of the Board of Directors.

 

(2) The dismissal of the President requires a resolution by the General Meeting of Shareholders adopted by the affirmative vote of two-thirds (2/3) of the voting rights of the shareholders in attendance at the Meeting; provided, however, that such votes shall represent at least one-third (1/3) of the total number of issued shares of KT. Dismissal of the Representative Director other than the President shall be in accordance with the resolution under Article 38 of these Articles of Incorporation.

 

(3) Standing directors other than the President shall be elected at the General Meeting of Shareholders among the executive officers under the provision of Article 35 of these Articles of Incorporation who are recommended by the President with the consent of the Board of Directors. The President may propose to the General Meeting of Shareholders with the consent of the Board of Directors the dismissal of any standing director even during his/her term of office, when any of the following event occurs. In this case, the standing directors other than the President shall not participate in the resolution of the Board of Directors:

 

  1. Inability to perform his/her duties for a period not less than one (1) year due to his/her physical and/or mental disorders; or

 

  2. Remarkably poor results of his/her business management due to deficient management abilities.

 

(4) Notwithstanding Paragraph 3 above, if the President Recommendation Committee has recommended a candidate for the President, the candidate for the President shall recommend candidates for the standing directors with the consent of the Board of Directors. Provided, however, that the candidate for the President is not elected as the President at the General Meeting of Shareholders, his recommendation of the candidacy for the standing directorship shall become null and void.

 

(5) Any person who falls under any of the following categories shall not become a director of KT, and upon any elected director of KT falling under any of the following categories, such director shall be dismissed:

 

  1. Person who retired from his/her office within the last three (3) years due to his/her own faults or business responsibilities;

 

  2. Person who is sentenced to imprisonment or more severe punishment, and three (3) years have not elapsed after the expiration of the execution of such imprisonment or determination not to execute such imprisonment;

 

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  3. Person who is currently under the suspension of pronouncement or who is sentenced to probation, and two (2) years have not elapsed after the expiration of the probation period;

 

  4. The same person and his/her related party as defined in the Monopoly Regulation and Fair Trade Act (“MRFTA") who controls a company in competition with KT (however, with respect to the definition of competitor of KT used herein, if the company engages in the same business as KT and belongs to the same enterprise group of KT, such company is not deemed to be in competition with KT. This shall have the same meaning hereafter);

 

  5. Any person who presently serves or has served at any time during the past two (2) years, as an officer or an employee for the company which is in competition with KT and for other companies which belong to the same enterprise group under the MRFTA of such company;

 

  6. Any person who presently works or has worked at any time during the past two (2) years, as an officer or an employee for the largest or second largest shareholding company which is in competition with KT and for other companies which belong to the same enterprise group under the MRFTA of such company; or

 

  7. The scope of a company which has competitive relationship with another company as prescribed in Subparagraphs 4 through 6 shall include a related party under the SEA.

 

(6) An outside director shall be a person who has expert knowledge or certain experience in the field of communication, economy, management, law or related professions and is capable of contributing to the development of KT and the protection of shareholder’s interests.

 

(7) Any candidate for the outside director falling under the disqualification criteria under the Commercial Code of Korea, the SEA of Korea and other relevant laws and regulations shall not become an outside director and any outside director subject to such disqualification criteria shall be dismissed.

 

Article 26. (Staggered Term of Office of Outside Director) One-third of the total number of the outside directors shall be elected every year.

 

Article 27. (Term of Office of Directors)

 

(1) The term of office of directors shall be not more than three (3) years; where the term of office expires before the closing date of the Ordinary General Meeting of Shareholders in the last fiscal year of such term, the term of office shall be extended to the closing date of such General Meeting.

 

(2) An outside director may be re-elected only once.

 

Article 28. (By-election of Directors)

 

(1) In case of any vacancy in the office of a director, a director shall be elected to fill such vacancy at the General Meeting of Shareholders, provided that election thereof may not be made unless such vacancy results in lack of the requisite number of the directors or a difficulty in the administration of business.

 

(2) The term of office of an outside director elected to fill a vacancy shall be the remainder of the term of office of his/her predecessor.

 

Article 29. (Duties of President and Directors)

 

(1) The Representative Directors shall respectively represent KT, the Representative Director/President shall execute businesses resolved by the Board of Directors and supervise all businesses of KT. Duties of the Representative Director elected through recommendation of the President shall be determined by the Board of Directors.

 

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(2) Standing directors shall assist the President and shall perform their duties. In the event the President fails to perform his duties, a standing director shall perform his/her duties in accordance with the order as provided in the Office Regulation. However, in the event both the President and standing directors fail to perform their duties, a director shall perform his/her duties in accordance with the order as provided in the Office Regulation.

 

(3) If a director becomes aware of any event which may cause a material damage to KT, such director should immediately report to the Auditors’ Committee thereof.

 

Article 30. (Duties of Directors)

 

(1) Directors shall perform their duties faithfully for the good of KT in accordance with the applicable laws and regulations and the provisions of these Articles of Incorporation.

 

(2) The directors shall not disclose any business secret of KT that they obtained in the course of performance of their duties, during and after their terms of offices.

 

Article 31. (Remuneration and Severance Allowance for Directors)

 

(1) The Remuneration for the directors shall be determined by a resolution of the General Meeting of Shareholders, and such remuneration may be paid either in cash or in combination of cash and stock.

 

(2) The criteria for remuneration for the President and the standing directors, and the method of payment thereof shall be determined by a resolution of the Board of Directors, which shall be reported to the General Meeting of Shareholders.

 

(3) The President and the standing directors shall not participate in the resolution of the Board of Directors as set forth in Paragraph (2) above.

 

(4) Severance allowances for directors shall be paid in accordance with KT’s regulations for payment of officers’ severance allowance adopted at the General Meeting of Shareholders.

 

(5) The Outside directors may be reimbursed for expenses necessary for the performance of their duties.

 

Article 32. (President Recommendation Committee)

 

(1) KT may organize a President Recommendation Committee in order to recommend a presidential candidate. The President Recommendation Committee shall consist of the following members: However, any person who was elected as a member of President Recommendation Committee shall not be a Candidate for President.

 

  1. All of the outside directors;

 

  2. One (1) person who is designated by the Board of Directors from among ex-Presidents of KT; and

 

  3. One (1) non-government person who is designated as a member of the President Recommendation Committee by the Board of Directors with the President and the standing directors excluded (in any event excluding former (within 2 years) and present officers and employees of any telecommunications business operator who is in competition with KT and any of their related persons as defined in MRFTA, and officers and employees of KT, and the public officials).

 

(2) The President Recommendation Committee shall be organized by not later than two (2) months prior to the date of expiration of the term of office of the President (or within two (2) weeks from the date of retirement of the President when such retirement is due to reasons other than the expiration of the term of office thereof), and shall be dissolved after the execution of management agreement between the President so elected and the chairman of the President Recommendation Committee.

 

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(3) The chairman of the President Recommendation Committee shall be elected by the Board of Directors from among its members who hold the position of outside directors of KT. In this case, the President and the standing directors shall not participate in the resolution of the Board of Directors.

 

(4) A resolution of the President Recommendation Committee shall be adopted by the affirmative votes of a majority of the members in office other than the chairman thereof. In this case, the chairman shall not have any voting rights.

 

(5) The President Recommendation Committee shall examine all the presidential candidates in compliance with the criteria for the examination of a candidate for the President prescribed by the Board of Directors, in consideration of the following requirements:

 

  1. Experiences and scholastic achievements under which his/her knowledge with respect to the field of business management and economics can be evaluated in objective point of view;

 

  2. Past business results and the management period of being in office under which his/her business experience can be evaluated in objective point of view;

 

  3. Any requirements to evaluate qualification and ability as a chief executive officer; and

 

  4. Any requirements to evaluate professional knowledge and experience with respect to the telecommunications and related fields.

 

Article 33. (Election of President)

 

(1) President shall be elected from among CEO-qualified candidates who have a knowledge of management and economics or who have much managerial work experience.

 

(2) The President Recommendation Committee may conduct a search for such candidates or hire a third party agency to perform searches.

 

(3) The President Recommendation Committee shall examine the candidates for the President who are searched pursuant to the provision of Paragraph 2 above, in accordance with the candidates evaluation criteria determined by the Board of Directors.

 

(4) The President Recommendation Committee shall, in selecting the candidates for the President, consult with such candidates regarding the terms of employment contract including the management goal established by the Board of Directors. In such case, if deemed necessary, the President Recommendation Committee may change the terms of employment contract.

 

(5) The President Recommendation Committee shall recommend a candidate for the President to the General Shareholders’ Meeting, based on the evaluation under Paragraph 3 and the consultation under Paragraph 4 above, concurrently submitting a draft employment contract.

 

(6) The President and standing directors shall not attend the Board of Directors’ Meeting for the resolution of the agenda prescribed in Paragraphs 2 through 4.

 

Article 34. (Execution of Employment Contract with the Candidate for President)

 

(1) When the draft employment contract submitted pursuant to Paragraph 5 of Article 33 above is approved at the General Shareholders’ Meeting, KT shall enter into such management contract with the candidate for President. In such case, the Chairman of the President Recommendation Committee shall, in the capacity of the representative of KT, sign the management contract.

 

(2) The Board of Directors may conduct a performance review to determine if the new President has performed his/her duties under the management contract as provided in Paragraph 1 or hire a professional evaluation agency for such purpose.

 

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(3) When the Board of Directors determines, based on the result of performance review under the provision of Paragraph 2 above, that the new President has failed to achieve the management goal, it may propose to dismiss the President at the General Shareholders’ Meeting.

 

(4) The management goal shall include revenue increase, profitability improvement, investment plan and other related business objectives. and shall be determined, on a yearly basis, at the Board of Directors’ Meeting in order to achieve the mid to long-term plans approved by the Board of Directors. Such management goal may be established on a numerical basis, if possible.

 

(5) The performance review prescribed in Paragraph 2 above, shall be conducted by the Board of Directors at the closing of each fiscal year or may be delegated by the Board of Directors to a professional evaluation agency; provided, however, that if the Board of Directors deems necessary, it may conduct the performance review during any fiscal year.

 

(6) The Board of Directors shall report the result of the performance review prescribed in Paragraph 2 above to the General Meeting of Shareholders.

 

(7) The President and the standing directors may not attend the Board of Directors’ Meeting for the resolution of the agenda prescribed in Paragraphs 2 through 4.

 

Article 35. (Executive Officers)

 

(1) For the efficient operation, KT shall have executive officers including standing directors.

 

(2) The executive officers shall be referred to as the Senior Executive Vice President, Executive Vice President, Senior Vice President and Vice President.

 

(3) The number and remuneration of the executive officers who do not hold the position of standing directors of KT shall be determined by the Board of Directors. The severance allowance for the said executive officers shall be paid in accordance with KT’s regulations for payment of officers’ severance allowance adopted at a General Meeting of Shareholders.

 

(4) Executive officers who do not hold the position of standing directors of KT shall be elected by the President of KT, whose term of office shall not exceed three (3) years.

 

(5) All matters concerning the respective duties of executive officers shall be determined by the President.

 

Article 36. (Advisor, etc.) The President may employ an Advisor or appoint an Advisory Council in order to receive advice and suggestions regarding important matters concerning the operation of KT’s businesses.

 

CHAPTER VI. BOARD OF DIRECTORS

 

Article 37. (Organization and Operation)

 

(1) The Board of Directors shall consist of the directors, and shall resolve important matters related to the execution of business of KT as prescribed in the laws and regulations and these Articles of Incorporation, which were submitted by a director as an agenda.

 

(2) The Board of Directors’ Meeting shall be convened by each director. However, this shall not apply in the event that a director to convene the Board of Directors’ Meeting is determined by a resolution of the Board of Directors’ Meeting.

 

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(3) The rest of directors may request the director designated under Paragraph 2 above to convene the Board of Directors’ Meeting. However, if the designated director refuses to convene the Board of Directors’ Meeting without any justifiable reason therefor, other directors may convene the Board of Directors’ Meeting.

 

(4) In convening a meeting of Board of Directors, the notice thereof shall be given at least three (3) days prior to the date set for such meeting to each director; provided, however, that the above procedure may be omitted with the consent of all of the directors.

 

(5) Matters necessary for the operation of the Board of Directors shall be set forth in the Regulations of the Board of Directors.

 

(6) For the efficient management of the Board of Directors, a self evaluation regarding the activities of the Board of Directors may be conducted, and detailed matters therefor, including the evaluation method, etc. shall be determined by a resolution of the Board of Directors.

 

Article 38. (Resolution and Delegation)

 

(1) A resolution at a meeting of Board of Directors shall be adopted by the presence of a majority of all directors in offices and by the affirmative votes of a majority of the directors present. However, the resolution on the sale of equity in any subsidiary of KT accompanying transfer of management shall be adopted by affirmative votes of two-thirds (2/3) of the directors in offices, and the resolution on the dismissal of the President shall be adopted by the affirmative votes of two-thirds (2/3) of the outside directors in offices.

 

(2) The Board of Directors may delegate part of its authorities to the President.

 

Article 39. (Chairman)

 

(1) The chairman of the Board of Directors shall be elected from among the outside directors by a resolution of the Board of Directors.

 

(2) The term of office of the chairman shall be one (1) year.

 

Article 40. (Minutes of the Board of Directors) The proceeding and the result of meeting of the Board of Directors shall be recorded in the minutes, which shall bear the names, seals or signatures of the Chairman and the directors present at the meeting, and shall be kept at the head office.

 

Article 41. (Committees within the Board of Directors)

 

(1) The Board of Directors may have expert committees under its control by its resolution, in order to deliberate or decide with respect to the specific matters submitted to the Board of Directors.

 

  1. Outside Director Candidates Recommendation Committee;

 

  2. Audit Committee;

 

  3. Person who is currently under the suspension of pronouncement or who is sentenced to probation, and two (2) years have not elapsed after the expiration of the probation period;

 

(2) Other Committees which the Board of Directors deems necessary.

 

Article 42. (Outside Director Candidates Recommendation Committee)

 

(1) The Outside Director Candidates Recommendation Committee shall consist of one (1) standing director and all of the outside directors, provided that in case of election of an outside director due to the expiration of the term of office of an outside director, the relevant outside director the expiration of whose term has caused the need for such election may not be a member of the Committee.

 

12


(2) The Outside Director Candidates Recommendation Committee shall recommend outside director candidates to the General Shareholders’ Meeting.

 

(3) Any other detailed matters regarding organization and operation of the Outside Director Candidates Recommendation Committee shall be determined by a resolution of the Board of Directors.

 

Article 43. (Audit Committee)

 

(1) The Audit Committee shall consist of not less than three (3) outside directors.

 

(2) The Audit Committee shall perform an audit of KT’s accounting books and records, and of other aspects of its business operations.

 

(3) Any other detailed matters regarding organization and operation of the Audit Committee shall be determined by a resolution of the Board of Directors.

 

Article 44. (Executive Officers’ Meeting)

 

(1) KT may convene executive officers’ meeting in order to consider and resolve matters delegated by the Board of Directors.

 

(2) Matters necessary for the organization and operation of the executive officers’ meeting set forth in Paragraph 1 above shall be determined by a resolution of the Board of Directors.

 

CHAPTER VII. ACCOUNTING

 

Article 45. (Fiscal Year) The fiscal year of KT shall be from January 1 to December 31 of each year.

 

Article 46. (Preparation, Submission and Maintenance of the Financial Statements)

 

(1) The President of KT shall prepare the following documents and supplementary documents thereto and the business report for each fiscal year, and submit such documents, after approved by the Board of Directors, to the Audit Committee, six (6) weeks prior to the date of the Ordinary General Meeting of Shareholders:

 

(2) The Audit Committee shall submit an auditor’s report to the President at least one (1) week before the General Shareholders’ Meeting after the receipt of the documents listed in Paragraph (1) above.

 

  1. A balance sheet;

 

  2. A statement of profit and loss; and

 

  3. A statement of appropriation of retained earnings or a statement of disposition of deficit.

 

(3) The President shall keep each document listed in Paragraph (1) together with the business report and the auditor’s report at the head office for a period of five (5) years, commencing from one week prior to the date of the Ordinary General Meeting of Shareholders. Certified copies of these documents shall be kept in each respective branch office for a period of three (3) years.

 

(4) The President shall submit each document listed in Paragraph (1) to the Ordinary General Meeting of Shareholders and request approval therefor. With respect to the business report, he/she shall report the contents thereof to the Ordinary General Meeting of Shareholders.

 

(5) When the approval of the General Meeting of Shareholders is obtained for the documents listed in Paragraph (1), the President shall, without delay, give a public notice of the balance sheet and the audit opinion thereon of an independent auditor.

 

13


Article 47. (Disposition of Profits) The unappropriated retained earnings for each fiscal year of KT shall be disposed of as following order:

 

  1. Legal Reserves;

 

  2. Other statutory reserves;

 

  3. Amortization by way of the appropriation of the retained earnings;

 

  4. Dividends; and

 

  5. Voluntary reserve.

 

Article 48 (Retirement of Shares)

 

Pursuant to Article 189 of the SEA, KT may, by a resolution of the Board of Directors, retire the shares within the scope of profits attributable to the shareholders.

 

Article 49. (Payment of Dividends)

 

(1) Dividends may be paid either in cash or in shares.

 

(2) In case of stock dividends, if KT has issued several types of shares, different types of shares may be allotted by a resolution of the General Meeting of Shareholders.

 

(3) Pursuant to a resolution of the Board of Directors, KT may pay interim dividends in cash once during a fiscal year with June 30 as a base date (referred to as the fixed interim dividend date).

 

(4) The dividends referred to in Paragraphs (1) and (3) shall be paid to the shareholders or registered pledgees who are registered in the registry of shareholders as of the end of each fiscal year or as of the fixed interim dividend date.

 

(5) The rights to dividends shall be extinguished if it is not exercised within five (5) years from the date when the relevant dividend was declared, and such unclaimed dividends shall belong to KT.

 

CHAPTER VIII. SUPPLEMENTARY PROVISIONS

 

Article 50. (Guarantee of Personnel Status)

 

(1) Any employee of KT shall not receive a dismissal, suspension, reduction in compensation, reprimand and other disadvantageous orders, without any justifiable reasons therefor.

 

(2) The retirement age of the employee of KT shall be prescribed in accordance with Paragraph 2 of Article (6) of Addenda of the Laws Repealing the Korea Telecom Act.

 

Article 51. (Publication of Management Information)

 

KT shall make public any and all matters deemed to be necessary for the promotion of transparency in management.

 

ADDENDUM

 

Article 1. (Enforcement Date) These Articles of Incorporation shall be effective from October 1, 1997.

 

Article 2. (Term of Office of the First President and Standing Directors) Notwithstanding Paragraph (1), Article (29) hereof, the term of office of the first President and the standing directors to be elected at the General Meeting of Shareholders convened after the execution of these Articles of Incorporation shall be extended until the end of the Ordinary General Meeting of Shareholders convened after the expiration of the said term of office.

 

14


Article 3. (Term of Office of First Non-Standing Director) (1) Pursuant to Article (3) of the Addenda of the Special Act, candidates for non-standing directors who are recommended by the Temporary Non-standing Directors Recommendation Committee shall be classified into three groups, i.e., first, second and third groups, which shall consist of one, two and three persons, respectively.

 

(2) Notwithstanding Article (29), Paragraph (1) hereof, the term of office of a non-standing director in the first group shall expire at the close of the first Ordinary General Meeting of Shareholders convened after one (1) year has elapsed. The term of office of non-standing directors in the second and third group shall expire at the close of the first Ordinary General Meetings of Shareholders convened after two (2) and three (3) years have elapsed, respectively.

 

Article 4. (Special Provisions for Term of Office of Standing Directors succeed to the Term of Office of an Executive Officer) In the event that a former executive officer who has been elected prior to the date of enforcement of these Articles of Incorporation is elected as a first standing director of KT after the enforcement of these Articles, his/her term of office may be shortened to the remainder of the term of office of a executive officer prior to the date of enforcement of these Articles of Incorporation.

 

ADDENDUM (December 8, 1997)

 

These articles of Incorporation shall be effective from the date of resolution of the general meeting of shareholders thereon.

 

ADDENDUM (September 18, 1998)

 

Article 1. (Enforcement Date) These Articles of Incorporation shall be effective from the date of resolution thereon of the general meetings of shareholders.

 

Article 2. (Interim Measures for the Acquisition of Shares of KT by Foreigners) Those provisions of Paragraph (3), Article (10) hereof shall not be applicable where Foreigners have acquired any shares of KT prior to the date of enforcement of these Articles of Incorporation pursuant to the relevant laws and regulations. In this regard, the number of shares so acquired shall be included in the maximum aggregate shareholdings ceiling prescribed in Item 1, Paragraph (2), Article (10) above.

 

ADDENDUM (March 19, 1999)

 

Article 1. (Enforcement Date) These Articles of Incorporation shall be effective from the date of resolution thereon of the general meetings of shareholders.

 

Article 2. (Interim Measure) The cumulative voting system provided for in Article (382-2) of the Commercial Code shall not apply until each of the requirements set forth in Paragraph (1), Article (21) of the Special Act has been satisfied.

 

ADDENDUM (March 24, 2000)

 

These Articles of Incorporation shall be effective from the date of resolution thereon of the general meeting of shareholders.

 

15


ADDENDUM (March 21, 2001)

 

These Articles of Incorporation shall be effective from the date of resolution thereon of the general meeting of shareholders.

 

ADDENDUM (March 22, 2002)

 

These Articles of Incorporation shall be effective as of the date of resolution of the general meeting of Shareholders.

 

ADDENDUM (August 20, 2002)

 

Article 1. (Enforcement Date) These Articles of Incorporation shall become effective from the date on which a resolution on the foregoing amendments is adopted at the General Meeting of Shareholders. Provided, however, that the amended provision of Article 41-3 shall become effective from the date following the day on which the first General Meeting of Shareholders is convened after enforcement of these amended Articles of Incorporation.

 

Article 2. (Interim Measures regarding Auditor)

 

(1) The amended provisions regarding auditor of Articles 27, 28, 29, 30, 32, 33, 37 and 40 shall remain invalid, concurrently upon establishment of the Audit Committee.

 

(2) The term, “auditor” referred in Paragraph 3 of Article 31 and Article 44, shall be interpreted to be “Audit Committee”, respectively, concurrently upon establishment of the Audit Committee.

 

Article 3. (Interim Measures on Increase in Number of Outside Directors) Notwithstanding the amended provision of Article 26, a candidate for outside director recommended by the Shareholders’ Committee established in accordance with the previous AOI, shall be deemed to have been recommended by the Outside Director Recommendation Committee, and the term of office of such additionally appointed outside director in the above shall be until the date on which the Ordinary General Meeting of Shareholders is held in the year of 2005.

 

ADDENDUM (March 14, 2003)

 

These Articles of Incorporation shall be effective from the date of resolution thereon of the general meeting of shareholders.

 

ADDENDUM (March 12, 2004)

 

These Articles of Incorporation shall become effective as of the date of resolution of the General Meeting of Shareholders.

 

ADDENDUM (March 11, 2005)

 

These Articles of Incorporation shall become effective as of the date when the General Meeting of Shareholders resolved adoption hereof.

 

ADDENDUM (August 19, 2005)

 

These Articles of Incorporation shall take effect upon approval by the General Meeting of Shareholders.

 

16


ADDENDUM (March 10, 2006)

 

These Articles of Incorporation shall become effective as of the date of resolution of the General Meeting of Shareholders.

 

ADDENDUM (March 16, 2007)

 

These Articles of Incorporation shall become effective as of the date of resolution of the General Meeting of Shareholders.

 

17

EX-2.4 3 dex24.htm LETTER FROM CITIBANK, N.A., AS DEPOSITARY Letter from Citibank, N.A., as depositary

EXHIBIT 2.4

 

388 Greenwich Street

14th Floor

New York, NY 10013

 

                        CITIBANK, N.A.

                        388 Greenwich Street

                        New York, New York 10013

   LOGO

 

Dated as of October 1, 2007

 

KT CORPORATION—Direct Registration System for ADSs

 

Ladies and Gentlemen:

 

Reference is made to the Deposit Agreement, dated as of May 25, 1999, as amended by Amendment No. 1 dated as of February 5, 2004 (the “Deposit Agreement”), by and among KT CORPORATION (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) issued thereunder, each ADS representing one-half (1/2) of one (1) Share (the “Shares”) of the Company. Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.

 

The purpose of this letter agreement is to supplement the Deposit Agreement to enable the establishment by the Depositary of a “direct registration system” (the “DR System”) for ADSs and the issuance by the Depositary of “uncertificated ADSs” as part of the DR System. Therefore, the Company and the Depositary agree as follows:

 

  1. Notwithstanding any provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADSs”, and the ADSs evidenced by ADRs, the “Certificated ADSs”).

 

  2. Uncertificated ADSs shall not be represented by any instrument(s) but shall be evidenced only by the registration of “uncertificated securities” on the books and records of the Depositary maintained for such purpose. Any reference to Holders of ADR(s) or ADS(s) in the Deposit Agreement shall, in the context of the Uncertificated ADSs, refer to the person(s) in whose name the Uncertificated ADSs are registered on the books of the Depositary maintained for such purpose.

 

  3. Holders of Uncertificated ADSs that are not subject to any registered pledges, liens, restrictions or adverse claims, of which the Depositary has written notice at such time, shall at all times have the right to exchange the Uncertificated ADSs (or any portion thereof) for Certificated ADSs of the same type and class, subject in each case to applicable laws and any rules the Depositary may establish from time to time in respect of the Uncertificated ADSs.

 

  4. Holders of Certificated ADSs shall, so long as the Depositary maintains the DR System for the ADSs, have the right to exchange the Certificated ADSs (or any portion thereof) for Uncertificated ADSs upon (i) the due surrender of the Certificated ADSs to the Depositary for such purpose, and (ii) the presentation of a written request to such effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has written notice, (b) the terms of the Deposit Agreement (as supplemented by this letter agreement) and the rules that the Depositary may establish from time to time for such purposes thereunder, and (c) applicable law.

 

  5.

Uncertificated ADSs shall in all material respects be identical to Certificated ADSs of the same type and class, except that (i) no ADR(s) shall be, nor shall need to be, issued to evidence Uncertificated ADSs, (ii) Uncertificated ADSs shall, subject to the terms of the Deposit Agreement (as supplemented by this letter agreement), be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) each Holder’s ownership of Uncertificated ADSs shall be recorded


 

on the books and records of the Depositary maintained for such purpose and evidence of such Holder’s ownership shall be reflected in periodic statements provided by the Depositary to each such Holder in accordance with applicable law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and amend or supplement existing rules, as may be deemed reasonably necessary to maintain the DR System and for the issuance of Uncertificated ADSs on behalf of Holders, provided that such rules do not conflict with the terms of the Deposit Agreement (as supplemented by this letter agreement) and applicable law, (v) the Holder of Uncertificated ADSs shall not be entitled to any benefits under the Deposit Agreement (as supplemented by this letter agreement) and such Holder’s Uncertificated ADSs shall not be valid or enforceable for any purpose against the Depositary or the Company unless such Holder is registered on the books and records of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may reasonably request, and (vii) upon termination of the Deposit Agreement (as supplemented by this letter agreement), the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary or to take other action before remitting proceeds from the sale of the Deposited Securities represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement.

 

  6. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Section 4.4 thereof, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed in writing by the applicable Holder to issue Certificated ADSs.

 

  7. Holders of Uncertificated ADSs may request the sale of ADSs through the Depositary, subject to the terms and conditions generally applicable to the sale of ADSs through the Depositary from time to time (which may be changed by the Depositary).

 

  8. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated herein, the Depositary is authorized and directed to take any and all actions, and establish any and all procedures, deemed reasonably necessary to give effect to the terms hereof. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(5), individually or collectively, as the context may require.

 

  9. Except as set forth herein and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement (as supplemented by this letter agreement). In the event that, in determining the rights and obligations of parties to the Deposit Agreement (as supplemented by this letter agreement) with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement and (b) the terms hereof, the terms and conditions set forth herein shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

 

  10. This letter agreement shall be interpreted under, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York without regard to the principles of choice of law thereof.

 

  11. The terms of this letter agreement supplement the Deposit Agreement, and are not intended to prejudice any substantial existing rights of Holders of ADSs and, as a result, notice may but is not required, to be given of the terms hereof to Holders of ADSs under the Deposit Agreement.

 

2


  12. The Company and the Depositary shall make reference to the terms of this letter agreement, or attach an executed copy hereof to, the next Registration Statement on Form F-6 filing made with the Securities and Exchange Commission in respect of the ADSs.

 

CITIBANK, N.A.,

    as Depositary

 

Acknowledged and Agreed:

 

KT CORPORATION

 

 

3

EX-8.1 4 dex81.htm LIST OF SUBSIDIARIES OF KT CORPORATION List of subsidiaries of KT Corporation

EXHIBIT 8.1

 

List of Subsidiaries of KT Corporation

(As of December 31, 2007)

 

Name


  

Jurisdiction of
Incorporation


KT Freetel Co., Ltd.

  

Korea

KT Hitel Co., Ltd.

  

Korea

KT Submarine Co., Ltd.

  

Korea

KT Powertel Co., Ltd.

  

Korea

KT Networks Corporation

  

Korea

KT Linkus Co., Ltd.

  

Korea

KT Commerce Inc.

  

Korea

KTF Technologies Inc.

  

Korea

KTF M Hows

  

Korea

Korea Telecom America, Inc.

  

U.S.A.

KTF M&S Co., Ltd.

  

Korea

New Telephone Company, Inc.

  

Russia

Korea Telecom Japan Co., Ltd.

  

Japan

Korea Telecom China Co., Ltd.

  

China

KT Internal Venture Fund No. 2

  

Korea

KT FDS Co., Ltd.

  

Korea

KT Rental Co., Ltd.

  

Korea

KT Capital Co., Ltd.

  

Korea

Sidus FNH Corporation

  

Korea

PT. KTF Indonesia

  

Indonesia

Sidus FNH Benex Cinema Investment Fund

  

Korea

Telecop Service Co., Ltd.

  

Korea

Olive Nine Co., Ltd.

  

Korea

Bluecord Technology Co., Ltd.

  

Korea

Doremi Media Co., Ltd.

  

Korea

Super iMax

  

Uzbekistan

East Telecom

  

Uzbekistan

KTSC Investment Management B.V.

  

Netherlands

EX-12.1 5 dex121.htm CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.1

 

CERTIFICATION

 

I, Joong-Soo Nam, certify that:

 

  1. I have reviewed this annual report on Form 20-F of KT Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material 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;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 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 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;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be 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;

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our 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 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 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 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 company’s internal control over financial reporting.

 

Date: June 30, 2008

 

/s/    JOONG-SOO NAM        


Joong-Soo Nam

President and Chief Executive Officer

EX-12.2 6 dex122.htm CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EXHIBIT 12.2

 

CERTIFICATION

 

I, Soo-Ho Maeng, certify that:

 

  1. I have reviewed this annual report on Form 20-F of KT Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material 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;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present 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 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 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;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be 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;

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our 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 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 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 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 company’s internal control over financial reporting.

 

Date: June 30, 2008

 

/s/    SOO-HO MAENG      


Soo-Ho Maeng

Executive Vice President and

Chief Financial Officer

EX-13.1 7 dex131.htm CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXHIBIT 13.1

 

CERTIFICATION

 

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)

 

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 KT Corporation, 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, 2007 (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/    JOONG-SOO NAM        


Joong-Soo Nam
President and Chief Executive Officer

 

Date: June 30, 2008

 

/s/    SOO-HO MAENG        


Soo-Ho Maeng

Executive Vice President and

Chief Financial Officer

 

Date: June 30, 2008

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to KT Corporation and will be retained by KT Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

EX-15.1 8 dex151.htm THE TELECOMMUNICATIONS BASIC LAW The Telecommunications Basic Law

EXHIBIT 15.1

 

THE TELECOMMUNICATION BASIC LAW

 

FRAMEWORK ACT ON TELECOMMUNICATIONS

 

Wholly Amended by Act No. 4393,

   Aug. 10, 1991

Amended by Act No. 4528,

   Dec. 8, 1992

Act No. 4541,

   Mar. 6, 1993

Act No. 4905,

   Jan. 5, 1995

Act No. 5219,

   Dec. 30, 1996

Act No. 5385,

   Aug. 28, 1997

Act No. 5386,

   Aug. 28, 1997

Act No. 5453,

   Dec. 13, 1997

Act No. 5454,

   Dec. 13, 1997

Act No. 5733,

   Jan. 29, 1999

Act No. 6231,

   Jan. 28, 2000

Act No. 6360,

   Jan. 16, 2001

Act No. 6602,

   Jan. 14, 2002

Act No. 6656,

   Feb. 4, 2002

Act No. 6823,

   Dec. 26, 2002

Act No. 7188,

   Mar. 11, 2004

Act No. 7210,

   Mar. 22, 2004

Act No. 7303,

   Dec. 31, 2004

Act No. 7796,

   Dec. 29, 2005

Act No. 7810,

   Dec. 30, 2005

Act No. 8867,

   Feb. 29, 2008

 

CHAPTER I GENERAL PROVISIONS

 

Article 1 (Purpose)

 

The purpose of this Act is to contribute to the enhancement of the public welfare by managing telecommunications efficiently and stimulating the development of telecommunications by providing basic matters on telecommunications.

 

Article 2 (Definitions)

 

The definitions of the terms as used in this Act shall be as follows:

 

1. The term “telecommunications” means transmission or reception of code, words, sound or image through wired, wireless, optic, and other electro-magnetic processes;

 

2. The term “telecommunications facilities and equipment” means machinery, appliances, lines for telecommunications, and other facilities necessary for telecommunications;

 

3. The term “telecommunications line facilities and equipment” means the facilities and equipment which constitute communications channels between sending and receiving points for telecommunications among the telecommunications facilities and equipment, and the transmission and line facilities and equipment, with the exchange facilities installed as one body of the transmission and line facilities, and all facilities attached thereto;

 

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4. The term “telecommunications business facilities and equipment” means the telecommunications facilities and equipment to be provided for telecommunications businesses;

 

5. The term “private telecommunications facilities and equipment” means the telecommunications facilities and equipment other than the telecommunications business facilities and equipment, installed by an individual to be used for his own telecommunications;

 

6. The term “telecommunications equipments” means apparatus, machinery, parts or line equipments, etc. used by the telecommunications facilities and equipment;

 

7. The term “telecommunications service” means services that mediate a third party’s communication through the telecommunications facilities and equipment or to provide the telecommunications facilities and equipment for the third party’s telecommunications; and

 

8. The term “telecommunications business” means a business that provides telecommunications services.

 

Article 3 (Supervision of Telecommunications)

 

The matters concerning telecommunications shall be governed by the Korea Communications Commission, except the ones stipulated specifically by this Act or other Acts. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

Article 4 (Government Policies)

 

The Korea Communications Commission shall devise basic and comprehensive government policies concerning telecommunications to attain the purpose of this Act. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

Article 5 (Establishment of Basic Telecommunications Plans)

 

(1) The Korea Communications Commission shall establish and publicly notify basic telecommunications plans (hereinafter referred to as the “basic plan”) for smooth development of telecommunications and the promotion of the information society. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The following matters shall be included in the basic plan of paragraph (1):

 

  1. Matters concerning utilization efficiency of telecommunications;

 

  2. Matters concerning maintenance of telecommunications order;

 

  3. Matters concerning telecommunications business;

 

  4. Matters concerning telecommunications facilities and equipment;

 

  5. Matters concerning promotion of telecommunications technology (including technology about telecommunications construction; hereinafter the same shall apply); and

 

  6. Other basic matters concerning telecommunications.

 

(3) The Korea Communications Commission shall consult in advance with the heads of administrative agencies concerned, when establishing the basic plan for the matters of paragraph (2) 4 and 5 of this Article. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

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Article 6 (Annual Report)

 

The Government shall present an annual report on the policy and trend about telecommunications developments to the National Assembly prior to the opening of the regular session.

 

Article 7 (Classification of Telecommunications Business Operator)

 

The telecommunications business operator shall be classified as the key communications business operator, the special communications business operator and the value-added communications business operator pursuant to the Telecommunications Business Act. <Amended by Act No. 5385, Aug. 28, 1997>

 

[This Article Wholly Amended by Act No. 4905, Jan. 5, 1995]

 

CHAPTER II PROMOTION OF TELECOMMUNICATIONS TECHNOLOGY

 

Article 8 (Establishment and Execution of Enforcement Plan for Technology Development)

 

(1) The Minister of Knowledge Economy shall establish and execute enforcement plans for the development of telecommunications technology as stipulated in Article 5 (2) 5. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The following matters shall be included in the enforcement plans of the above paragraph (1):

 

  1. Matters concerning the research and development of telecommunications technology;

 

  2. Matters concerning the training and the supply and demand of telecommunications technicians;

 

  3. Matters concerning the adoption of new telecommunications technologies and modes;

 

  4. Matters concerning the standardization of telecommunications technologies;

 

  5. Matters concerning promotion of telecommunications technology research institutes and organizations;

 

  6. Matters concerning the international cooperation of telecommunications technology; and

 

  7. Other matters concerning the development of telecommunications technology.

 

Article 9 (Management of Technical Information on Telecommunications)

 

(1) The Minister of Knowledge Economy shall devise measures necessary for the systematic and comprehensive management and the popularization of technical information on telecommunications for the promotion of telecommunications technology. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Minister of Knowledge Economy may give advance notices of new technology concerning telecommunications for harmonious telecommunications development. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

Article 10 (Promotion of Research Institutes, etc.)

 

(1) The Minister of Knowledge Economy shall guide and promote telecommunications research institutes and organizations for the development of telecommunications. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Government may give financial aid to the institutes and organizations under the above paragraph (1).

 

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(3) Deleted. <by Act No. 6231, Jan. 28, 2000>

 

(4) The scope of the institutes and organizations under above paragraph (1), the ways for guidance and promotion thereof and other necessary matters shall be prescribed by the Enforcement Decree.

 

Article 11 (Designation of Research Projects, etc.)

 

(1) The Minister of Knowledge Economy may select research projects concerning telecommunications technology and designate researchers, when necessary for research and development of telecommunications technology. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) Matters necessary for selection of research projects, designation of researchers and support for the research expenses, etc., under paragraph (1) shall be prescribed by the Enforcement Decree.

 

Article 12 (Donation Requirement for Research and Development)

 

(1) The Minister of Knowledge Economy may require each of the following persons to invest an amount as prescribed by the Enforcement Decree and corresponding to a specific ratio not exceeding one (1)% of annual turnover to the person to the information and communications promotion fund pursuant to Article 33 of the Framework Act on Informatization Promotion Provided, no such donation as set forth above shall be required in the event the person donated fees in exchange for allocated radio waves pursuant to Article 11 of the Radio Waves Act <Amended by Act No. 8867, Feb. 29, 2008>:

 

  1. key communications business operator as provided under Article 5 of the Telecommunications Business Act;

 

  2. specific communications business operator as provided under Article 19 of the Telecommunications Business Act; or

 

  3. any other designee of the President who is required to donate funds for telecommunications-related research and development.

 

(2) Matters necessary for determination of the calculation standards and procedures such as donor, donation ratio and maximum donation amount under (1) shall be prescribed by the Enforcement Decree.

 

(3) In the event the person’s business size or capacity does not meet a certain standard, the Minister of Knowledge Economy, as provided by the Enforcement Decree, may decrease the amount of donation required upon the person under this Article 12.1 or exempt the person from the requirement to donate the amount <Amended by Act No. 8867, Feb. 29, 2008>.

 

(4) In the event a person required under this Article 12.1 to make a donation fails to do so, the Minister of Knowledge Economy may impose an additional charge as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

(5) In the event a person who is required under this Article 12.1 and 12.4 to make a donation and additional charges thereon fails to pay such amount within the payment period, the Minister of Knowledge Economy may collect such amount pursuant to the dispositions on arrears of national taxes <Amended by Act No. 8867, Feb. 29, 2008>

 

<This Article Wholly Amended by [Act No. 7810], Dec. 30, 2005.>

 

Article 13 (Technical Guidance)

 

(1) The Minister of Knowledge Economy shall provide technical guidance for technical standardization, technical training, supply of technical information or cooperation with international organizations, etc., to a manufacturer of telecommunications equipments and materials (hereinafter referred to as the “manufacturer of

 

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telecommunications equipments and materials”) or a constructor of information and telecommunications works under the Information and Communications Work Business Act, when necessary for an accurate application of telecommunications modes and standards, etc., of telecommunications equipments and materials from their manufacturing stage and for securing quality of telecommunications works. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 5386, Aug. 28, 1997; Act No. 8867, Feb. 29, 2008>

 

(2) The subjects, contents and other necessary matters of technical guidance under paragraph (1) above shall be prescribed by the Enforcement Decree.

 

Articles 14 and 15 Deleted. <by Act No. 5219, Dec. 30, 1996>

 

Article 15-2 Deleted. <by Act No. 5733, Jan. 29, 1999>

 

CHAPTER III TELECOMMUNICATIONS FACILITIES AND EQUIPMENT

 

SECTION 1 Telecommunications Facilities and Equipment for Business

 

Article 16 (Maintenance and Repair of Telecommunications Facilities and Equipment)

 

The telecommunications business operator shall maintain and repair his telecommunications facilities and equipment so as to have them compatible with technical criteria as determined by the Enforcement Decree, for a stable supply of his telecommunications services. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 17 (Installation Report of Telecommunications Facilities and Equipment, and Approval thereon, etc.)

 

(1) Any key communications business operator shall, where he intends to install or alter major telecommunications facilities and equipment, file in advance a report thereon with the Korea Communications Commission under the conditions as prescribed by the Enforcement Decree: Provided, That with respect to any telecommunications facilities and equipment which are first installed under a new telecommunications technology mode, an approval shall be obtained from the Korea Communications Commission under the conditions as determined by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(2) The scope of major telecommunications facilities and equipment under paragraph (1) shall be prescribed and publicly announced by the Korea Communications Commission. <Amended by Act No. 5219, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

Article 18 (Joint Installation of Telecommunications Facilities and Equipment)

 

(1) The key communications business operator may jointly construct and use the telecommunications facilities and equipment with other key communications business operators. In this case, the key communications business operator shall make in advance a consultation with another key communications business operator. <Newly Inserted by Act No. 6602, Jan. 14, 2002; Act No. 8867, Fe. 29, 2008>

 

(2) The Korea Communications Commission may, in case where a key communications business operator makes a consultation under paragraph (1), investigate and provide the required information, under the Enforcement Decree <Amended by Act No. 6602, Jan. 14, 2002; Act No. 8867, Fe. 29, 2008>

 

(3) The Korea Communications Commission may, in order to effectively perform the investigation of data under paragraph (2), have a specialized institution in the field of telecommunications perform the relevant investigation under the conditions as prescribed by the Enforcement Decree. <Newly Inserted by Act No. 6602, Jan. 14, 2002>

 

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(4) The Korea Communications Commission may, where it falls under any of the following subparagraphs, advise the key communications business operator under paragraph (1) to jointly construct the telecommunications facilities and equipment, under the conditions as prescribed by the Enforcement Decree: <Newly Inserted by Act No. 6602, Jan. 14, 2002; Amended by Act No. 8867, Feb. 29, 2008>

 

  1. Where the consultation under paragraph (1) has not been achieved, and where there exists a request from the relevant key communications business operator; and

 

  2. Where deemed necessary for promoting the public interests.

 

(5) Where it is necessary to use the land or structures, etc. owned by the State, local government, government-invested institution, or other key telecommunications business operator for a joint installation of telecommunications facilities and equipment, and where an agreement is not reached on it, the key communications business operator may ask the Korea Communications Commission for its cooperation in the use of the relevant land or structures, etc. <Amended by Act No. 8867, Feb. 29, 2008>

 

(6) The Korea Communications Commission may, upon receipt of a request for its cooperation under paragraph (5), ask the head of the State agency, local government or government-invested institution or other key communications business operator to comply with a consultation on the use of the relevant land or structures, etc. with the key communications business operator who has asked for a cooperation under paragraph (5). In this case, the State agency, local government, or the head of government-invested institution or other key communications business operator shall comply with a consultation with the key telecommunications business operator unless there exist any justifiable causes. <Amended by Act No. 6602, Jan. 14, 2002; Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 5219, Dec. 30, 1996]

 

Article 19 Deleted. <by Act No. 5219, Dec. 30, 1996>

 

SECTION 2 Private Telecommunications Facilities and Equipment

 

Article 20 (Installation of Private Telecommunications Facilities and Equipment)

 

(1) A person who intends to install private telecommunications facilities and equipment shall report thereon to the Korea Communications Commission under the conditions as prescribed by the Enforcement Decree. The same shall also apply in case where he intends to alter the important matters as determined by the Enforcement Decree from among the reported matters. <Amended by Act No. 4905, Jan. 5, 1995; Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) Notwithstanding the provisions of paragraph (1), the private telecommunications facilities and equipment with wireless modes, the military telecommunications facilities and equipment, etc., which are specially stipulated by other statutes, shall be governed by such statutes.

 

(3) A person who has made a report or a modified report on the installation of private telecommunications facilities and equipment under paragraph (1) shall obtain, upon completion of an installation work or a modifying work, a confirmation by the Korea Communications Commission, prior to their use, under the conditions as stipulated by the Enforcement Decree. <Newly Inserted by Act No. 4905, Jan. 5, 1995; Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(4) Any private telecommunications facilities and equipment prescribed by the Enforcement Decree may, notwithstanding the provisions of paragraph (1), be installed without filing any report. <Newly Inserted by Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

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Article 21 (Restriction on Use Beyond Its Purpose)

 

(1) Any person who has installed the private telecommunications facilities and equipment shall not mediate a third party’s communications with the facilities, nor operate the facilities against the installation purpose: Provided, That this shall not apply to cases of special provisions in other statutes or of uses falling under any of the following subparagraphs, within the limits not against the installation purposes: <Amended by Act No. 4905, Jan. 5, 1995; Act No. 5219, Dec. 30, 1996; Act No. 6602, Jan. 14, 2002; Act No. 8867, Feb. 29, 2008>

 

  1. In case of use for maintaining public peace or providing emergency rescue mission by the person engaged in police or accident rescue works;

 

  2. In case of use, prescribed by the Korea Communications Commission, between the person who installed private telecommunications facilities and equipment and the one specially related with him for the purpose of work; and

 

  3. Deleted. <by Act No. 6602, Jan. 14, 2002>

 

(2) Any person who has installed his private telecommunications facilities and equipment may provide telecommunications facilities and equipment including line tracks, line equipments, etc., to the key communication business operator, pursuant to the Enforcement Decree.

 

(3) The provisions of Articles 33-5, 34-6 (excluding paragraph (5)), and 35 of the Telecommunications Business Act shall apply mutatis mutandis to the above paragraph (2) concerning the supply of facilities and equipment. <Amended by Act No. 4905, Jan. 5, 1995; Act No. 5219, Dec. 30, 1996>

 

(4) Deleted. <by Act No. 6602, Jan. 14, 2002>

 

Article 22 (Securing of telecommunications in Case of Emergency)

 

(1) The Korea Communications Commission may order the person who installed private telecommunications facilities and equipment to provide telecommunications services or other important communication services, or to interconnect the private facilities and equipment in question with other telecommunications facilities and equipment, when war, natural disaster or other national emergency situation corresponding to such happens or is likely to happen. This shall apply mutatis mutandis to the provisions concerning telecommunications services under the Telecommunications Business Act. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission may make the key telecommunications business operator deal with such services, when deemed necessary of paragraph (1). <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) The expenses necessary for performing the services or for interconnection of the facilities of paragraph (1) shall be borne by the Government: Provided, That when the private telecommunications facilities and equipment are provided for telecommunications services, then the key communications business operator provided with the facilities, shall bear such expenses.

 

Article 23 (Orders for Correction, etc. <Amended by Act No. 6231, Jan. 28, 2000>)

 

(1) The Korea Communications Commission may, when any person who has installed the private telecommunications facilities and equipment violates this Act or the orders under this Act, order him to make a correction thereof with fixing a specified period. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

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(2) The Korea Communications Commission may, when any person who has installed the private telecommunications facilities and equipment falls under any of the following subparagraphs, order him to suspend the relevant uses with fixing a period of not more than one year: <Newly Inserted by Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

  1. Where he fails to execute an order under paragraph (1);

 

  2. Where he uses the private telecommunications facilities and equipment without obtaining a confirmation in contravention of Article 20 (3); and

 

  3. Where he intermediates other’s communications or operates the private telecommunications facilities and equipment in a manner contrary to the installation purposes, in contravention of Article 21 (1).

 

(3) The Korea Communications Commission may, where deemed that any private telecommunications facilities and equipment impede other’s telecommunications or likely undermine other’s telecommunications facilities and equipment, order the person who has installed the relevant facilities and equipment to suspend a use of them or to renovate or repair them, or take other measures. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 24 (Imposition of Penalty Surcharge)

 

(1) The Korea Communications Commission may, in issuing an order to suspend a use of any private telecommunications facilities and equipment under Article 23 (2), and where a suspension of the relevant use is likely to cause any serious inconveniences to users of telecommunications services which are rendered by using such private telecommunications facilities and equipment, or to undermine other public interests, impose a penalty surcharge of not exceeding 1 billion won in lieu of such order to suspend the relevant use. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) Classifications of the violating acts subject to the imposition of a penalty surcharge under paragraph (1), the amount of penalty surcharge as determined by the relevant levels and other necessary matters shall be prescribed by the Enforcement Decree <Amended by Act No. 8867, Fe. 29, 2008>.

 

(3) The Korea Communications Commission shall, where any person liable for the payment of a penalty surcharge under paragraph (1) fails to pay such penalty surcharge by a payment term, collect it according to the example of a disposition on the national taxes in arrears. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6231, Jan. 28, 2000]

 

SECTION 3 Technical Standards, etc. for Telecommunications Facilities and Equipment

 

Article 25 (Technical Standards)

 

(1) A person who installs and operates the telecommunications facilities and equipment shall keep such facilities and equipment compatible with the technical standards as prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) In case of the installation of telecommunications facilities and equipment as determined and publicly announced by the Korea Communications Commission or of the expansion of installed facilities and equipment, the key communication business operator and the special communications business operator shall test whether the relevant telecommunications facilities and equipment conform with the technical standards under paragraph (1) above, prior to commencing a provision of telecommunications services, and record and manage the results thereof. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(3) The installation and conservation of telecommunications facilities and equipment shall be executed according to the design documents.

 

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(4) Matters necessary for making the design documents under paragraph (3) shall be prescribed by the Enforcement Decree <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) In any of the following cases, the Korea Communications Commission may have public officials belonging to him investigate or test the facilities of the person who installs and operates the telecommunications facilities and equipment in order to verify whether the telecommunications facilities and equipment are installed and operated in conformity with the technical standards: <Newly Inserted by Act No. 5219, Dec. 30, 1996; Act No. 7810, Dec. 30, 2005; Act No. 8867, Feb. 29, 2008>

 

  1. to establish policies related to telecommunications facilities;

 

  2. to prevent national emergency;

 

  3. to prevent natural disasters and in the event of natural disasters; and

 

  4. in the event wide-spread telecommunications hurdles are expected due to malfunctions in the telecommunications facilities.

 

<Newly Inserted by Act No. 5219, Dec. 30, 1996>

 

(6) The public official who conducts an investigation or a testing under paragraph (5) shall notify the person who has installed and operated telecommunications facilities no later than seven (7) days prior to the date of investigation or testing, informing the person of the investigation or testing plans, including the time and substance of, and the reasons for, the investigation or testing. Provided, no such notification is necessary in the event of emergency or in the event that there is risk that relevant evidence will be destroyed. <Newly Inserted by Act No. 7810, Dec. 30, 2005>

 

(7) A public official who conducts the investigation or testing under paragraph (5) shall carry a certificate indicating his authority, present it to the person concerned and give the documents indicating the name, time of entry and purpose of entry, etc. to the person concerned at the time of entry. <Newly Inserted by Act No. 5219, Dec. 30, 1996; Act No. 7810, Dec. 30, 2005>

 

Article 26 (Management Rules)

 

(1) The key communications business operator shall set forth the management rules for communications facilities and equipment and manage them, in order to provide a stable telecommunications service. <Amended by Act No. 5219, Dec. 30, 1996>

 

(2) Matters to be explicitly stipulated in the management rules under paragraph (1) shall be prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 27 (Correction Order for Violations of Technical Standards)

 

When the installed telecommunications facilities and equipment have come not to conform with the technical standards under Article 25, the Korea Communications Commission may issue an order to make a correction thereto or take other necessary measures. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 28 (Adoption of New Telecommunications Modes, etc.)

 

(1) The Korea Communications Commission may adopt the new telecommunications modes, etc., for a smooth development of telecommunications. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall, in case where it has adopted the new telecommunications modes, etc. under paragraph (1), make a public announcement thereof.

 

[This Article Wholly Amended by Act No. 5219, Dec. 30, 1996]

 

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Article 29 (Promotion of Standardization)

 

(1) The Korea Communications Commission may promote the standardization of telecommunications, and recommend it to the telecommunications business operator or the manufacturers of telecommunications equipments, for a sound development of telecommunications and for ensuring the convenience of users: Provided, That in a case of matters for which the Korean Industrial Standards under the Industrial Standardization Act are set, such standards shall govern. <Amended by Act No. 4528, Dec. 8, 1992; Act No. 5219, Dec. 30, 1996>

 

(2) The Korea Communications Commission shall, in case where it has adopted the telecommunications standards, make a public announcement thereof. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) Matters necessary for the promotion of standardization of telecommunications under paragraph (1) shall be determined by the Ordinance of the Ministry of Information and Communication. <Newly Inserted by Act No. 6602, Jan. 14, 2002; Act No. 8867, Feb. 29, 2008>

 

Article 30 (Telecommunications Technology Association)

 

(1) The Telecommunications Technology Association (hereinafter referred to as the “Association”) may be established for efficient promotion of the business concerning telecommunications standardization. <Amended by Act No. 5219, Dec. 30, 1996>

 

(2) The Association shall be established in the form of a juristic person.

 

(3) The Government may contribute to the Association within the budget limit, when necessary for the establishment and operation of the Association.

 

(4) The Korea Communications Commission may order changes of articles of incorporation, project plans, or reelection of officers, when the operation of the Association is deemed in violation of the Acts and subordinate statutes or articles of incorporation. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) Except for those stipulated under this Act, the provisions pertaining to an incorporated foundation in the Civil Act shall apply mutatis mutandis to matters on the Association.

 

SECTION 4 Integrated Operation of Telecommunications Facilities and Equipment, etc.

 

Article 30-2 (Securing Pipeline Facilities, etc.)

 

(1) A person who installs or builds up the facilities, etc. falling under any of the following subparagraphs (hereinafter referred to as the “facilities installer”) shall listen to the views of key communications business operators on the installation of joint-use tunnels in which the telecommunications facilities and equipment may be accommodated and the pipelines, etc. as well, and reflect its contents: Provided, That the same shall not apply to the case where the reflection of the views of key communications business operators are very difficult: <Amended by Act No. 6602, Jan. 14, 2002; Act No. 7210, Mar. 22, 2004; Act No. 7303, Dec. 31, 2004>

 

  1. Roads under Article 2 of the Road Act;

 

  2. Railroads under subparagraph 1 of Article 2 of the Railroad Enterprise Act;

 

  3. Urban railroads under subparagraph 1 of Article 3 of the Urban Railroad Act;

 

  4. Industrial complex under subparagraph 5 of Article 2 of the Industrial Sites and Development Act;

 

  5. Free trade zone under subparagraph 1 of Article 2 of the Act on Designation and Management of Free Trade Zones;

 

  6. Airport area under subparagraph 7 of Article 2 of the Aviation Act;

 

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  7. Harbor area under subparagraph 4 of Article 2 of the Harbor Act; and

 

  8. Other facilities or housing sites as prescribed by the Enforcement Decree.

 

(2) Any views expressed by the key communications business operators on the installation of joint-use tunnels or pipelines under paragraph (1) shall be in conformity with the standards for the installation of pipelines as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) The provisions of Articles 33-5, 34-6 (excluding paragraph (5) of the same Article) and 35 of the Telecommunications Business Act shall apply mutatis mutandis to the offer of joint-use tunnels or pipelines, etc., installed under paragraph (1).

 

(4) A facilities installer shall, where he is unable to reflect the views of key communications business operators under paragraph (1), notify the relevant key communications business operators of the relevant reasons within 30 days from the date of receiving their views.

 

(5) Where any facilities installer fails to reflect the views of key communications business operators under paragraph (1), the relevant telecommunications business operator may ask the Korea Communications Commission for its adjustments. <Amended by Act No. 8867, Feb. 29, 2008>

 

(6) The Korea Communications Commission shall, where it makes such adjustments upon receipt of a request for adjustments under paragraph (5), consult in advance with the heads of the related central administrative agencies. <Amended by Act No. 8867, Feb. 29, 2008>

 

(7) Matters necessary for the adjustments under paragraphs (5) and (6) shall be prescribed by the Enforcement Decree.

 

[This Article Wholly Amended by Act No. 6231, Jan. 28, 2000]

 

Article 30-3 (Installation of Telecommunications Facilities and Equipment for Extension)

 

(1) The structures under subparagraph 2 of Article 2 of the Building Act shall be equipped with the telecommunications line facilities, etc. for extension, and secure a specified area for a connection with the telecommunications line facilities and equipment.

 

(2) Matters on the scope of structures, the criteria for installation of telecommunications line facilities, etc., and the securing, etc., of an area for a connection with telecommunications line facilities and equipment under paragraph (1) shall be determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

Article 30-4 Deleted. <by Act No. 6823, Dec. 26, 2002>

 

Article 31 (Integrated Operation of Telecommunications Facilities and Equipment, etc.)

 

(1) The Korea Communications Commission may, where it is necessary for an efficient management and operation of telecommunications facilities and equipment, have a key communications business operator selected according to the standards and procedures as prescribed by the Enforcement Decree (hereinafter referred to as the “communications business operator under integrated operations”) make an integrated operation of the telecommunications facilities and equipment installed under this Act or other Acts, and the land, buildings and other structures appurtenant thereto (hereinafter referred to as the “telecommunications facilities and equipment, etc.”). <Amended by Act No. 5219, Dec. 30, 1996; Act No. 5454, Dec. 13, 1997; Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

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(2) The Korea Communications Commission shall, where it intends to put the telecommunications facilities and equipment, etc. under an integrated operation under paragraph (1), formulate an integrated operation plan for telecommunications facilities and equipment, etc. (hereinafter referred to as the “integrated operation plan”), consult with the heads of the related administrative agencies, and obtain an approval of the President by going through a deliberation by the State Council. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) The integrated operation plan under paragraph (2) shall contain the matters falling under one of the following subparagraphs:

 

  1. Objects, time, methods and procedures for the integration;

 

  2. Matters concerning an operation of telecommunications facilities and equipment, etc. after integration; and

 

  3. Other matters as prescribed by the Enforcement Decree.

 

(4) The Korea Communications Commission, where it intends to formulate an integrated operation plan under paragraph (2), consult in advance with the installer of the telecommunications facilities and equipment, etc. to be integrated. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 32 (Purchase of Telecommunications Facilities and Equipment, etc.)

 

(1) The communications business operator under integrated operations may, when necessary for an integrated operation of the telecommunications facilities and equipment, etc. under Article 31 (1), make a request for purchase of the relevant telecommunications facilities and equipment, etc. In this case, the owner of relevant telecommunications facilities and equipment, etc. shall not refuse it without any justifiable reasons. <Amended by Act No. 6231, Jan. 28, 2000>

 

(2) National or public telecommunications facilities and equipment, etc. for which the communications business operator under integrated operations has made a request for their purchase under paragraph (1) may be sold to the communications business operator under integrated operations, notwithstanding the provisions of Article 20 of the State Properties Act or Article 82 of the Local Finance Act. In this case, matters necessary for the sale such as the calculation method of sale price, procedures for the sale, and payment methods of sale price, etc., shall be prescribed by the Enforcement Decree. <Amended by Act No. 6231, Jan. 28, 2000>

 

(3) The provisions of Articles 67 (1), 70, 71, 74 through 77, and 78 (5) through (7) of the Act on the Acquisition of Land, etc. for Public Works and the Compensation Therefor shall be applied mutatis mutandis to the calculation method, criteria, etc. for purchase price of the telecommunications facilities and equipment, etc. other than the national or public ones which are purchased by the communications business operator under integrated operations under paragraph (1). <Amended by Act No. 5219, Dec. 30, 1996; Act No. 6231, Jan. 28, 2000; Act No. 6656, Feb. 4, 2002>

 

CHAPTER IV MANAGEMENT OF TELECOMMUNICATIONS EQUIPMENTS

 

Article 33 (Approval for Types)

 

(1) A person who intends to manufacture, sell or import the telecommunications equipments which are specified by the Korea Communications Commission after consulting with the heads of the related administrative agencies, shall obtain an approval with respect to such telecommunications equipments from the Korea Communications Commission: Provided, That this shall not apply to the cases of telecommunications equipments as prescribed by the Enforcement Decree such as the telecommunications equipments for the purpose of test, research or export. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

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(2) Objects, methods and procedures, etc. for the approval of types under paragraph (1) shall be prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) the Korea Communications Commission shall grant a type approval, when the telecommunications equipments conform with technical criteria for telecommunications equipments as prescribed by the Enforcement Decree <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(4) When a person who has obtained a type approval of telecommunications equipments under paragraph (1) intends to sell or display such telecommunications equipments, the sign of type approval shall be marked pursuant to the Enforcement Decree <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) A person who has obtained the type approval for the telecommunications equipments under paragraph (1) shall, when he intends to modify the matters for which a type approval has been obtained, file a report thereon with the Korea Communications Commission under the conditions as determined by the Enforcement Decree. In this case, if the matters reported on modification are related to the technical criteria under paragraph (3), the said paragraph shall apply mutatis mutandis. <Newly Inserted by Act No. 6602, Jan. 14, 2002; Act No. 8867, Feb. 29, 2008>

 

(6) A person who intends to obtain the type approval under paragraph (1) or a person who files a report on modification under paragraph (5) shall pay the fees as prescribed by the Enforcement Decree. <Amended by Act No. 6602, Jan. 14, 2002; Act No. 8867, Feb. 29, 2008>

 

Article 33-2 (Designation, etc. of Performance Testing Institution)

 

(1) The Korea Communications Commission may, in granting the type approval under Article 33, have a testing institution designated by the said Commission (hereinafter referred to as the “designated testing institution”) conduct the performance test. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) A person who is eligible for a designation as a designated testing institution shall be limited to a juristic person.

 

(3) The Korea Communications Commission may inspect any designated testing institution under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) The Korea Communications Commission may, when a designated testing institution falls under any of the following subparagraphs, cancel the relevant designation or order a suspension of the testing service, in whole or in part, for a fixed period of not more than one year: Provided, That where it falls under subparagraph 1, its designation shall be cancelled: <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. When it has obtained a designation by deceit or other illegal means;

 

  2. When it has failed to conduct the testing service without any justifiable reasons;

 

  3. When it has conducted an inaccurate testing service by deliberation or gross negligence;

 

  4. When it has refused, obstructed or evaded the inspection under paragraph (3) without any justifiable reasons, or flunked the inspection; and

 

  5. When it has violated the Acts and subordinate statutes relating to telecommunications.

 

(5) Any person who intends to be designated as a testing institution under paragraph (1) and a person who undergoes the inspection under paragraph (3) shall pay fees under the conditions as prescribed by the Enforcement Decree. <Amended by Act No, 8867, Feb. 29, 2008>

 

(6) Matters necessary concerning the designation, management, testing standards, and supervision, etc. of any designated testing institution shall be determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 6231, Jan. 28, 2000]

 

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Article 33-3 (Mutual Recognition of Type Approval between States)

 

(1) The Government may conclude an agreement with a foreign government on the mutual recognition of type approval of telecommunications equipment.

 

(2) Where the Government has concluded an agreement under paragraph (1), it may recognize the telecommunications equipment which have obtained an authentication of a foreign government same as or similar to the type approval under Article 33 as have been granted a type approval under Article 33, or make the designation of a foreign testing agency as a designated testing institution under Article 33-2 (1) the content of the relevant agreement.

 

(3) Where an agreement has been concluded with a foreign government on the mutual recognition of type approval of the telecommunications equipment under paragraph (1), the Korea Communications Commission shall publicly announce its contents. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

Article 34 Deleted. <by Act No. 6231, Jan. 28, 2000>

 

Article 34-2 (Termination of Type Approval)

 

(1) When a person who has obtained the type approval of telecommunications equipment under Article 33 (1) intends to discontinue the manufacture, sale or import of the telecommunications equipment, he may make an application to the Korea Communications Commission for a termination of the relevant type approval. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) Matters necessary for the application for a termination of the type approval under paragraph (1) shall be determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>.

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

Article 35 (Cancellation, etc. of Type Approval)

 

(1) In case where a person who has obtained a type approval of the telecommunications equipments under Article 33 (1) falls under any of the following subparagraphs, the Korea Communications Commission may cancel the relevant type approval, or suspend the manufacture of relevant products or take other necessary measures: <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

  1. When he has obtained a type approval by deceit and other illegal means;

 

  2. When the telecommunications equipments have come not to conform with the technical criteria under Article 33 (3); and

 

  3. When the sign of type approval under Article 33 (4) is not marked, or a false sign is marked.

 

(2) Where a person who has obtained a type approval under Article 33 (1) comes to fall under paragraph (1) 1 or 3 and his type approval has thus been cancelled, he shall not file an application for the type approval of telecommunications equipments within the period as fixed by the Enforcement Decree within the scope of 6 months after from the day when type approval is cancelled. <Amended by Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

Article 36 (Follow-up Management)

 

(1) No person shall sell, or display for the purpose of selling, the telecommunications equipments for which a type approval under Article 33 (1) has not been obtained or other telecommunications equipments which are not marked with a sign of the type approval under Article 33 (4): Provided, That the same shall not apply to the telecommunications equipments for tests or research. <Amended by Act No. 6231, Jan. 28, 2000>

 

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(2) In any of the following cases, the Korea Communications Commission may, in case where necessary to confirm whether the matters concerning a type approval of the telecommunications equipments are implemented, have the public officials belonging to him investigate or test the telecommunications equipments in the process of production, import or circulation. < Amended by Act No. 5219, Dec. 30, 1996; Act No. 7810, Dec. 30, 2005; Act No. 8867, Feb. 29, 2008>:

 

  1. in the event any harm has been or is likely to be done to the telecommunications network;

 

  2. in the event the telecommunications network has been altered or reconstructed in violation of relevant laws or the production, purchase and sale of machinery that do not comport with the relevant technical standards haven taken place.

 

(3) The Korea Communications Commission may order a person who has manufactured, imported, sold or displayed with intention of sale the telecommunications equipments which have been sold or displayed with intention of sale in violation of paragraph (1), or the telecommunications equipments which have been found as the inferior goods upon the investigation or tests under paragraph (2), to destroy or recall the relevant telecommunications equipments, under the conditions as prescribed by the Enforcement Decree.>

 

(4) The provisions of Article 25 (7) shall apply mutatis mutandis to the cases under paragraph (2). <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) Matters necessary for the procedures for and methods of the investigation or tests under paragraph (2) shall be prescribed by the Enforcement Decree <Newly Inserted by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(6) In the event of investigation or testing pursuant to paragraph (2) above, the person subject to such investigation or testing shall be notified no later than seven (7) days prior to the date of investigation or test, with details of the investigation or testing plans including the investigation or testing time, content and reasons therefore. Provided, no such notification is necessary in the event of emergency or in the event that there is risk that relevant evidence will be destroyed. < Newly inserted, Dec. 30, 2005>

 

CHAPTER V. Ruling of Disputes, etc. (Amended by Act No. 8867, Feb. 29, 2008>

 

Article 37 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 38 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 39 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 40 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 40-2 (Ruling by Korea Communications Commission)

 

(1) The telecommunications business operators or users may make an application to the Korea Communications Commission for a ruling, in case where an agreement between the parties has not been reached, or they are unable to make an agreement on the matters falling under any of the following subparagraphs: <Amended by Act No. 6602, Jan. 14, 2002; Act No. 8425 May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Compensation for damages under Article 33-2 of the Telecommunications Business Act,

 

  2. The supply of telecommunications facilities and equipment under Article 33-5 (1) and (2) of the Telecommunications Business Act, the joint utilization of the radio communications facilities under Article 33-7 (1) and (2) of the same Act, the interconnection under Article 34 (1), the joint use, etc. under Article 34-3 (1), or the conclusion of an agreement on supply, etc. of information under Article 34-4 (1);

 

15


  3. The supply of telecommunications facilities and equipment under Article 33-5 (1) and (2) of the Telecommunications Business Act, the joint utilization of the radio communications facilities under Article 33-7 (1) and (2) of the same Act, the interconnection under Article 34 (1), the joint use, etc. under Article 34-3 (1), or the implementation of an agreement on supply, etc. of information under Article 34-4 (1) or a compensation for damages; and

 

  4. Other disputes related to the telecommunications business, or other matters prescribed by other Acts as the matters to be ruled by the Korea Communications Commission. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall, upon receipt of an application for ruling under paragraph (1), notify the other party of the relevant fact, and provide him with an opportunity to state an opinion with fixing a period: Provided, That this shall not apply in case where the interested parties fail to comply with it without any justifiable reasons.

 

(3) The Korea Communications Commission shall, in case where it makes a ruling on the application for ruling under paragraph (1), forward the document of such ruling to the parties concerned without delay. <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) When the Korea Communications Commission makes a ruling, and where a lawsuit has not been initiated or it has been withdrawn concerning the content of the relevant ruling, within sixty days from the date when the authentic copy of the document of ruling is served on the parties concerned, an agreement which is identical with the content of the relevant ruling is deemed to have been reached between the parties concerned. <Amended by Act No. 8867, Feb. 29, 2008>

 

(5) A person who is dissatisfied with the amount which shall be paid or received by the parties concerned from among the rulings of the Korea Communications Commission, may request an increase or decrease of the relevant amount by a lawsuit, within sixty days from the date when he has been served with the written ruling. <Amended by Act No. 8867, Feb. 29, 2008>

 

(6) In the lawsuit under paragraph (5), the other party shall be the defendant.

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

Article 40-3 (Good Offices of Disputes)

 

The Korea Communications Commission may, in case where deemed inadequate to make a ruling or when necessary, upon receipt of an application for ruling under Article 40-2 (1), set up the subcommission by cases of dispute, and have such subcommission offer its good offices thereon. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

Article 41 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 42 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 43 (Investigation and Listening to Opinions, etc.)

 

The Korea Communications Commission may, in case where deemed necessary to deal with a case for ruling, carry out the acts falling under any of the following subparagraphs, upon a request from a party concerned or ex officio: <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. A request for the presence of a party concerned or a relevant witness, and listening to his opinions;

 

  2. A request to an appraiser for an appraisal;

 

16


  3. A request for the furnishing of any document or articles related to a case of dispute, and the provisional holding of furnished document or articles; and

 

  4. An act of letting public officials belonging to the Korea Communications Commission enter the business place of the party concerned and other places related to the case of dispute to examine and peruse the documents or articles, or copy such documents.

 

[This Article Newly Inserted by Act No. 6231, Jan. 28, 2000]

 

Article 44 Deleted <by Act No. 8867, Feb. 29, 2008>

 

Article 44-2 (Information and Communications Policy Deliberation Council)

 

(1) In order to deliberate on the major policies related to the information and communications falling under any of the following subparagraphs, the Information and Communications Policy Deliberation Council shall be established under the jurisdiction of the Korea Communications Commission: <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. Basic plans for telecommunications under Article 5;

 

  2. Enforcement plan for technology promotion under Article 8;

 

  3. Permission for the key communications service under Article 5 (1) of the Telecommunications Business Act;

 

  4. Principal policies related to the information and communications industry; and

 

  5. Other matters recognized by the Korea Communications Commission to require the deliberation by the Information and Communications Policy Deliberation Council.

 

(2) Matters necessary for the composition and operation of the Information and Communications Policy Deliberation Council under paragraph (1) shall be determined by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 5219, Dec. 30, 1996]

 

CHAPTER V-2 COMMUNICATIONS DISASTER CONTROL

 

Article 44-3 (Development of Basic Plan for Control of Communications Disaster)

 

(1) The Korea Communications Commission shall draw up a basic plan for the control of communications disaster (hereinafter referred to as the “basic plan”) to prevent the occurrence of any disaster provided for in the Framework Act on the Management of Disasters and Safety, any disaster provided for in the Countermeasures against Natural Disasters Act and any other physical and technical defects, etc. (hereinafter referred to as the “communications disaster”), and to swiftly control and restore the communications disaster with respect to telecommunications services rendered by the key communications business operators prescribed by the Enforcement Decree (hereinafter referred to as the “key communications business operator”). In this case, the basic plan shall be deemed a plan in the field of communications from among the safety management plans provided for in Article 22 of the Framework Act on the Management of Disasters and Safety and the execution plans for the prevention of disasters provided for in Article 16 of the Countermeasures against Natural Disasters Act. <Amended by Act No. 7188, Mar. 11, 2004; Act No. 8867, Feb. 29, 2008>

 

(2) The basic plan shall contain the matters falling under each of the following subparagraphs:

 

  1. matters concerning the designation and management of the telecommunications facilities and equipment that has the high risk of incurring any communications disaster or is needed to be continuously managed to prevent the occurrence of any communications disaster, and of the installation area thereof, etc.;

 

17


  2. matters concerning each of the following which is needed to prepare against any communications disaster:

 

  (a) security of communications bypass path;

 

  (b) formation of an information system for combined operation of the telecommunications line facilities and equipment; and

 

  (c) security of the goods for the restoration of damages; and

 

  3. other matters deemed necessary for the control of any communications disaster.

 

(3) The Korea Communications Commission shall, when it intends to develop the basic plan referred to in paragraph (1), establish a guideline for developing such basic plan and notify key communications business operators of it. <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) The key communications business operators shall each draw up a plan for the control of communications disaster in line with the guideline referred to in paragraph (3) and submit it to the Korea Communications Commission (Amended by Act No 8867, Feb. 29, 2008>.

 

(5) The Korea Communications Commission shall put together the plans for the control of communications disaster submitted by the key communications business operators, develop the basic plan and fix it after going through a deliberation thereon by the Communications Disaster Control Committee formed pursuant to Article 44-5. <Amended by Act No. 8867, Feb. 29, 2008>

 

(6) The Korea Communications Commission shall notify the key communications business operators of the matters that are concerned with them in the basic plan that is finally decided under paragraph (5). <Amended by Act No. 8867, Feb. 29, 2008>

 

(7) Detailed matters necessary for developing the basic plan shall be prescribed by the Enforcement Decree.

 

(8) The provisions of paragraphs (3) through (7) shall apply mutatis mutandis to any alteration of the basic plan.

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

Article 44-4 (Preparations against Communications Disaster)

 

(1) In the event that any communications disaster occurs or is obviously expected to occur, the Korea Communications Commission may have a key communications business operator operate his telecommunications facilities and equipment integrated with the telecommunications facilities and equipment owned by other key telecommunications business operators or owner of private telecommunications facilities and equipment to ensure smooth communications and emergency restoration in the relevant area. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The provisions of Article 22 (3) shall apply mutatis mutandis to a case where the actual expense required for integrated operation of the telecommunications facilities and equipment under paragraph (1) is indemnified.

 

(3) Necessary matters concerning the integrated operation of the telecommunications facilities and equipment under paragraph (1) shall be prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

18


Article 44-5 (Communications Disaster Control Committee)

 

(1) The Communications Disaster Control Committee shall be established under the Korea Communications Commission with the mandate to deliberate on the matters concerning the control of communications disaster. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Communications Disaster Control Committee shall consist of not more than 15 members, including one chairman.

 

(3) The Chairman of the Korea Communications Commission shall be the chairman and the members shall be the vice ministers of the central administrative agencies prescribed by the Enforcement Decree and the persons who are commissioned by the chairman from among the persons falling under each of the following subparagraphs: <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. Representative of the key communications business operators;

 

  2. Head of an organization of the telecommunications business operators; and

 

  3. Persons of profound learning and experience in the control of communications disaster.

 

(4) The Communications Disaster Control Committee shall have a working level committee for its efficient operation.

 

(5) Necessary matters concerning the composition and operation, etc. of the Communications Disaster Control Committee and the working-level committee shall be prescribed by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

Article 44-6 (Functions of Communications Disaster Control Committee)

 

The Communications Disaster Control Committee shall deliberate on the matters falling under each of the following subparagraphs:

 

  1. The basic direction for the control of communications disaster;

 

  2. The basic plan; and

 

  3. Other major policy matters concerned with communications disaster that are put on the agenda by the chairman.

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

Article 44-7 (Report on Communications Disaster)

 

Any key communications business operator shall, when any communications disaster occurs with respect to the telecommunications services rendered by him, report without delay the current situation, cause of such communications disaster, details of emergency measures, countermeasures to restore damage, etc. to the Korea Communications Commission. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

Article 44-8 (Communications Disaster Countermeasures Headquarters)

 

(1) In the event that the damage caused by any communications disaster is extensive requiring a comprehensive measure at the level of the Government, the Korea Communications Commission may establish and operate the communications disaster countermeasures headquarters (hereinafter referred to as the “countermeasures headquarters”). <Amended by Act No. 8867, Feb. 29, 2008>

 

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(2) The head of the countermeasures headquarters shall be the Chairman of the Korea Communications Commission. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Necessary matters concerning the composition, operation, etc. of the countermeasures headquarters shall be prescribed by the Enforcement Decree.

 

(4) The key communications business operators shall report the current situation, etc. of the progress in the restoration of damage done by any communications disaster to the countermeasures headquarters under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6823, Dec. 26, 2002]

 

CHAPTER VI SUPPLEMENTARY PROVISIONS

 

Article 45 (Report, Inspection, etc.)

 

(1) The Korea Communications Commission may, when the Enforcement Decree so determines, have the installer of the telecommunications facilities and equipment report on the relevant facilities, or have the public officials belonging to him enter the relevant office, business office, factory or business place to inspect the status of facilities, account books or documents, etc. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission may, where there exists a person who has installed the telecommunications facilities and equipment in violation of this Act, order him to remove the relevant facilities and take other necessary measures. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) The provisions of Article 25 (7) shall apply mutatis mutandis to the cases under paragraph (1). <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(4) In the event of the investigation or testing pursuant to paragraph (1) above, the facilities installer shall be notified no later than seven (7) days prior to the date of investigation or testing, with details of the investigation or testing plans including the investigation or testing time, content and reasons therefore. Provided, no such notification is necessary in the event of emergency or in the event that there is risk that relevant evidence will be destroyed. < Newly inserted, Dec. 30, 2005>

 

Article 45-2 (Hearing)

 

The Korea Communications Commission shall, in case where he intends to make a disposition falling under any of the following subparagraphs, hold a hearing: <Amended by Act No. 6231, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

  1. Cancellation of a designation under Article 33-2 (4); and

 

  2. Cancellation of a type approval under Article 35 (1).

 

[This Article Wholly Amended by Act No. 5453, Dec. 13, 1997]

 

Article 46 (Delegation and Entrustment of Authority)

 

(1) Part of the authority of the Minister of Knowledge Economy and the Korea Communications Commission under this Act may be delegated or commissioned to the head of the related agencies or of the Korea Post under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

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(2) The Korea Communications Commission may commission the tasks under Article 29 to the Association, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

CHAPTER VII PENAL PROVISIONS

 

Article 47 (Penal Provisions)

 

(1) A person who has publicly made a false communication over the telecommunications facilities and equipment for the purpose of harming the public interest shall be punished by imprisonment for not more than five years or by a fine not exceeding fifty million won. <Amended by Act No. 5219, Dec. 30, 1996>

 

(2) A person who has publicly made a false communication over the telecommunications facilities and equipment for the purpose of benefiting himself or the third party or inflicting damages on the third party shall be punished by imprisonment for not more than three years or by a fine not exceeding thirty million won. <Amended by Act No. 5219, Dec. 30, 1996>

 

(3) In case where the false communication under paragraph (2) is of a telegraphic remittance, it shall be punished by imprisonment for not more than five years or by a fine not exceeding fifty million won. <Amended by Act No. 5219, Dec. 30, 1996>

 

(4) When a person engaged in the telecommunications business commits the act under paragraph (1) or (3), he shall be punished by imprisonment for not more than ten years or by a fine not exceeding 100 million won, and in case of committing the act under paragraph (2), he shall be punished by imprisonment for not more than five years or by a fine not exceeding fifty million won. <Amended by Act No. 5219, Dec. 30, 1996>

 

Article 48 (Penal Provisions)

 

A person who has produced, sold, or imported the telecommunications equipment without obtaining type approval, in violation of Article 33 (1), shall be punished by imprisonment for not more than three years or by a fine not exceeding thirty million won.

 

[This Article Wholly Amended by Act No. 5219, Dec. 30, 1996]

 

Article 48-2 Deleted. <by Act No. 6360, Jan. 16, 2001>

 

Article 49 (Penal Provisions)

 

A person who falls under any of the following subparagraphs shall be punished by imprisonment for not more than one year or by a fine not exceeding ten million won:

 

  1. A person who has installed or modified the telecommunications facilities and equipment without making a report under the text of Article 17 (1), or who has installed the telecommunications facilities and equipment without obtaining an approval under the proviso of the same Article and same paragraph;

 

  2. A person who has installed the private telecommunications facilities and equipment without making a report or modified report under Article 20 (1);

 

  3. A person who has intermediated other person’s communications by utilizing the private telecommunications facilities and equipment under Article 21 (1), or who has operated them in a manner contrary to the installation purposes;

 

  4. A person who has violated an order to provide telecommunications services or other important communication services, or to interconnect the relevant facilities and equipment with other telecommunications facilities and equipment under Article 22 (1);

 

21


  5. A person who has violated an order to suspend the use under Article 23 (2), or an order to suspend their use, to renovate, or to repair under paragraph (3) of the same Article;

 

  6. A person who has displayed the telecommunications equipment with intention of sale without obtaining type approval under Article 33 (1);

 

  7. A person who has violated an order to suspend production under Article 35 (1);

 

  8. A person who has violated an order to destroy or recall under Article 36 (3); and

 

  9. A person who has violated an order to remove telecommunications facilities under Article 45 (2).

 

[This Article Wholly Amended by Act No. 6602, Jan. 14, 2002]

 

Article 50 Deleted. <by Act No. 6231, Jan. 28, 2000>

 

Article 51 (Joint Penal Provisions)

 

When the representative of a juristic person, or an agent, employee or any other employed of the juristic person or an individual commits violations of Articles 48, 48-2 and 49 concerning the business of the relevant juristic person or individual, the relevant juristic person or individual shall be punished by a fine as stipulated under the corresponding Articles, in addition to the punishment of the violator. <Amended by Act No. 6231, Jan. 28, 2000>

 

Article 52 (Legal Fiction of Public Officials in Application of Penal Provisions), a person who carries out a performance test under Article 33-2 (1), and a person who deals with the entrusted business under Articles 46 (2), shall be deemed public officials in the application of Articles 129 through 132 of the Criminal Act. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 53 (Fine for Negligence)

 

(1) A person falling under any of the following subparagraphs shall be punished by a fine for negligence not exceeding ten million won: <Amended by Act No. 6231, Jan. 28, 2000; Act No. 6602, Jan. 14, 2002; Act No. 6823, Dec. 26, 2002>

 

  1. A person who has used the private telecommunications facilities and equipment without obtaining a confirmation, in contravention of Article 20 (3);

 

  2. A person who has failed to conduct the testing under Article 25 (2) or to record and manage its results;

 

  3. A person who has committed the act of refusing, evading or obstructing the inspection and the testing under Article 25 (5);

 

  4. A person who has managed the telecommunications facilities and equipment without setting forth the management regulations under Article 26 (1);

 

  5. A person who has violated the orders under Article 27;

 

  6. A person who has sold the telecommunications equipment, or displayed it with intention of sale, without making any indication of type approval, in violation of Article 33 (4);

 

  7. A person who has produced or imported the telecommunications equipment which was judged as inferior goods by the investigation or test under Article 36 (2), or who has sold or displayed it with intention of sale while being aware that it was judged as inferior goods;

 

  8. A person who has refused, obstructed or evaded the inspection and testing under Article 36 (2);

 

22


  9. A person who has failed to submit the plan for the control of communications disaster required by Article 44-3 (4);

 

  10. A person who has failed to report the communications disaster required by Article 44-7 or made a false report;

 

  11. A person who has failed to report the current situation of the progress in the restoration of damage, etc. required by Article 44-8 (4) or made a false report;

 

  12. A person who has failed to file a report under Article 45 (1), or filed a false report; and

 

  13. A person who has refused, obstructed or evaded the inspection under Article 45 (1).

 

(2) The fine for negligence under paragraph (1) shall be imposed and collected by the Korea Communications Commission, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) A person who is dissatisfied with a disposition of fine for negligence under paragraph (2) may raise an objection to the Korea Communications Commission within 30 days from the date of notification of such disposition. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(4) When the person notified of a disposition of fine for negligence under paragraph (2) raises an objection under paragraph (3), the Korea Communications Commission shall notify without delay the competent court thereof, and the court so notified shall make judgments of a fine for negligence based on the Non-Contentious Case Litigation Procedure Act. <Amended by Act No. 5219, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) In case where neither an objection to nor the payment of the fine for negligence within the period specified under paragraph (3) is made, it shall be collected pursuant to the example of the disposition on the national taxes in arrears.

 

ADDENDA

 

Article 1 (Enforcement Date)

 

This Act shall enter into force four months after the date of its promulgation.

 

Article 2 (Transitional Measures on Confirmation of Technical Criteria Suitability)

 

The person who installed the telecommunications line facilities and equipment and ran the public telecommunications business, at the time of implementation of this Act, shall obtain confirmation from the Minister of Information and Communication as stipulated under Article 25 (2), on the telecommunications facilities and equipment already installed within one year from the effective date of this Act.

 

Article 3 (Transitional Measures on Management Rules)

 

The person who installed the telecommunications line facilities and equipment and ran the public telecommunications business, at the time of implementation of this Act, shall make the management rules pursuant to Article 26 and report to the Minister of Information and Communication within one year from the time when this Act enters into force.

 

Article 4 (Transitional Measures on Type Approval)

 

The telecommunications equipment that already obtained the type approval under Article 30 (1), at the time of implementation of this Act, shall be presumed to have obtained the type approval from the Minister of Information and Communication pursuant to Article 33 (1), and the valid period shall be presumed to have been renewed pursuant to Article 34 (1) at the time when this Act enters into force.

 

23


Article 5 (Transitional Measures on Association)

 

(1) The incorporated juristic person, Korea Telecommunications Technology Association established pursuant to Article 32 of the Civil Act (hereinafter referred to as the “juristic person”), at the time when this Act enters into force, may apply for the approval from the Minister of Information and Communication in order that the Association to be established pursuant to Article 30 of this Act may succeed all rights and duties of the foundation, through resolutions of the board of directors thereof.

 

(2) The juristic person which obtained the approval through application, pursuant to the above paragraph (1), shall be presumed to be dissolved in spite of the provisions concerning dissolution and liquidation of a juristic person in the Civil Act, simultaneously with establishment of the Association under this Act, and the Association to be established pursuant to this Act shall succeed all rights and duties that belonged to the foundation.

 

Article 6 (Transitional Measures on Approval, etc.)

 

In case where there exist corresponding provisions in this Act, apart from Articles 2 and 4 of Addenda, to those approval, license, measures, orders, application, etc., pursuant to the former provisions, at the time when this Act enters into force, then these shall be presumed to have been made pursuant to this Act.

 

Article 7 Omitted.

 

ADDENDA (Industrial Standardization Act) <Act No. 4528, Dec. 8, 1992>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force six months after the date of its promulgation.

 

Articles 2 through 11 Omitted.

 

ADDENDA (Government Organization Act) <Act No. 4541, Mar. 6, 1993>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on the day of its promulgation. (Proviso Omitted.)

 

Articles 2 through 5 Omitted.

 

ADDENDA <Act No. 4905, Jan. 5, 1995>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force three months after the date of its promulgation: Provided, that the preparatory works for enforcement of Article 2 (1) of Addenda may be initiated even before the enforcement date of this Act.

 

Article 2 (Transitional Measures, etc. on Electronics and Telecommunications Research Institute)

 

(1) When the foundational juristic person, the Electronics and Telecommunications Research Institute established under an approval of the Minister of Information and Communication pursuant to Article 32 of the Civil Act at the time when this Act entered into force, obtains an approval from the Minister of Information and Communication on a succession of its status via the resolution of the board of directors, it shall be considered as the Electronics and Telecommunications Research Institute established under the amendment to Article 15-2 (hereinafter referred to as the “Research Institute”).

 

24


(2) When the foundational juristic person, the Electronics and Telecommunications Research Institute obtains an approval under paragraph (1), it shall without delay file a registration of incorporation for the research institute. In this case, the foundational juristic person, the Electronics and Telecommunications Research Institute, shall be considered to have been dissolved.

 

(3) In a case of paragraph (1), all properties, rights and duties of the foundational juristic person, the Electronics and Telecommunications Research Institute, shall be presumed to belong to the Research Institute, and the title of the foundational juristic person, the Electronics and Telecommunications Research Institute on the register and public books, etc. related to its property, rights and duties shall be considered as that of the Research Institute.

 

(4) The value of property which is considered as that of the Research Institute under paragraph (3), shall be calculated according to a book value, based on the prior date of the registration of incorporation under paragraph (2).

 

(5) In a case of paragraph (1), the activities done before the enforcement of this Act by the foundational juristic person, the Electronics and Telecommunications Research Institute, shall be presumed to have been done by the Research Institute under this Act, and the activities done before the enforcement of this Act against the foundational juristic person, the Electronics and Telecommunications Research Institute, shall be presumed to have been done against the Research Institute under this Act.

 

(6) In a case of paragraph (1), the officers and employees of the foundational juristic person, the Electronics and Telecommunications Research Institute at the time when this Act enters into force, shall be presumed to have been elected or appointed to the positions of the Research Institute. In this case, the tenure of office for officers shall be reckoned from the date elected as an officer of the foundational juristic person, the Electronics and Telecommunications Research Institute.

 

Article 3 (Transitional Measures on Supply Agreements of Telecommunications Facilities and Equipment)

 

The approval of supply agreements of the telecommunications facilities and equipment, obtained pursuant to former Article 18 at the time when this Act enters into force, shall be presumed as the report done pursuant to the amended provisions of Article 18.

 

Article 4 (Transitional Measures on Valid Period of Type Approval)

 

The valid period of the telecommunications facilities and equipment, the type approval of which were obtained pursuant to Article 33, prior to enforcement of this Act, but the valid period thereof has not been expired, shall be regulated pursuant to the amended provisions of Article 34, In this case, the valid period shall be reckoned from the type approval date obtained.

 

ADDENDA <Act No. 5219, Dec. 30, 1996>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force one month after the date of its promulgation.

 

Article 2 (Transitional Measures on Electronics and Telecommunications Research Institute, etc.)

 

(1) The Electronics and Telecommunications Research Institute, under the previous provisions at the time when this Act enters into force, shall be deemed the research institute established pursuant to the amended provisions of Article 15-2.

 

(2) The Korea Telecommunications Technology Association under the previous provisions at the time when this act enters into force shall be deemed the Association established pursuant to the amended provisions of Article 30.

 

25


Article 3 (Transitional Measures on Installation of Private Telecommunications Facilities and Equipment)

 

The person who has obtained the permission of installation or permission of modified installation of the private telecommunications facilities and equipment, pursuant to the previous provisions at the time when this Act enters into force, shall be deemed to have made a report to the relevant authority pursuant to the amended provisions of Article 20 (1).

 

Article 4 Omitted.

 

ADDENDA <Telecommunications Business Act No. 5385, Aug. 28, 1997>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 1998.

 

Articles 2 through 8 Omitted.

 

ADDENDA <Information and Communication Work Business Act No. 5386, Aug. 28, 1997>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 1998. (Proviso Omitted.)

 

Articles 2 through 8 Omitted.

 

ADDENDA <Act No. 5453, Dec. 13, 1997>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 1998. (Proviso Omitted.)

 

Article 2 Omitted.

 

ADDENDUM <Act No. 5454, Dec. 13, 1997>

 

This Act shall enter into force on January 1, 1998. (Proviso Omitted.)

 

ADDENDA <Act No. 5733, Jan. 29, 1999>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on the date of its promulgation.

 

Articles 2 through 11 Omitted.

 

ADDENDA <Act No. 6231, Jan. 28, 2000>

 

(1) (Enforcement Date) This Act shall enter into force three months after the date of its promulgation.

 

(2) (Transitional Measures concerning Penal Provisions) In the application of the penal provisions to any act committed prior to the enforcement of this Act, the previous provisions shall govern.

 

26


ADDENDA <Act No. 6360, Jan. 16, 2001>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on July 1, 2001.

 

Articles 2 through 6 Omitted.

 

ADDENDA <Act No. 6602, Jan. 14, 2002>

 

(1) (Enforcement Date) This Act shall enter into force on July 1, 2002.

 

(2) (Transitional Measures concerning Penal Provisions) In the application of the penal provisions to any act committed prior to the enforcement of this Act, the previous provisions shall govern.

 

(3) Omitted.

 

ADDENDA <Act No. 6656, Feb. 4, 2002>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 2003.

 

Articles 2 through 12 Omitted.

 

ADDENDUM <Act No. 6823, Dec. 26, 2002>

 

This Act shall enter into force three months after the date of its promulgation.

 

ADDENDA <Act No. 7188, Mar. 11, 2004>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on the date as prescribed by the Enforcement Decree within the limit not exceeding three months after the date of its promulgation.

 

[Enforcement date of the Framework Act on the Management of Disasters and Safety, the Enforcement Decree No. 18407, May 29, 2004; Jun. 1, 2004]

 

Articles 2 through 11 Omitted.

 

ADDENDA <Act No. 7210, Mar. 22, 2004>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force three months after the date of its promulgation.

 

Articles 2 through 16 Omitted.

 

27


ADDENDA <Act No. 7303, Dec. 31, 2004>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force six months after the date of its promulgation.

 

Articles 2 through 7 Omitted.

 

ADDENDUM <No. 7810, Dec. 30, 2005>

 

(1) (Date of Enforcement): This Act shall enter into force three (3) months after its promulgation.

 

(2) (Transitional Measures) The research and development contribution imposed prior to the enforcement of this Act on the key communication business operator under the provisions of Articles 5 and 10 of the Telecommunications Business Act and the research and development contribution imposed on the special communication business operator under the provisions of Article 19 of the Telecommunications Business Act shall be governed by the previous provisions.

 

ADDENDA (Telecommunications Business Act) <No. 8425, May 11, 2007>

 

(1) (Date of Enforcement) This Act shall enter into force six months after its promulgation.

 

(2) Deleted.

 

(3) (Amendments of other Acts) Parts of the Framework Act on Telecommunications shall be amended as follows:

 

     In Article 40-2 paragraph (1) 1 of this Act, “compensations for actual expenses under Article 46” shall be amended to “compensation for damages.”

 

ADDENDA (Industrial Standardization Act) <No. 8486, May 25, 2007>

 

Articles 1 (Date of Enforcement) This Act shall enter into force 1 year after its promulgation.

 

Articles 2 through 8 omitted.

 

Article 9 (Amendments of other Acts) subparagraphs 1 through 12 omitted.

 

13. Part of the Framework Act on Telecommunications shall be amended as follows.

 

In the conditions provided under Article 29 paragraph (1), “matters for which the Korean Industrial Norms under the Industrial Standardization Act are set” shall be amended to “matters for which the Korean Industrial Standards under the Industrial Standardization Act are set.”

 

14 through <22> omitted.

 

Article 10 omitted.

 

ADDENDA (Government Organization Act) <No, 8852, Feb. 29, 2008>

 

Article 1 (Date of Enforcement) This Act shall enter into force on the date of its promulgation; However, ····< omitted>···· under Article 6 of this Addendum, any amended Acts that were promulgated before this Act but whose dates of enforcement has not been arrived shall be enforced on the dates of enforcement for the corresponding Acts.

 

28


Articles 2 through 5 omitted.

 

Article 6 (Amendments of other Acts) from 1 to <425> omitted.

 

<426> Part of the Framework Act on Telecommunications shall be amended as follows:

 

“The Minister of Information and Communication” in Article 8 paragraph (1), Article 9 paragraph (1) and (2), Article 10 paragraph (1), Article 11 paragraph (1), Article 13 paragraph (1) shall be amended to “the Minister of Knowledge Economy.”

 

<427> through <760> omitted.

 

Article 7 omitted.

 

ADDENDA (Act on the Establishment and Operation of the Korea Communications Commission) <No. 8867, Feb. 29, 2008>

 

Article 1 (Date of Enforcement) This Act shall enter into force from the date of its promulgation. (conditions omitted)

 

Articles 2 through 6 omitted

 

Article 7 (Amendments of other Acts) 1 through 9 omitted

 

10 Part of the Framework Act on Telecommunications shall be amended as follows.

 

The Title of Chapter V “Korea Communications Commission” shall be amended to “Ruling of Disputes, etc.”

 

Articles 37 through 40, Article 41, 42 and 44 shall be deleted.

 

In Article 44-2(1), but excluding each of the subparagraphs thereof, “the Ministry of Information and Communication” shall be amended to “the Korea Communications Commission.”

 

In Article 44-5(1), “the Ministry of Information and Communication” shall be amended to “the Korea Communications Commission.”

 

In Article 44-5(3), but excluding each of the subparagraphs thereof, and in Article 44-8 paragraph (2), “the Minister of Information and Communication” shall be changed to “the Chairman of the Korea Communications Commission.”

 

In Article 46(1), “the Minister of Information and Communication” shall be amended to “the Minister of Knowledge Economy and the Korea Communications Commission.”

 

In Article 52, “members of the Korea Communication Commission who are not public officials from among members of the said Commission under Article 33-2(1)” shall be amended to “under Article 33-2(1).”

 

“The Minister of Information and Communication” mentioned in Article 3, Article 17(2), Article 21(1)2, Article 25(2), the text of Article 33(1), Article 33-2(1), Article 44-2(1)5, Article 53(2) shall be changed to “the Korea Communications Commission.”

 

“The Minister of Information and Communication” in Article 4, Article 5(1) and (3), Article 18(2)-(4) but excluding each of the subparagraphs thereof, Article 18(6), the former part of Article 22(1), Article 22(2), Article 23(1)-(3), Article 24(1) and (3), Article 25(5) but excluding each of the subparagraphs thereof, Article 27,

 

29


Article 28(1) and (2), the text of Article 29(1), Article 29(2), Article 30(4), Article 30-2(6), Article 31 (1), (2) and (4), Article 33(3), the text of Article 33-2(1), (3) and (4) but excluding each of the subparagraphs thereof, Article 33-3(3), Article 35(1) but excluding each of the subparagraphs thereof, Article 36(2) but excluding each of the subparagraphs thereof, Article 36(3), Article 45(1) and (2), Article 45-2 but excluding each of the subparagraphs thereof, Article 46(2) and Article 53(4) shall be amended to “the Korea Communications Commission.”

 

“The Ordinance of the Ministry of Information and Communication” stated in Article 16, the text and proviso of Article 17(1), Article 20(4), Article 24(2), Article 25(1) and (4), Article 26(2), Article 30-2(2), Article 30-3(2), the proviso of Article 33(1), Article 33(2) through (4), Article 33-2(3), (5) and (6), Article 34-2(2), Article 35(2), Article 36 (5), Article 44-8(4) and Article 45(1) shall be amended to “the Enforcement Decree.”

 

“To the Minister of Information and Communication” mentioned in the text of Article 17(1), Article 18(5), Article 20(1), Article 30-2(5), the former part of Article 33(5), Article 34-2(1), Article 44-3(4), Article 44-7 and Article 53(3) shall be amended to “to the Korea Communications Commission.”

 

“The Minister of Information and Communication” mentioned in the proviso of Article 17(1), Article 20(3) and Article 33(1) shall be amended to “the Korea Communications Commission.”

 

The Ordinance of the Ministry of Information and Communication” in Article 18(2) and (4) but excluding each of the subparagraphs thereof, Article 33(5) and (6), Article 44-3 (1) and Article 44-4(3) shall be changed to “the Enforcement Decree.”

 

“The Minister of Information and Communication” stated in Article 44-3(1), (3), (5) and (6), Article 44-4(1) and Article 44-8(1) shall be amended to “the Korea Communications Commission.”

 

“The Korea Communications Commission” mentioned in the caption for Article 40-2, Article 40-2(1) but excluding each of the subparagraphs thereof, Article 40-2(2) through (5), Article 40-3, Article 43 but excluding each of the subparagraphs thereof and Article 43(4) shall be amended to “The Korea Communications Commission.”

 

In Article 46(1), “Delegated to the head of Korea Post or of the Radio Research Laboratory” shall be amended to “delegated or commissioned to the head of relevant agencies or of the Korea Post”

 

11 through <20> omitted.

 

Articles 8 through 12 omitted.

 

30

EX-15.2 9 dex152.htm ENFORCEMENT DECREE OF THE TELECOMMUNICATIONS BASIC LAW Enforcement Decree of the Telecommunications Basic Law

EXHIBIT 15.2

 

ENFORCEMENT DECREE OF THE TELECOMMUNICATIONS BASIC LAW

 

ENFORCEMENT DECREE OF THE FRAMEWORK ACT ON TELECOMMUNICATIONS

 

Wholly Amended by Enforcement Decree No. 13557,

  

Dec. 31, 1991

Amended by Enforcement Decree No. 14226,

  

Apr. 30, 1994

Enforcement Decree No. 14571,

  

Apr. 6, 1995

Enforcement Decree No. 15282,

  

Feb. 22, 1997

Enforcement Decree No. 15598,

  

Dec. 31, 1997

Enforcement Decree No. 15817,

  

Jun. 24, 1998

Enforcement Decree No. 16093,

  

Jan. 29, 1999

Enforcement Decree No. 16797,

  

Apr. 29, 2000

Enforcement Decree No. 17659,

  

Jun. 29, 2002

Enforcement Decree No. 17989,

  

Jun. 5, 2003

Enforcement Decree No. 18312,

  

Mar. 17, 2004

Enforcement Decree No. 18390,

  

May. 24, 2004

Enforcement Decree No. 18594,

  

Dec. 3, 2004

Enforcement Decree No. 18743,

  

Mar. 18, 2005

Enforcement Decree No. 20665,

  

Feb. 29, 2008

 

CHAPTER I GENERAL PROVISIONS

 

Article 1 (Purpose)

 

The purpose of this Enforcement Decree is to provide matters delegated under the Framework Act on Telecommunications (the “Act”) and matters necessary for its enforcement.

 

CHAPTER II PROMOTION OF TELECOMMUNICATIONS TECHNOLOGY

 

Article 2 (Financial Support for Research Institute, etc.)

 

(1) The Minister of Knowledge Economy may appropriate into the budget the required funds for the financial support under Article 10(2) of the Act and for subsidies of research funds under Article 11(2) of the Act.

 

(2) The Minister of Knowledge Economy shall determine detailed matters necessary for the method of, and procedures for, financial support and performance of research tasks.

 

Article 3 (Institutions Subject to, and Methods of, Guidance and Fostering)

 

(1) The research institutes, etc. which the Minister of Knowledge Economy guides and fosters under Article 10(4) of the Act shall be as follows:

 

  1. the Electronics and Telecommunications Research Institute established under Article 8 of the Act on the Establishment, Operation and Fosterage of Government-Invested Research Institutions of Science and Technology;

 

  2. research institutes established for the purpose of conducting research on telecommunications and designated by the Minister of Knowledge Economy;

 

  3. an institute or an organization which undertakes research, development, education or training in telecommunications; and

 

1


  4. a corporation or an organization engaged in collecting, analyzing and publicizing information on telecommunications.

 

(2) Methods of guidance and fostering concerning research institutes, etc. under paragraph (1) shall be as follows:

 

  1. financial support for ground research and performance of special tasks in the field of telecommunications;

 

  2. support of education and training for the purpose of fostering skilled technicians in the field of telecommunications;

 

  3. supply of technological information on telecommunications; and

 

  4. support for cooperation with other institutes, organizations or international bodies.

 

(3) The following funds shall be given to the research institutes prescribed under subparagraphs 1 and 2 of paragraph (1):

 

  1. research and development funds for telecommunications technology and policy on telecommunications;

 

  2. construction expenses for facilities, etc. necessary for research and development; and

 

  3. other expenses for the management of research institutes, etc.

 

Article 4 (Selection of Research Tasks)

 

Research tasks the Minister of Knowledge Economy may select under Article 11(2) of the Act are as follows:

 

  1. matters of basic research relating to telecommunications;

 

  2. matters concerning research and development of new telecommunications methods or technology;

 

  3. matters concerning technical improvement of telecommunications equipment; or

 

  4. other matters necessary for securing core telecommunications technology.

 

Article 5 (Designation of Researchers)

 

When designating persons who will conduct research on research tasks under Article 11(2) of the Act, the Minister of Knowledge Economy shall do so in the following order:

 

  1. persons who proposed the subject research task

 

  2. persons who successfully conducted research on a subject matter similar to the subject research task.

 

Article 6 (Joint Research, etc.)

 

The Minister of Knowledge Economy may have the person designated under Article 5 to work jointly on the research tasks under Article 4, if it is deemed especially necessary to do so.

 

Article 7 (Computation Criteria for Donations to Research and Development)

 

(1) Sales under Article 12(1) of the Act shall be profits made from sales activities, subtracted by the price paid for using other telecommunications business operators’ communication network.

 

(2) The amount to be donated to research and development pursuant to Article 12(1) of the Act (the “Donations”) shall be 0.5% of sales from the preceding year; provided that, the donation amount from the telecommunications business operators prescribed under Article 34(3)2 of the Telecommunications Business Act shall be 0.75% of their sales from the preceding year.

 

2


(3) When imposing the Donations pursuant to Article 12(1) of the Act, the Minister of Knowledge Economy shall notify the donor every year in writing, specifying the Donations computed in accordance with paragraph (2) and payment period, to submit the relevant Donations to an account opened with the Bank of Korea for the purpose of managing the receipt and disbursement of the information and communication promotion fund pursuant to Article 33 of the Framework Act on Information Promotion.

 

(4) The Minister of Knowledge Economy shall set forth, and issue public notification on, the details necessary for computation and imposition of the Donations.

 

Article 8 (Reduction of Donations)

 

Pursuant to Article 12(3) of the Act, the Minister of Knowledge Economy shall exempt telecommunications business operators whose sales from the preceding year is less than 30,000,000,000 won or who incurred a net loss during the current period from the obligation to make the Donations. In the event the Donations computed exceed 0.7% of the net profit during the current period of the relevant telecommunications business operator, the Donations shall be reduced by an amount equal to the amount of excess.

 

Article 9 (Additional Charges, etc.)

 

(1) The additional charges contemplated under Article 12(4) shall be an amount equal to 0.3% of the Donations in arrears.

 

(2) In the event the Donations in arrears are not paid, an amount corresponding to 1.2% of such amount in arrears shall be charged for each month following the payment due date in addition to the additional charges set forth in paragraph (1) (the “Increased Additional Charges”); provided that, the Increased Additional Charges shall not be imposed for more than 60 months.

 

Article 10 (Contents of Technical Guidance, etc.)

 

(1) The matters subject to, and the contents of, technical guidance pursuant to Article 13(2) of the Act shall be as follows:

 

  1. matters concerning the application of technical standards of telecommunications equipment;

 

  2. matters concerning the adoption, practical application and development of a new telecommunications method and technology;

 

  3. matters concerning the improvement of production technology of telecommunications equipment;

 

  4. matters concerning the improvement of functions and special features of telecommunications equipment; and

 

  5. matters concerning the standard construction method applied to the installation and maintenance of telecommunications facilities and equipment.

 

(2) The methods of technical guidance extended to persons subject to technical guidance shall be as follows:

 

  1. guidance concerning quality assurance of telecommunications equipment;

 

  2. supply of technical information;

 

  3. support for technical training and overseas technical cooperation; and

 

  4. transfer of technology.

 

3


CHAPTER III TELECOMMUNICATIONS FACILITIES AND EQUIPMENT

 

Article 11 (Report on Installation or Alternation of Telecommunications Facilities and Equipment)

 

Key communications business operators who wish to install or alter major telecommunications facilities and equipment under the text of Article 17(1) of the Act shall submit to the Korea Communications Commission a report on installation of, or alteration to, major telecommunications facilities and equipment (including an electronic report) with each of the following documentation (including electronic documentation) attached thereto:

 

  1. details of installation of, or alteration to, telecommunications facilities and equipment, including a communication network diagram; and

 

  2. security polices relating to telecommunications facilities and equipment.

 

Article 12 (Authorization to Install Telecommunications Facilities and Equipment)

 

(1) Key communications business operators who wish to obtain an authorization to install telecommunications facilities and equipment for the first time in accordance with new telecommunications technology under the proviso of Article 17(1) of the Act shall submit to the Korea Communications Commission an application for authorization to install telecommunications facilities and equipment (including an electronic application) with each of the following documentation (including electronic documentation) attached thereto:

 

  1. a business proposal;

 

  2. security polices relating to telecommunications facilities and equipment;

 

  3. present technological trend of the subject telecommunications facilities and equipment, such as their standards in or outside Korea;

 

  4. present status of research and development relating to the subject telecommunications facilities and equipment in or outside Korea; and

 

  5. an accord (applicable only where installing or using telecommunications facilities and equipment jointly with other operators in or outside Korea).

 

(2) Upon receipt of an application under paragraph (1), the Korea Communications Commission shall examine the distinctive technical qualities of the telecommunications facilities and equipment sought to be installed and notify the relevant applicant, within 15 days of the date of receipt of the application, whether the application has been approved.

 

Article 13 (Selection of Specialized Agency for Data Survey)

 

(1) When, under Article 18(3) of the Act, the Korea Communications Commission intends to have a specialized agency in the field of telecommunications conduct data survey necessary for consultation among key communications business operators regarding joint installation of telecommunications facilities and equipment, it shall select an agency recognized as having specialty with regard to the relevant survey and being capable of ensuring impartiality and objectivity and have such agency conduct the data survey.

 

(2) Upon selecting a specialized agency to conduct data survey under paragraph (1), the Korea Communications Commission shall inform the key communications business operator concerned thereof.

 

Article 14 (Investigation of Information related to Joint Installation of Telecommunications Facilities and Equipment)

 

Under Article 18(2) of the Act, the Korea Communications Commission may investigate each of the following information necessary for consultation among key communications business operators regarding joint installation of telecommunications facilities and equipment:

 

  1. a key communications business operator’s plans for installing telecommunications facilities and equipment concerning each of the following:

 

  (a) types and standards of the telecommunications facilities and equipment to be installed;

 

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  (b) areas and sections for installation;

 

  (c) time of installation; and

 

  (d) technological conditions, etc.;

 

  2. telecommunications facilities and equipment capable of being jointly installed, and areas and sections suitable for joint installation of telecommunications facilities and equipment;

 

  3. plans for efficient joint installation of telecommunications facilities and equipment; and

 

  4. economical effect of joint installation of telecommunications facilities and equipment.

 

Article 15 (Recommendation to Jointly Install Telecommunications Facilities and Equipment)

 

(1) In the event the Korea Communications Commission makes a recommendation, pursuant to Article 18(4) of the Act, for key communications business operators to jointly install telecommunications facilities and equipment, it shall specify the telecommunications facilities and equipment subject to joint installation, areas and sections for installation, time of installation, technological conditions, etc. in its recommendation.

 

(2) A key communications business operator who wishes to jointly install telecommunications facilities and equipment under Article 18(4)1 of the Act shall submit documentation containing each of the following to the Korea Communications Commission:

 

  1. plans for jointly installing telecommunications facilities and equipment;

 

  2. economical effect of joint installation of telecommunications facilities and equipment; and

 

  3. reasons why consultations with the key communications business operator subject to joint installation of telecommunications facilities and equipment have not taken place, and solutions therefor.

 

(3) A key communications business operator who receives a recommendation to jointly install telecommunications facilities and equipment from the Korea Communications Commission shall notify the Korea Communications Commission, within 21 days from the date of receipt of such recommendation, whether it can accept such recommendation and, in the event it cannot, the reasons therefor.

 

Article 16 (Report on Private Telecommunications Facilities and Equipment)

 

(1) A person who intends to install private telecommunications facilities and equipment under Article 20 of the Act shall submit, not later than 21 days prior to the date installation work for such facilities and equipment commences, to the Korea Communications Commission a report on installation of private telecommunications facilities and equipment (including an electronic report), specifying each the following, with design drawings of the installation work for such facilities and equipment attached thereto:

 

  1. reporter;

 

  2. type of business;

 

  3. purpose of business;

 

  4. telecommunications method;

 

  5. installation place of facilities and equipment;

 

  6. outline of the facilities and equipment; and

 

  7. (expected) operation date of the facilities and equipment.

 

(2) “Matters specified under the Enforcement Decree of the Act” in the latter part of Article 20(1) of the Act means matters set forth in subparagraphs 2-6 of paragraph (1).

 

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(3) In the event a person who filed a report on installation of private telecommunications facilities and equipment intends to alter the matters prescribed under paragraph (2), the person shall file with the Korea Communications Commission, not later than 21 days prior to the commencement date of the relevant alteration (or, where intending to alter any of the information set forth in subparagraphs 4-6 of paragraph (1), the commencement date of the relevant alteration work), a report (including an electronic report) on such alteration stating the details thereof, with design drawings of the installation work for such facilities and equipment, including a comparison of before and after the alteration, attached thereto.

 

(4) Upon receipt of a report on installation of, or alternation to, private telecommunications facilities and equipment under paragraph (1) or (3), the Korea Communications Commission shall examine each of the following:

 

  1. whether the installation or alteration complies with the technical standards under Article 25(1) of the Act; and

 

  2. whether the private telecommunications facilities and equipment were installed by an individual to be used for her or his own telecommunications.

 

(5) Upon verifying that a report on installation of, or alternation to, private telecommunications facilities and equipment satisfies the considerations set forth in each of the subparagraphs of paragraph (4), the Korea Communications Commission shall issue to the person who filed such report a certificate thereof.

 

Article 17 (Confirmation on Construction Work, etc. for Installation)

 

(1) A person who files an installation or alteration report on private telecommunications facilities and equipment under Article 20(3) of the Act shall receive confirmation thereof from the Korea Communications Commission within 7 days after the construction work for the installation or alteration of such facilities and equipment is completed.

 

(2) A person who intends to receive confirmation from the Korea Communications Commission under paragraph (1) shall submit thereto an application for confirmation of private telecommunications facilities and equipment (including an electronic application) with each of the following documentation (including electronic documentation) attached thereto:

 

  1. documentation demonstrating that the construction work was completed in compliance with the technical criteria under Article 25(1) of the Act;

 

  2. documentation demonstrating that the construction work was completed in compliance with the design drawings under Article 25(3) of the Act; and

 

  3. copies of licenses held by the operator.

 

(3) In the event any of the following is discovered as a result of examination of the documentation under paragraph (2), the Korea Communications Commission may request supplementation thereto within a period reasonably fixed:

 

  1. where any of the attachments is incomplete; or

 

  2. where the contents of the application or attachments are unclear.

 

Article 18 (Exemption from Report on Installation of Private Telecommunications Facilities and Equipment)

 

Private telecommunications facilities and equipment that may be installed without a report under Article 20(4) of the Act are as follows:

 

  1. private telecommunications facilities and equipment for installing main and terminal equipment inside a building and on the site thereof;

 

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  2. private telecommunications facilities and equipment for installing main and terminal equipment inside two or more buildings, or on the sites thereof, between which the shortest distance is 100 meters or less and which are possessed by one person (excluding buildings or sites separated by a road or river); or

 

  3. private telecommunications facilities and equipment installed for use, not exceeding 1 month, by the police in urgent situations.

 

Article 19 (Supply of Private Telecommunications Facilities and Equipment)

 

(1) A person who has installed private telecommunications facilities and equipment may supply them to a key communications business operator if there are unused telecommunications facilities and equipment in excess of the capacity necessary for the person’s use of telecommunication among the private telecommunications facilities and equipment installed, where the key communications business operator asked to install such private telecommunications facilities and equipment under Article 21(2) of the Act.

 

(2) The consideration for any supply of private telecommunications facilities and equipment to key communications business operators under paragraph (1) shall be determined in accordance with the criteria publicly notified by the Korea Communications Commission within the limit of the amount which adds the amount of investment and repair to the expenses required for the network and operation of the private telecommunications facilities and equipment concerned.

 

Article 20 (Criteria for Order to Suspend Use)

 

The criteria for issuing an order to suspend use under Article 23(2) of the Act are as provided in Table 1 attached hereto.

 

Article 21 (Types of Offenses Subject to Imposition of Penalties and Amount of Penalties, etc.)

 

(1) The types of offenses subject to imposition of penalties under Article 24 of the Act and the amount of such penalties shall be as provided in Table 2 attached hereto.

 

(2) In deciding the amount of penalties under paragraph (1), the Korea Communications Commission shall consider each of the following:

 

  1. substance and severity of the offense;

 

  2. period and frequency of the offense; and

 

  3. scale of any profits acquired through the offense.

 

Article 22 (Imposition and Payment of Penalties)

 

(1) The Korea Communications Commission shall, where it intends to impose a penalty pursuant to Article 24(2) of the Act, notify, in writing, the person subject to such penalty of the type of the offense, the amount of penalty imposed, etc.

 

(2) A person receiving a notification under paragraph (1) shall pay the penalty imposed to a receiving agency designated by the Korea Communications Commission within 20 days from the date of receiving such notification; provided that, where the person is unable to pay the penalty imposed within such period due to a natural disaster or other unavoidable circumstances, the person shall pay the penalty imposed within 7 days from the date on which said reason ceases to exist.

 

(3) A receiving agency in receipt of a payment of penalty under paragraph (2) shall issue a receipt thereof to the person who paid the penalty.

 

(4) A receiving agency in receipt of a payment of penalty shall notify the Korea Communications Commission thereof without delay.

 

(5) Penalties may not be paid in installments.

 

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Article 23 (Preparing Design Drawings)

 

(1) Design drawings under Article 25(3) of the Act shall be prepared by persons falling under any of the following:

 

  1. a proprietor of engineering activities in the field of communications or information processing pursuant to the Engineering Technology Promotion Act, or a proprietor of engineering activities or professional engineer in the field of communications or information processing whose office is registered pursuant to the Professional Engineers Act; or

 

  2. an information or communications technician engaged in technical activities pursuant to subparagraph 1 of Table 2 attached to the Enforcement Decree of the Information and Communication Work Business Act.

 

(2) The Korea Communications Commission may separately determine, and issue public notification concerning, the scope of construction work for telecommunications facilities and equipment installation that may only be designed by persons falling under subparagraph 1 of paragraph (1).

 

Article 24 (Certificate)

 

Details concerning the certificate referred to in Article 25(7) of the Act shall be prescribed under the Korea Communications Commission Rule.

 

Article 25 (Management Rules)

 

Matters to be determined under the management rules for telecommunications facilities and equipment pursuant to Article 26 of the Act are as follows:

 

  1. composition, duties and limited liabilities of telecommunications facilities and equipment management structure;

 

  2. installation, testing, operation, inspection, maintenance and repair of telecommunications facilities and equipment;

 

  3. procedures and countermeasures in the event telecommunications facilities and equipment are experiencing trouble;

 

  4. measures for protecting communication secrets of users of telecommunications facilities and equipment; and

 

  5. other matters necessary for secure and reliable provision of telecommunications facilities and equipment.

 

Article 26 (Facilities Entitled to Securing Pipeline Ways)

 

The term “other facilities or housing sites as determined by the Enforcement Decree” in Article 30-2(1)8 of the Act means any of the following facilities, etc.:

 

  1. passenger transport terminals under the Passenger Transport Service Act;

 

  2. freight terminals under the Goods Distribution Promotion Act;

 

  3. complexes for the cooperating business of small and medium enterprises created under the Promotion of Small and Medium Enterprises and Encouragement of Purchase of Their Products Act;

 

  4. distribution complexes developed under the Promotion of Distribution Complex Development Act;

 

  5. tourist resorts or sightseeing complexes created under the Tourism Promotion Act; and

 

  6. sewage culverts under the Sewerage Act.

 

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Article 27 (Conciliation on Securing Pipeline Ways)

 

(1) When asked for conciliation pursuant to Article 30-2(5) of the Act and preparing a draft conciliation thereafter, the Korea Communications Commission shall be advised by the head of the related administrative agency and the parties concerned.

 

(2) In the event the Korea Communications Commission prepares a draft conciliation under paragraph (1), it shall notify the parties concerned and may recommend acceptance thereof by specifying a period of not less than 30 days.

 

(3) Where the draft conciliation under paragraph (2) is accepted by the parties concerned, the Korea Communications Commission shall prepare a draft conciliation indicating each of the following and have the parties concerned sign and affix their seal to it:

 

  1. case reference;

 

  2. names and addresses of the parties concerned, appointed parties or agents;

 

  3. purpose of the request for conciliation;

 

  4. conciliation provisions; and

 

  5. date of preparation.

 

Article 28 (Integrated Operation of Telecommunications Facilities and Equipment, etc.)

 

“Where it is necessary for an efficient management and operation of telecommunications facilities and equipment” in Article 31(1) of the Act shall mean where it is necessary to prevent overlapping investment of telecommunications facilities and equipment through an efficient management and operation of such telecommunications facilities and equipment.

 

Article 29 (Selection of Integrated Operation Communications Business Operators)

 

(1) In selecting, under Article 31(1) of the Act, key communications business operators who are capable of operating telecommunication facilities and equipment, etc. in an integrated manner, the Korea Communications Commission shall examine matters falling under each of the following and select such operators from among key communications business operators who render telecommunications service in areas or their adjacent areas where telecommunications facilities and equipment subject to the integrated operation are installed:

 

  1. manpower and organizations of the key communication business operators;

 

  2. facilities and equipment in possession of the key communication business operators;

 

  3. technical levels of the key communication business operators; and

 

  4. financial structure of the key communication business operators.

 

(2) The Korea Communications Commission shall, where it intends to select operators of integrated operation communications business under Article 31 (1) of the Act, go through in advance deliberation of the Information and Communications Policy Deliberation Council (the “Council”) pursuant to Article 44-2(1) of the Act.

 

Article 30 (Matters to be Included in Integrated Operation Plan)

 

“Other matters prescribed under the Enforcement Decree of the Act” in Article 31(3)3 of the Act means each of the following:

 

  1. matters concerning charges for integrated telecommunications facilities and equipment; and

 

  2. matters concerning workers who operate integrated telecommunications facilities and equipment.

 

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Article 31 (Purchase of Telecommunications Facilities and Equipment, etc.)

 

(1) Sales price of telecommunications facilities and equipment, etc. under Article 32(2) of the Act shall be calculated based on the appraised value of certified public appraisers under the Public Notice of Values and Appraisal of Real Estate Act; provided that, if it is not easy to obtain a certified public appraiser’s appraisal, sales price may be calculated through consultation among the parties concerned.

 

(2) Matters concerning the sales procedure of telecommunications facilities and equipment, etc. and the payment method of the sales price under Article 32(2) of the Act shall be determined through consultation among the parties concerned.

 

Article 32 (Disposal and Collection of Telecommunications Machinery and Materials)

 

Any order by the Korea Communications Commission for the disposal or collection of telecommunications machinery and materials under Article 36(3) of the Act shall be made in writing, and the reason and period for the disposal or collection shall be specified.

 

CHAPTER IV RULING IN DISPUTES, ETC.

 

Article 33 (Application for Ruling)

 

(1) Any person who wishes to apply for a ruling pursuant to Article 40-2(1) of the Act shall submit to the Korea Communications Commission an application for ruling with each of the following documentation attached thereto; provided that, the documentation set forth in subparagraphs 3-5 shall be applicable only to applications for ruling pursuant to Article 40-2(1)3.

 

  1. documentation relating to the summary of the application for ruling;

 

  2. documentation relating to the results of consultation among the parties concerned;

 

  3. copy of the Accord;

 

  4. documentation relating to the amounts due or payable and the computation method thereof; and

 

  5. drawings indicating provision, common use or interconnection of telecommunications facilities and equipment, or a summary of information provided.

 

(2) In the event any of the following is discovered as a result of examination of the documentation under paragraph (2), the Korea Communications Commission may request supplementation thereto within a period reasonably fixed:

 

  1. where any of the attachments is incomplete; or

 

  2. where the contents of the application or attachments are unclear.

 

(3) In the event an applicant fails to comply, within the time period prescribed in paragraph (2), with a supplementation request made by the Korea Communications Commission, the Korea Communications Commission shall return all the relevant application materials to such applicant, clearly indicating the reason for the return.

 

Article 34 (Period for Ruling)

 

(1) The Korea Communications Commission shall make a ruling within 60 days after it receives an application for a ruling under Article 40-2 of the Act.

 

(2) In the event the Korea Communications Commission fails to make a ruling within the fixed period under paragraph (1) due to an unavoidable circumstance, a period for the ruling may be extended, only once, for not more than 30 days by the resolution of the Korea Communications Commission.

 

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Article 35 (Ruling)

 

(1) Rulings of the Korea Communications Commission shall be in writing.

 

(2) Rulings provided under paragraph (1) shall specify an order, the reason of order, and date of decision, and the chairman, and officials presented in the meeting shall sign or seal the ruling and send it to parties concerned.

 

Article 36 (Composition of Information and Communications Policy Deliberation Council, etc.)

 

(1) The Council prescribed under Article 44-2 of the Act shall be composed of not more than 20 members including one chairman.

 

(2) The chairman and members of the Council shall be appointed or commissioned by the Commissioner of the Korea Communications Commission among those falling under any of the following:

 

  1. public officials of Grade III or higher, or equivalent to Grade III or higher of related administrative agencies( including public officials of high ranking or Grade);

 

  2. persons in charge of lecture and research on the information and communications-related fields at universities or research institutes under the Higher Education Act;

 

  3. representatives of information and communications-related organizations or agencies, or persons who have been or were in office as executive officers of information and communications-related enterprises for not less than 5 years;

 

  4. persons with a significant amount of knowledge and experience in information and communications; or

 

  5. persons recommended by civil organizations (referring to nonprofit non-governmental organizations under Article 2 of the Assistance for Nonprofit Non-Governmental Organizations Act).

 

(3) The terms of office for members shall be two years after which time they may be reappointed; provided that, the term of office for any member who is appointed or commissioned after the decision of his position shall be the period for which he holds such position.

 

Article 37 (Duties of Chairman)

 

(1) The chairman shall exercise overall control over the affairs and represent the Council.

 

(2) Where the chairman is unable to discharge his duties due to compelling reasons, a member appointed in advance by the chairman shall act as chairman on his behalf.

 

Article 38 (Meetings of the Council)

 

(1) The chairman shall convene a meeting of the Council and shall preside over it.

 

(2) Decisions of a meeting of the Council shall be taken by a majority of all the members attending and by affirmative vote of a majority of members present.

 

(3) Where deemed necessary, the Council may be advised by the related public officials or related experts.

 

Article 39 (Secretary of Information and Communications Policy Deliberation Council)

 

The Council shall have a secretary to handle the affairs of the Council, and the secretary shall be appointed by the Commissioner of Korea Communications Commission from among the public officials belonging to the Korea Communications Commission.

 

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Article 40 (Subcommissions)

 

The Council may have subcommissions where the matters which the Korea Communications Commission submits for deliberation need a technical review.

 

Article 41 (Allowance)

 

The members who attend the Council or subcommissions shall be paid an allowance within the limits of the budget; provided that, such allowance shall not be applicable where the members who are public officials attend it in direct connection with their duties as public officials.

 

Article 42 (Detailed Operational Regulations)

 

Except those prescribed under this Enforcement Decree, any matter necessary for operation of the Council and composition and operation etc. of subcommissions shall be determined by the chairman through a resolution of the Council.

 

CHAPTER V CONTROL OF COMMUNICATIONS DISASTERS

 

Article 43 (Major Key Communications Business Operators)

 

Major key communications business operators under Article 44-3(1) of the Act (the “Major Key Communications Business Operators”) shall be (i) key communications business operators providing any of the following services and (ii) either key communications business operators deemed and publicly notified by the Korea Communications Commission to have a great impact on the public interest and national industries, or key communications business operators whose stable provision of services is deemed and publicly notified by the Korea Communications Commission to be especially necessary:

 

  1. local telephone service;

 

  2. long distance telephone service;

 

  3. international telephone service;

 

  4. high speed internet service; or

 

  5. among services provided upon being assigned frequencies, a mobile telephone service or a trunked radio system service with at least 100,000 users.

 

Article 44 (Formulation Procedures for Basic Plan for Communications Disaster Control)

 

(1) Pursuant to Article 44-3(3) of the Act, the Korea Communications Commission shall prepare guidelines on formulation of basic plans for communications disaster control for the next fiscal year not later than the end of April each year and notify major key communications business operators thereof.

 

(2) Major key communications business operator shall formulate a plan for communications disaster control for the next fiscal year in accordance with the guidelines on formulation under paragraph (1), and submit it to the Korea Communications Commission not later than the end of May each year.

 

(3) Pursuant to Article 44-3(5) of the Act, the Korea Communications Commission shall fix the basic plans for communications disaster control for the next fiscal year not later than the end of July each year.

 

Article 45 (Integrated Management of Telecommunications Facilities and Equipment)

 

(1) For the purpose of integrated management of telecommunications facilities and equipment pursuant to Article 44-4(1) of the Act, the Korea Communications Commission may order key communications business

 

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operators and holders of private telecommunications facilities and equipment to exchange with each other information on the facilities and equipment they operate or own, or order a professional institution designated by the Korea Communications Commission to establish a database of such information and share the database with the Korea Communications Commission.

 

(2) A key communications business operator may, where integrated management of telecommunications facilities and equipment pursuant to Article 44-4(1) of the Act is needed, make a request for such integrated management to another key communications business operator or a holder of private telecommunications facilities and equipment, and the entity or person so requested shall oblige such request barring any particular circumstances.

 

(3) A key communications business operator may request conciliation by the Korea Communications Commission in the event another key communications business operator or a holder of private telecommunications facilities and equipment does not oblige its request under paragraph (2) for integrated management.

 

(4) The Korea Communications Commission may, either upon receiving request for conciliation or by its authority, order integrated management of telecommunications facilities and equipment against a key communications business operator or a holder of private telecommunications facilities and equipment.

 

Article 46 (Organization and Operation of Communications Disaster Control Committee)

 

(1) Vice Ministers of related central administrative agencies who are to become the members of the Communications Disaster Control Committee (hereinafter referred to as the “Committee”) under Article 44-5 (3) of the Act, shall be the Administrator of the National Emergency Management Agency, Vice Minister of National Defense, Deputy Director of the National Intelligence Service, and Vice Ministers of related administrative agencies which are deemed necessary by the Chairman.

 

(2) The Chairman shall convene a meeting of the Committee and preside over it.

 

(3) If the Chairman is unable to perform his duties due to any inevitable reasons, a member shall act on behalf of the Chairman in the order of members nominated by the Chairman.

 

(4) Where the Chairman intends to convene a meeting of the Committee, he shall notify each member, in writing or by an electronic document, of the date and time, venue and agenda of the meeting not later than 7 days before an opening of the meeting: Provided, That the same shall not apply to the case where it is a matter of urgency or there exist inevitable causes.

 

(5) The Committee shall resolve by the attendance of a majority of all incumbent members, and by the consent of a majority of those present.

 

(6) The Committee may hear the opinions of the related public officials or the related specialists in case where it is deemed necessary.

 

(7) The Committee shall have an executive secretary to deal with its affairs, and he shall be nominated by the Chairman from among the public officials belonging to the Korea Communications Commission.

 

Article 47 (Organization and Operation of Working Committees)

 

(1) Working committees established within the Committee under Article 44-5(4) of the Act shall consist of 15 working members or less, including one chairman of working committee.

 

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(2) The chairman of working committee shall be the emergency strategist of the Korea Communications Commission, and the working members shall be the persons falling under each of the following:

 

  1. each one of persons designated by the head of relevant institution, from among the public officials of Grade IV or those corresponding thereto, who belong to the central administrative agencies whereto the members under Article 46(1) hereof belong, and to the related administrative agencies deemed necessary by the chairman of working committee; and

 

  2. person who is commissioned by the chairman of working committee among the persons falling under any of the following items:

 

  (a) person in charge of the duties concerning communications disaster, from among the employees of a major key communications business operator and of the electric communications business operators’ organization; and

 

  (b) person who has much knowledge of, and experiences in, communications disaster control.

 

(3) The chairman of working committee shall convene a meeting of the said committee, and preside over it.

 

(4) The working committee shall have an executive secretary to deal with its affairs, and the executive secretary shall be appointed by the Commissioner of the Korea Communications Commission among the public officials belonging to the Korea Communications Commission.

 

(5) The working committee shall examine and deliberate on the cases referred to the Committee, and on the items delegated by the Committee or directed by the Chairman of the Committee.

 

Article 48 (Allowances)

 

Allowances may be paid within the limit of budgets to the members or the working members who have attended a meeting of the Committee or the working committees; provided that, the same shall not apply to the case where the members or the working members who are the public officials attend in direct relations with their competent duties.

 

Article 49 (Detailed Operational Rules)

 

Except as prescribed under this Enforcement Decree, matters necessary for an organization and operation, etc. of the Committee shall be determined by the Chairman after going through a resolution by the Committee, and matters necessary for an organization and operation, etc. of the working committee shall be determined by the chairman of working committee after going through a resolution by the working committee, respectively.

 

Article 50 (Report on Communications Disasters)

 

Pursuant to Articles 44-7 and 44-8(4) of the Act, the Major Key Communications Business Operators shall, upon occurrence of a communications disaster and until such disaster has been fully contained, report, from time to time, on any damages incurred, present recovery status, countermeasures, etc. to the Korea Communications Commission or the communications disaster countermeasure headquarters under Article 44-8 of the Act (the “Countermeasure Headquarters”)

 

Article 51 (Organization and Operation of Countermeasure Headquarters)

 

(1) The Countermeasure Headquarters shall consist of public officials belonging to the central administrative agency and the employees belonging to the major key communications business operator, who are directly related with a restoration of communications disaster.

 

(2) The Korea Communications Commission shall determine in advance an organizing method of the countermeasure headquarters, so as to enable to swiftly cope with the communications disaster, and to notify it to the head of central administrative agency and the major key communications business operator whereto belong the constituent members of the countermeasure headquarters under paragraph (1).

 

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(3) The head of countermeasure headquarters shall represent the said headquarters and exercise overall control of the affairs falling under any of the following:

 

  1. direction and control of the mobilization of materials for an urgent restoration and the restoration activities by the major key communications business operator;

 

  2. establishment of the countermeasures for efficient urgent restoration activities, such as a setting-up of the urgent restoration systems and a sharing of roles between the major key communications business operators, etc.;

 

  3. support to the communications in the communications disaster areas; and

 

  4. other matters deemed necessary by the head of countermeasure headquarters.

 

(4) The head of countermeasure headquarters may request the major key communications business operators to dispatch their employees, in order to efficiently operate the countermeasure headquarters. In this case, any major key communications business operator in receipt of a request for dispatching his employees shall comply with it unless there exist any special grounds.

 

(5) Except as otherwise prescribed in this Enforcement Decree, the matters necessary for organization and operation of the countermeasure headquarters shall be determined by the head of countermeasure headquarters.

 

CHAPTER VI SUPPLEMENTARY PROVISIONS

 

Article 52 (Procedures for Stating Opinions)

 

(1) If the Korea Communications Commission intends to give an opportunity to state opinion under Article 40-2(2) of the Act, it shall notify the person concerned or the person’s representative not later than ten days before the fixed date for stating opinion.

 

(2) The person or the person’s representative notified under paragraph (1) may present oneself on the date fixed, and state or submit in writing one’s opinion.

 

(3) When the person concerned or the person’s representative present oneself and state one’s opinion under paragraph (2), public officials concerned shall prepare a written abstract thereof and have the subject person confirm it and affix signature and seal thereto.

 

(4) Notification under paragraph (1) shall specify that the subject person will be deemed to have no opinion in the absence of an oral or a written statement of opinion without a compelling reason.

 

Article 53 (Report on, and Inspection of, Telecommunications Facilities and Equipment)

 

“As prescribed under the Enforcement Decree of the Act” in Article 45(1) of the Act means any of the following:

 

  1. where necessary for the establishment or enforcement of policies relating to telecommunications;

 

  2. where necessary in order to verify the propriety of installation or management of telecommunications facilities and equipment; or

 

  3. where necessary for securing stable communication during a state emergency or disaster.

 

Article 54 (Delegation and Commission of Powers)

 

(1) Pursuant to Article 46(1) of the Act, the Korea Communications Commission shall delegate each of the following authorities to the director general of the Radio Research Laboratory:

 

  1. form approval of telecommunications machinery and materials under Article 33(1) of the Act;

 

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  2. designation, inspection, cancellation, suspension of business and supervision of designated testing institutions under Article 33-2 of the Act;

 

  3. termination of form approval under Article 34-2 of the Act;

 

  4. revocation of form approval, suspension of product manufacturing or taking other necessary measures under Article 35(1) of the Act;

 

  5. affairs concerning investigation and testing of telecommunications machinery and materials under Article 36(2) of the Act (applicable only to telecommunications machinery and materials for which form approval has been granted under the text of Article 33(1) of the Act);

 

  6. order for destruction or removal of telecommunications machinery and materials under Article 36(3) of the Act (applicable only to telecommunications machinery and materials for which a sign of form approval has not been marked in contravention of the provisions of Article 33(4) of the Act, or which have been judged inferior in quality after investigation and testing under Article 36(2) of the Act);

 

  7. hearing under Article 45-2 of the Act; and

 

  8. imposition or collection of a fine for negligence, pursuant to Article 53(2) of the Act, on and from any person who falls under Article 53(1) 6, 7 or 8 of the Act (applicable only to any person who has rejected, hindered or dodged investigation or testing of telecommunications machinery and materials to which form approval has been granted under the text of Article 33(1) of the Act).

 

(2) The Korea Communications Commission shall delegate the following authorities to the head of the Korea Post under Article 46(1) of the Act:

 

  1. acceptance of reports on the installation of private telecommunications facilities and equipment, and reports on any alteration to the telecommunications facilities and equipment installed, under Article 20(1) of the Act;

 

  2. verification under Article 20(3) of the Act;

 

  3. issuance of orders, under Article 22(1) of the Act, against persons who installed private telecommunications facilities and equipment to either engage in a telecommunications business or to connect such private telecommunications facilities and equipment with other telecommunications facilities and equipment;

 

  4. issuance of correction orders, under Article 23(1) of the Act, against persons who installed private telecommunications facilities and equipment;

 

  5. issuance of orders, under Article 23(2) and (3) of the Act, to suspend the use of private telecommunications facilities and equipment or to remodel or repair private telecommunications facilities and equipment;

 

  6. imposition or collection of penalties under Article 24 of the Act;

 

  7. examination or testing of telecommunications facilities and equipment, under Article 25(5) of the Act, in order to verify whether they conform to the technical standards;

 

  8. measures necessary, under Article 27 of the Act, to correct persons who installed telecommunications facilities and equipment or for other purposes;

 

  9. investigation of telecommunications machinery and materials under Article 36(2) of the Act (applicable only to telecommunications machinery and materials for which form approval has not been granted in contravention of the text of Article 33(1) of the Act); and

 

  10. issuance of orders to destruct or remove telecommunications machinery and materials under Article 36(3) of the Act (applicable only to telecommunications machinery and materials for which form approval has not been granted in contravention of the text of Article 33(1) of the Act).

 

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  11. acceptance and inspection of reports with respect to persons who install telecommunications facilities and equipment under Article 45(1) of the Act;

 

  12. issuance of orders to eliminate illegal telecommunication facilities and equipment and taking other measures necessary therefor under Article 45(2) of the Act; and

 

  13. imposition or collection of a fine for negligence, pursuant to Article 53(2) of the Act, on and from any person who falls under Article 53(1)1-5, 8, 9 or 10 of the Act (applicable only to any person who has rejected, hindered or dodged investigation of telecommunications machinery and materials to which form approval has not been granted in contravention of the text of Article 33(1) of the Act).

 

Article 55 (Fines for Negligence)

 

(1) When the Korea Communications Commission imposes a fine for negligence under Article 53(2) of the Act, it shall, upon investigation and verification of the subject offense, notify, in writing, the person subject to such fine to pay it, specifying the details of the subject offense and methods of, and period for, raising objection.

 

(2) When the Korea Communications Commission intends to impose a fine for negligence under paragraph (1), it shall specify a period of not less than 10 days and give the person subject to such fine an opportunity to state her or his opinion. In such case, it shall be deemed that there is no opinion in the absence of any oral or written opinion presented within the period specified.

 

(3) In determining the amount of a fine for negligence, the Korea Communications Commission shall take into account the motive and consequences of the subject offense.

 

(4) Fines for negligence shall be collected in accordance with the collection procedures for any income prescribed under the laws relating to the management of national funds, and any payment notice shall include methods of, and period for, objection.

 

ADDENDA <Enforcement Decree No. 20665, February 29, 2008>

 

Article 1 (Enforcement Date)

 

This Enforcement Decree shall enter into force on the date of its promulgation.

 

Article 3 (Relationship with Other Laws)

 

In the event the Enforcement Decree of the Framework Act on Telecommunications, the Enforcement Rule of the Framework Act on Telecommunications or any provision under either the Enforcement Decree or the Enforcement Rule is quoted in any other laws at the time when this Enforcement Decree enters into force, and a provision hereunder corresponds to such provision quoted, this Enforcement Decree or such corresponding provision shall be deemed to have been quoted instead.

 

Table 1. Criteria for Order to Suspend Use [as per Article 20]

 

Table 2. Penalty Amount per Offense Type [as per Article 21(1)]

 

17

EX-15.3 10 dex153.htm THE TELECOMMUNICATIONS BUSINESS ACT The Telecommunications Business Act

EXHIBIT 15.3

 

TELECOMMUNICATIONS BUSINESS ACT

 

Wholly Amended by Act No. 4394,

   Aug. 10, 1991

Amended by Act No. 4439,

   Dec. 14, 1991

Act No. 4441,

   Dec. 14, 1991

Act No. 4861,

   Jan. 5, 1995

Act No. 4903,

   Jan. 5, 1995

Act No. 5220,

   Dec. 30, 1996

Act No. 5385,

   Aug. 28, 1997

Act No. 5564,

   Sep. 17, 1998

Act No. 5835,

   Feb. 8, 1999

Act No. 5986,

   May. 24, 1999

Act No. 6230,

   Jan. 28, 2000

Act No. 6346,

   Jan. 8, 2001

Act No. 6360,

   Jan. 16, 2001

Act No. 6602,

   Jan. 14, 2002

Act No. 6656,

   Feb. 4, 2002

Act No. 6822,

   Dec. 26, 2002

Act No. 7165,

   Feb. 9, 2004

Act No. 7445,

   Mar. 31, 2005

Act No. 7796,

   Dec. 29, 2005

Act No. 7916,

   Mar. 24, 2006

Act No. 8198,

   Jan. 3, 2007

Act No. 8324,

   March 29, 2007. Enforcement Date Sep. 30, 2007

Act No. 8425,

   May 11, 2007

Act No. 8635,

   Aug. 3, 2007

Act No. 8867,

   Feb. 29, 2008

 

CHAPTER I GENERAL PROVISIONS

 

Article 1 (Purpose)

 

The purpose of this Act is to contribute to the promotion of public welfare by encouraging sound development of telecommunications business and ensuring convenience to the users of telecommunications service through proper management of such business.

 

Article 2 (Definitions)

 

(1) For the purpose of this Act, <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998>

 

  1. the term “telecommunications business operator” means a person who provides telecommunications service with holding a license or making a registration or report under this Act;

 

  2. the term “user” means a person who has made a contract for the use of any telecommunications service with the telecommunications business operator in order to receive a provision of telecommunications service; and

 

  3. the term “universal service” means the basic telecommunications service which any user may receive at reasonable fees anytime and anywhere.

 

1


(2) The terms used in this Act shall be the same as defined in the Framework Act on Telecommunications, except for those defined in paragraph (1) above. <Amended by Act No. 8198, Jan. 3, 2007>

 

Article 3 (Duty of Providing Services, etc.)

 

(1) A telecommunications business operator shall not refuse to provide any telecommunications service, without justifiable reasons.

 

(2) A telecommunications business operator shall guarantee the fairness, speediness and accuracy in performing his business.

 

(3) A fee for telecommunications service shall be reasonably fixed so as to ensure a smooth development of telecommunications business and to provide the users with convenient and diverse telecommunications services in the fair and inexpensive manner.

 

Article 3-2 (Universal Service)

 

(1) All telecommunications business operators shall have the obligation to provide universal service or to replenish the losses incurred by such provisions. <Amended by Act No. 6346, Jan. 8, 2001>

 

(2) The Communications Commission may, notwithstanding the provisions of paragraph (1), exempt the telecommunications business operator determined by the Enforcement Decree as a telecommunications business operator for whom an imposition of obligation under paragraph (1) is deemed inadequate in view of the peculiarity of telecommunications service, or the telecommunications business operator whose turnover of telecommunications service is less than the amount as determined by the Enforcement Decree within the limit of 1/100 of total turnover of the telecommunications services, from the relevant obligations. <Newly Inserted by Act No. 6346, Jan. 8, 2001, Act No. 8867, Feb. 29, 2008>

 

(3) The details of universal service shall be determined by the Enforcement Decree in consideration of the following matters: <Amended by Act No. 8425, May 11, 2007>

 

  1. Level of the development of information and communications technology;

 

  2. Level of the dissemination of telecommunications service;

 

  3. Public interest and safety;

 

  4. Promotion of social welfare; and

 

  5. Acceleration of informatization.

 

(4) In order to provide effective, stable universal service, the Korea Communications Commission may, in consideration of size and quality of universal service, level of price and the technical capability of a telecommunications business operator, designate a telecommunications business operator through the method and procedure prescribed by the Enforcement Decree. <Amended by Act No. 8425, May 11, 2007; No. 8867, Feb. 29, 2008>

 

(5) Under the method and procedure prescribed by the Enforcement Decree, the Korea Communications Commission may have a telecommunications business operator bear compensation for losses incurred in the course of providing universal service based on the total sales. <Newly inserted by Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5564, Sep. 17, 1998]

 

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CHAPTER II TELECOMMUNICATIONS BUSINESS

 

SECTION 1 General Provisions

 

Article 4 (Classification, etc. of Telecommunications Business)

 

(1) The telecommunications businesses shall be classified into a key communications business, a specific communications business and a value-added communications business. <Amended by Act No. 5385, Aug. 28, 1997>

 

(2) The key communications business shall be the business to install telecommunications line facilities, and thereby provide telecommunications services such as telegraph and telephone service (hereinafter referred to as the “key telecommunications services”), whose types and contents are determined by the Enforcement Decree, in consideration of impacts on the public interest and national industries and the necessity for stable provision of services. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) The specific communications business shall correspond to one of the following subparagraphs: <Newly Inserted by Act No. 5385, Aug. 28, 1997; Act No. 8867, Feb. 29, 2008>

 

  1. Business which provides a key telecommunications service by making use of telecommunications line facilities, etc. of a person who has obtained a license for key communications business under Article 5 (hereinafter referred to as a “key communications business operator”); and

 

  2. Business which installs the telecommunications facilities in the premises as determined by the Enforcement Decree, and provides a telecommunications service therein by making use of the said facilities.

 

(4) The value-added communications business shall be the business which leases telecommunications line facilities from a key communications business operator, and provides a telecommunications business service other than the key telecommunications services under paragraph (2) (hereinafter referred to as the “value-added communications service”). <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997>

 

  [This Article Wholly Amended by Act No. 4903, Jan. 5, 1995]

 

SECTION 2 Key Communications Business

 

Article 5 (License etc. of Key Communications Business Operator)

 

(1) A person who intends to run a key communications business shall obtain a license from the Korea Communications Commission. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall, in case where it intends to grant a license under paragraph (1), go through a deliberation by the Information and Communications Policy Deliberation Council under Article 44-2 of the Framework Act on Telecommunications: Provided, That this shall not apply to the license of minor business as prescribed by the Enforcement Decree <Amended by Act No. 5220, Dec. 30, 1996, Amended by Act No. 8198, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission shall, in granting a license under paragraph (1), comprehensively examine the matters falling under each of the following subparagraphs: <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

  1. Propriety of the plans for providing the key telecommunications services;

 

  2. Appropriateness of the size of telecommunications facilities;

 

  3. Financial and technical capability;

 

3


  4. Actual results of technical developments related to key telecommunications services to be provided;

 

  5. Technical development plans related to key telecommunications services;

 

  6. Support plans for technical developments for promoting telecommunications; and

 

  7. Other necessary matters for the performance of business.

 

(4) The Communications Commission shall set forth the detailed examination criteria by examining item under paragraph (3), period for license and outline of application for license, and make a public announcement thereof. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(5) The Korea Communications Commission may, in case where it grants a license for key communications business under paragraph (1), attach the conditions necessary for the promotion of fair competition, protection of users, improvement of service quality and efficient employment of resources for information and communication. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

(6) A person subject to a license under paragraph (1) shall be limited to a juristic person.

 

(7) Procedures for a license under paragraph (1) and other necessary matters shall be determined by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 4903, Jan. 5, 1995]

 

Article 5-2 (Reasons for Disqualification for License)

 

Persons falling under each of the following subparagraphs shall not be entitled to obtain the license for a key communications business as referred to in Article 5:

 

  1. The State or local governments;

 

  2. Foreign governments or foreign corporations; and

 

  3. Corporations whose stocks are owned by foreign governments or foreigners in excess of the restrictions on stock possessions as referred to in Article 6 (1).

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

Article 6 (Restrictions on Stock Possessions of Foreign Governments or Foreigners)

 

(1) The stocks of a key communications business operator (limited to the voting stocks, and including the stock equivalents with voting rights, such as stock depositary receipts, etc. and investment equities; hereinafter the same shall apply) shall not be owned in excess of 49/100 of the gross number of issued stocks, when adding up all of those owned by the foreign governments or foreigners.

 

(2) A corporation whose largest stockholder is a foreign government or a foreigner (including, throughout this Act, a specially-related person under Article 9(1)1 of the Capital Markets and Financial Investment Business Act) and not less than 15/100 of the gross number of its issued stocks is owned by said foreign government or foreigner (hereinafter referred to as the “fictitious corporation of foreigners”) shall be regarded as a foreigner. <Amended, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) A corporation that owns less than 1/100 of the gross number of stocks issued by a key communications business operator shall not be regarded as a foreigner, even if it is equipped with the requirements as referred to in paragraph (2).

 

[This Article Wholly Amended by Act No. 7165, Feb. 9, 2004]

 

4


Article 6-2 (Grounds for Disqualifying Officers)

 

(1) Any person falling under each of the following subparagraphs shall be disqualified to serve as an officer of any key communications business operator <Amended by Act No. 7445, Mar. 31, 2005; Act No. 8198, Jan. 3, 2007>:

 

  1. A minor, an incompetent or a quasi-incompetent;

 

  2. A person who has yet to be reinstated after having been declared bankrupt;

 

  3. A person who has been sentenced to imprisonment without prison labor or a heavier punishment on charges of violating this Act, the Framework Act on Telecommunications, the Radio Waves Act or the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc. and for whom three years have yet to pass from the date on which the execution of the sentence is terminated (including a case where the execution of the sentence is deemed to be terminated) or the execution of the sentence is exempted;

 

  4. A person who is in a stay period after having been sentenced to a stay of the execution of the imprisonment without prison labor or a heavier punishment on charges of violating this Act, the Framework Act on Telecommunications, the Radio Waves Act or the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc.;

 

  5. A person who has been sentenced to a fine on charges of violating this Act, the Framework Act on Telecommunications, the Radio Waves Act or the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc. and for whom three years have yet to pass from the date of such sentence; and

 

  6. A person who has been subject to a disposition taken to revoke his permission in accordance with Article 15 (1), a disposition taken to revoke his registration in accordance with Article 28 (1) or an order given in accordance with paragraph (2) of the same Article to discontinue his business and for whom three years have yet to pass from the date of such disposition or order. In the case of a corporation, the person refers to the person who commits the act of causing the disposition to revoke permission, the disposition to revoke registration or the order to discontinue business, and its representative.

 

(2) In the event that any officer is found to fall under each subparagraph of paragraph (1) or is found to fall under each subparagraph of paragraph (1) at the time that he is selected and appointed as an officer, he shall rightly resign from the office.

 

(3) Any act in which any officer has been involved prior to his resignation under paragraph (2) shall not lose its legal efficacy.

 

[This Article Wholly Amended by Act No. 6822, Dec. 26, 2002]

 

Article 6-3 (Examination of Public Interest Nature of Stock Acquisition, etc. by Key Communications Business Operator)

 

(1) The Public Interest Nature Examination Committee (hereinafter referred to as the “Committee”) shall be established in the Korea Communications Commission in order to make an examination regarding whether or not what falls under each of the following subparagraphs impedes the public interests as prescribed by the Enforcement Decree (hereinafter referred to as the “examination of public interest nature”), such as the national safety guarantee and maintenance of public peace and order, etc. <Amended, Jan. 3, 2007; Act No. 8635, Aug. 3, 2007; Act No. 8867, Feb. 29, 2008>:

 

  1. Where the principal comes to own not less than 15/100 of the gross number of stocks issued by a key communications business operator, when adding up those owned by the specially-related person as referred to in Article 9 paragraph (1) subparagraph 1 of the Capital Market Integration Act (hereinafter referred to as the “specially-related person”);

 

5


  2. Where the largest stockholder of a key communications business operator is altered;

 

  3. Where a key communications business operator or any stockholder of a key communications business operator concludes a contract for important management matters as prescribed by the Enforcement Decree, such as the appointment and dismissal of executives and the transfer or takeover, etc. of business of the relevant key communications business operator, with a foreign government or a foreigner; and

 

  4. Other cases as prescribed by the Enforcement Decree, where there exists a change in the stockholders who have de facto management rights of a key communications business operator.

 

(2) Where a key communications business operator or any stockholder of a key communications business operator comes to fall under each of subparagraphs of paragraph (1), he shall file a report thereon with the Korea Communications Commission within seven days from the time when such a fact took place. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Where a key communications business operator or any stockholder of a key communications business operator is to come to fall under each of subparagraphs of paragraph (1), he may, prior to the said situation, request the Korea Communications Commission to make an examination as referred to in paragraph (1). <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) Where the Korea Communications Commission has received a report as referred to in paragraph (2) or a request for examination as referred to in paragraph (3), it shall refer it to the Committee. <Amended by Act No. 8867, Feb. 29, 2008>

 

(5) Where the Korea Communications Commission judges that there exists a danger of impeding the public interests by the cases falling under each of subparagraphs of paragraph (1) in view of the result of examination as referred to in paragraph (1), it may order the alteration of contract detail and suspension of its implementation, the suspension of exercise of voting rights, or the sale of relevant stocks. <Amended by Act No. 8867, Feb. 29, 2008>

 

(6) The report as referred to in paragraph (2) or (3), or the scope of key communications business operators to be examined, the procedures for reports and examinations and other necessary matters shall be stipulated by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>.

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

Article 6-4 (Composition and Operation, etc. of Public Interest Nature Examination Committee)

 

(1) The Committee shall consist of not less than five but not more than ten members including one Chairman.

 

(2) The Chairman shall be the Vice Chairman of the Korea Communications Commission, and the members shall be the persons commissioned by the Chairman from among the public officials ranking Grade III or higher grade of related central administrative agencies or public officials who belong to senior executive service as prescribed by the Enforcement Decree, and those falling under each of the following subparagraphs <Amended, by Act No. 7796, Dec. 29, 2005; Act No. 8198, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>:

 

  1. Persons having profound knowledge and experiences in the information and communications;

 

  2. Persons recommended by the Government-contributed research institutes relating to the national safety guarantee and maintenance of public peace and order;

 

  3. Persons recommended by the nonprofit non-governmental organizations as referred to in Article 2 of the Assistance for Nonprofit Non-Governmental Organizations Act; and

 

  4. Other persons deemed necessary by the Chairman.

 

6


(3) The Committee may conduct necessary investigations for the examination of public interest nature, or request the interested parties or the reference witnesses to provide the data. In such case, the relevant interested parties or the reference witnesses shall comply with it unless they have any justifiable reasons.

 

(4) Where the Committee deems it necessary, it may have the interested parties or the reference witnesses attend the Committee, and hear their opinions.

 

(5) Matters necessary for the organization or operation, etc. of the Committee shall be prescribed by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

Article 7 (Restrictions, etc. on Stockholders of Excessive Possession)

 

(1) Where a foreign government or a foreigner has acquired the stocks in contravention of the provisions of Article 6 (1), no voting rights shall be exercised for the stocks under the said excessive possession.

 

(2) The Korea Communications Commission may order the stockholder who has acquired stocks in contravention of the provisions of Article 6 (1), a key communications business operator wherein exists the said stockholder, or the stock-holder of the fictitious corporation of foreigners, to make corrections in the relevant matters, with specifying the period within the limit of six months. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Persons subjected to the order for corrections as referred to in paragraph (2) shall make corrections in the relevant matters within the specified period.

 

(4) With regard to the stockholder in contravention of the provisions of Article 6 (1), a key communications business operator may refuse any renewals for the excessive portion in the register of stockholders or of members.

 

[This Article Wholly Amended by Act No. 7165, Feb. 9, 2004]

 

Article 7-2 (Charge for Compelling Execution)

 

(1) Against the persons who were subjected to the orders as referred to in Articles 6-3 (5) or 7 (2) (hereinafter referred to as the “corrective orders”) and has failed to comply with them within the specified period, the Communications Commission may levy the charge for compelling the execution. In such case, the charge for compelling the execution leviable per day shall be not more than 3/1,000 of purchase prices of relevant possessed stocks, but in the case not related with the stock possession, it shall be the amount not exceeding 100 million won. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The period subject to a levy of the charge for compelling the execution as referred to in paragraph (1) shall be from the day next to the date of expiration of the period set in the corrective orders to the date of implementing the corrective orders. In such case, a levy of the charge for compelling the execution shall be made within 30 days from the day next to the expiration date of the period set in the corrective orders, except for the case where there exists a special reason.

 

(3) Provisions of Article 37-2 (4) shall apply mutatis mutandis to the collection of the charge for compelling the execution.

 

(4) Matters necessary for the levy, payment, refund, etc. of the charge for compelling the execution shall be prescribed by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

7


Article 8 (Issuance of Stocks)

 

A key communications business operator shall, in a case of an issuance of stocks, issue the registered ones. <Amended by Act No. 4903, Jan. 5, 1995>

 

Article 9 (Obligation of Commencing Business)

 

(1) A key communications business operator shall install telecommunications facilities and commence business within the period as fixed by the Korea Communications Commission <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission may, in case where the said business operator is unable to commence business within the period under paragraph (1) due to force majeure and other unavoidable reasons, extend the relevant period only once, upon an application of the key communications business operator. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) Deleted. <by Act No. 5564, Sep. 17, 1998>

 

Article 10 (Addition of Service and Modification of License)

 

(1) A key communications business operator shall, in case where he intends to additionally provide a key communications service other than that already licensed under Article 5, obtain a modified license for such change from the Korea Communications Commission under the conditions as prescribed by the Enforcement Decree: Provided, That where a key communications business operator who provides a telephone service intends to additionally provide a key communications service prescribed by the Enforcement Decree within the limit of not hampering a key communications service which is provided by making use of existing facilities, he shall make a report thereon to the Minister of Information and Communication. <Amended by Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

(2) Where a key communications business operator intends to modify the important matters prescribed by the Enforcement Decree from among the matters licensed under Article 5, he shall obtain a modified license from the Korea Communications Commission, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) The provisions of Articles 5 (5) and Article 9 shall be applicable mutatis mutandis to a modified license for change under paragraph (1).

 

[This Article Wholly Amended by Act No. 5564, Sep. 17, 1998]

 

Article 11 (Concurrent Operation of Business)

 

(1) A key communications business operator shall, in case where he intends to run any of the businesses set forth in the following subparagraphs, obtain approval from the Korea Communications Commission: Provided that, this provision shall not apply to any key communications business operator with less than 30,000,000,000 Korean Won in turnover of services. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 8324, Mar. 29, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. manufacturing of telecommunications [tools]

 

  2. information and communications work pursuant to paragraph 3 of Article 2 of the Information and Communications Work Business Act (excluding renovation and consolidation work for electronic telecommunications network)

 

  3. services pursuant to subparagraph 6 of Article 2 of the Information and Communications Work Business Act (excluding renovation and consolidation of electronic telecommunications network).

 

8


(2) The Korea Communications Commission shall grant approval under paragraph (1), in case where deemed that a key communications business operator is not likely to cause any impediments to the operation of telecommunications service by running a business under paragraph (1), and that it is required for the development of telecommunications. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 12 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 13 (Takeover of Business and Merger of Juristic Persons etc.)

 

(1) A person who belongs to any one of the categories set forth in the following paragraphs shall obtain an authorization from the Korea Communications Commission under the conditions as prescribed by the Enforcement Decree: Provided, that in case that person sells telecommunications circuit installations except the ones prescribed by the Enforcement Decree, he shall report it to the Korea Communications Commission under the conditions as determined by the Enforcement Decree <Amended by Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. a person who takes or intends to take over the whole or part of a business of a key communications business operator

 

  2. a person who intends to merge with a juristic person which is a key communications business operator

 

  3. a key communications business operator intending to sell the telecommunications circuit installations necessary for provision of key communications service

 

  4. a person who, along with a certain related person intends to become the [largest shareholder of a key communications business operator or own 15% of more of the issued shares of the key communications business operator.

 

(2) Where a key communications business operator intends to establish a juristic person in order to provide a part of key communications services from among the plural key communications services licensed, he shall obtain approval from the Korea Communications Commission, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission shall, in case where it intends to grant authorization or approval under paragraph (1) or (2), comprehensively examine the matters falling under each of the following subparagraphs: <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 8425, May 11. 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Appropriateness of financial and technical capability and business operational capability;

 

  2. Appropriateness of management of resources for information and communications, such as frequencies and telecommunications numbers, etc.;

 

  3. Impact on the competition of key communications business; and

 

  4. Impact on the protection of users and the public interests.

 

  5. Impact on public interests, such as the use of telecommunications facilities and communication networks, efficiency of research and development and international competitive power of the communications industry, etc.

 

(4) Matters necessary for the detailed examination standards by examination items and the examination procedures, etc. under paragraph (3) shall be fixed and publicly announced by the Korea Communications Commission <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(5) A person who has taken over the business of a key communications business operator by obtaining an authorization under paragraph (1), or a juristic person surviving a merger or that established by a merger, or that established by obtaining an authorization under paragraph (2), shall succeed to the status which is related to a license of the relevant key communications business.

 

9


(6) The Korea Communications Commission may, in case where it grants authorization or approval under paragraph (1) or (2), attach conditions required for fair competition and protection of users, etc. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(7) The Korea Communications Commission shall, in case where it intends to grant an authorization under paragraph (1), go through a deliberation by the Information and Communications Policy Deliberation Council under Article 44-2 of the Framework Act on Telecommunications, and consultation with the Fair Trade Commission. <Amended by Act No. 6230, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

(8) The provisions of Article 5-2 shall apply mutatis mutandis to an authorization under paragraph (1) and approval under paragraph (2). <Amended by Act No. 7165, Feb. 9, 2004>

 

(9) In the event any person/entity subject to Article 1(4) fails to acquire the permit pursuant thereto, the Korea Communications Commission may order suspension of its voting right or sale of the applicable shares. <Newly inserted, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(10) A person who wishes to obtain authorization under paragraph (1) or approval under paragraph (2) shall not unify communications networks, appoint officers, execute other activities such as transferring, consolidating, entering into contract concerning disposing of facilities or take follow-up measures regarding establishment of a company prior to obtaining such authorization or approval. <Newly inserted by Act No. 8425, May 11, 2007>

 

[This Article Wholly Amended by Act No. 5564, Sep. 17, 1998]

 

Article 14 (Suspension, Closedown of Business or Dissolution of Juristic Persons, etc.)

 

(1) A key communications business operator shall, in case where he intends to suspend or discontinue the whole or part of a key communications business run by him, notify the users at least 60 days prior to the date of termination and obtain approval of such suspension or discontinuation from the Korea Communications Commission. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8324, Mar. 29, 2007; Act No. 8867, Feb. 29, 2008>

 

(2) In the event separate measures of protection is deemed to be necessary for the protection of users upon suspension or discontinuance of the relevant key communications business, the Korea Communications Commission may order such measures (including assistance for membership change, bearing expenses, termination of membership) to be taken. Amended by Act No. 8324 Mar. 29, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission shall, in case where an application for approval or authorization under paragraph (1) is made, and where deemed that suspension, discontinuance of relevant business or a dissolution of a juristic person is likely to hamper the public interests, not grant the relevant approval or authorization. <Amended by Act No. 5220, Dec. 30, 1996. Amended by Act No. 8324, Mar. 29, 2007; Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 4903, Jan. 5, 1995]

 

Article 15 (Cancellation of License, etc.)

 

(1) The Korea Communications Commission may, in case where a key communications business operator falls under any one of the following subparagraphs, cancel the relevant license or give an order to suspend the whole or part of business with fixing a period of no more than one year: <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5564, Sep. 17, 1998; Act No. 5835, Feb. 8, 1999; Act No. 6230, Jan. 28, 2000; Act No. 6360, Jan. 16, 2001; Act No. 7916, March 24, 2006,; Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Where he has obtained a license by deceit and other illegal means;

 

  2. Where he has failed to implement the conditions under Articles 5 (5) and 13 (6);

 

  3. Where he has failed to observe the orders under Article 7 (2);

 

10


  4. Where he has failed to commence business within the period under Article 9 (1) (in case of obtaining an extension of the period under Article 9 (2), the extended period);

 

  5. Where he has failed to comply with the standardized use contract, that is authorized or reported under Article 29 (1); and

 

  6. Where he fails to comply with an order for correction under Article 37 (1) or Article 65 (1) without any justifiable reasons.

 

(2) Criteria and procedures for the dispositions under paragraph (1) and other necessary matters shall be determined by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996,: Act No. 8324, Mar. 29, 2007>

 

Article 16 Deleted. <by Act No. 5564, Sep. 17, 1998>

 

SECTION 3 Deleted.

 

Articles 17 and 18 Deleted. <by Act No. 4903, Jan. 5, 1995>

 

SECTION 4 Specific Communications Business and Value-Added Communications Business

 

Article 19 (Registration of Specific Communications Business Operator)

 

(1) A person who intends to operate a specific communications service shall register the following matters with the Korea Communications Commission (including registration through information network) under the conditions as determined by the Enforcement Decree <Amended by Act No. 8198 Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>:

 

  1. Financial and technical capability;

 

  2. Plans for a user protection; and

 

  3. Business plans, etc. and other matters as determined by the Enforcement Decree.

 

(2) The Korea Communications Commission may, upon receipt of the registration of a specific communications business under paragraph (1), attach the conditions necessary for the promotion of fair competition, protection of users, improvement of service quality and efficient employment of resources for information and communication <Amended by Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) A person subject to the registration of specific communications business under paragraph (1) shall be limited to a juristic person.

 

(4) Procedures and requirements for the registration under paragraph (1) and other necessary matters shall be determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5385, Aug. 28, 1997]

 

Article 20 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 21 (Report, etc. of Value-Added Communications Business Operator)

 

A person who intends to run a value-added communications business shall report to the Korea Communications Commission (including reports via information network), according to the requirements and procedures as prescribed by the Enforcement Decree: Provided, That this shall not apply to a case where a key communications business operator intends to run a value-added communications business or where the size of the operating telecommunications facilities is a small value-added communication business matching the criteria prescribed by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 7445, Mar. 31, 2005; Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 4903, Jan. 5, 1995]

 

11


Article 22 (Modification of Registered or Reported Matters)

 

A person who has registered as a specific communications business operator under Article 19 (hereinafter referred to as a “specific communications business operator”) or who has made a report of a value-added communications business operator under Article 21 (hereinafter referred to as a “value-added communications business operator”) shall, when he intends to modify the matters as determined by the Enforcement Decree from among the relevant registered or reported matters, make in advance a modified registration or modified report (including modified registration or modified report through information network) to the Korea Communications Commission under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 8198, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

[This Article Wholly Amended by Act No. 5385, Aug. 28, 1997]

 

Article 23 Deleted. <by Act No. 4903, Jan. 5, 1995>

 

Articles 24 and 24-2 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 25 (Transfer or Takeover, etc. of Business)

 

In case where there exists a transfer or takeover of the whole or part of a specific communications business or a value-added communications business, or a merger or succession of a juristic person which is a specific communications business operator or a value-added communications business operator, a person who has taken over the relevant business, the juristic person surviving the merger, the juristic person founded by the merger, or the successor shall make the report thereon (including reports through information network) to the Korea Communications Commission, according to the requirements and procedures as prescribed by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

Article 26 (Succession of Business)

 

In case where there have existed a transfer or takeover of a specific communications business or a value-added communications business, a merger of a juristic person which is a value-added communications business operator, or a succession of a value-added communications business, under Article 25, a person who has taken over the business, a juristic person surviving a merger, a juristic person founded by a merger or a successor shall succeed to the status of a former specific communications business operator or a value-added communications business operator. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5385, Aug. 28, 1997>

 

Article 27 (Suspension or Closedown, etc. of Business)

 

(1) A specific communications business operator or a value-added communications business operator shall, in case where he intends to suspend or close down the whole or part of his business, notify the relevant contents to the users of relevant services, and report thereon to the Korea Communications Commission (including reports through information network) not later than thirty days prior to the slated date of the relevant suspension or closedown. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1998; Act No. 8198, Jan. 3, 2007, Act No. 8867, Feb. 29, 2008>

 

(2) Where a juristic person which is a specific communications business operator or a value-added communications business operator is dissolved for reasons other than a merger, a relevant liquidator (referred to a trustee in a bankruptcy, when it is dissolved by bankruptcy) shall report thereon without delay to the Korea Communications Commission. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997, Act No. 8198, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

12


Article 28 (Cancellation of Registration and Order for Closedown of Business)

 

(1) The Korea Communications Commission may, when a specific communications business operator falls under any of the following subparagraphs, cancel his registration, or suspend his business by specifying the period of not more than one year: Provided, That when he falls under the subparagraph 1, the Korea Communications Commission shall cancel his registration: <Newly Inserted by Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 5835, Feb. 8, 1999; Act No. 5986, May 24, 1999; Act No. 6230, Jan. 28, 2000; Act No. 6360, Jan. 16, 2001, Act No. 7916, Mar. 24, 2006; Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Where he makes a registration by deceit and other illegal means;

 

  2. Where he fails to commence business within one year from the date on which a registration was made under Article 19 (1), or continually suspends business operation for not less than one year;

 

  3. Where he fails to implement the conditions under Article 19 (2);

 

  4. Deleted; <by Act No. 5986, May 24, 1999>

 

  5. Where he fails to comply with an order for correction under Article 37 (1) or Article 65 (1) without any justifiable reasons;

 

  6. Deleted; <Act No. 8425, May 11, 2007>

 

  7. Deleted <Act No. 8425, May 11, 2007>

 

(2) The Minister of Information and Communication may, when a value added communications business operator falls under any of the following subparagraphs, issue an order to him for a closedown of business or for a suspension of business by specifying a period of not more than one year: Provided, That where he falls under any one of the following subparagraphs, the said Minister shall issue an order to him for a closedown of business: <Amended by Act No. 4903, Jan 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5564, Sep. 17, 1998; Act No. 5835, Feb. 8, 1999; Act No. 5986, May 24, 1999; Act No. 6230, Jan. 28, 2000; Act No. 6360, Jan. 16, 2001; Act No. 7916, Mar. 24, 2006; Act No. 8198, Jan. 3, 2007; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Where he makes a report by deceit and other illegal means;

 

  2. Where he fails to commence the business within one year from the reporting date under Article 21, or suspend the business operation for not less than one year;

 

  3. Deleted; <by Act No. 5986, May 24, 1999>

 

  4. Where he fails to comply with a correction order under Article 37 (1) or Article 65 (1) without any justifiable reasons; and

 

  5. Deleted; <May 11, 2007>

 

(3) Criteria and procedures for dispositions taken under paragraph (1) or (2) and other necessary matters shall be determined by the Ordinance of the Ministry of Information and Communication. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 8324, Mar. 29, 2007>

 

CHAPTER III TELECOMMUNICATIONS SERVICE

 

Article 29 (Report, etc. of Standardized Use Contract)

 

(1) A key communications business operator shall set forth the fees and other terms for use by service with respect to the telecommunications service which he intends to provide (hereinafter referred to as the “standardized use contract”), and report thereon (including a modified report) to the Korea Communications Commission: Provided, That in a case of a key communications service whose size of business and market share correspond to the standards as determined by the Enforcement Decree, it shall obtain an authorization of the Korea Communications Commission (including a modified authorization). <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

13


(2) Deleted. <by Act No. 5385, Aug. 28, 1997>

 

(3) The Korea Communications Commission shall authorize the standardized use contract under the proviso of paragraph (1), if it falls under the criteria of every following subparagraph: <Amended by Act No. 5220, Dec. 30, 1996, May 11, 2007, Feb. 29, 2008>

 

  1. Fees for telecommunications service shall be reasonably calculated considering but not limited to costs of supply, profits, classification of costs/ profits by labor, cost savings achieved by methods of provision of labor, and effects on fair competitive environments;

 

  2. Deleted; <May 11, 2007>

 

  3. Matters concerning the responsibility of key communications business operators and relevant users, cost-sharing methods concerning the installation work of telecommunications facilities and other works shall not be unreasonably disadvantageous to users.

 

  4. Forms of use of telecommunications line facilities by other telecommunications business operators or users shall not be unduly restricted;

 

  5. Undue discriminatory treatments shall not be made to specific persons; and

 

  6. Matters on securing the important communications under Article 55 shall take into consideration matters such as achieving efficient performance of State’s function.

 

(4) Deleted; May 11, 2007

 

(5) The standardized use contract under paragraph (1) shall be applicable with respect to use of telecommunications line facilities, in case where a specific communications business operator or a value-added communications business operator makes use of telecommunications line facilities of a key communications business operator. <Amended by Act No. 5385, Aug. 28, 1997>

 

(6) A person intending to acquire the approval (including approval for change of business) or file a report with respect to the telecommunications services shall submit the supporting data for calculation of fee (including subscription fee, basic fee, usage fee, value-added service fee, and actual expense). In case of business change, a table comparing the old (before change) and new (after change) supporting data should be submitted to the Korea Communications Commission for comparison. <Newly inserted, Act No. 8198, Jan. 3 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

Article 30 Deleted. <Jan. 3, 2007>

 

Article 31 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 32 (Reduction or Exemption of Fees)

 

A key communications business operator may reduce or exempt the fees for telecommunications service under the conditions prescribed by the Enforcement Decree, such as national security guarantee, disaster relief, social welfare and public interest. <Amended Act No. 8425, May 11, 2007>

 

Article 32-2 (Restriction on Use by Others)

 

No person shall intermediate other’s communications or provide for other’s communications by making use of telecommunications services provided by a telecommunications business operator: Provided, That the same shall not apply to the case falling under any of the following subparagraphs: <Amended by Act No. 6822, Dec. 26, 2002>

 

  1. Where it is needed to ensure the prevention and rescue from disaster, traffic and communication, and the supply of electricity, and to maintain order in a national emergency situation;

 

14


  2. Where telecommunications services are incidentally rendered to clients while running a business other than the telecommunications business;

 

  3. Where it is allowed to use on a trial basis for the purpose of developing and marketing telecommunications facilities, such as terminal devices, etc. which enable to use the telecommunications services;

 

  4. Where any user permits any third party to use to the extent that the latter does not use repeatedly; and

 

  5. Where it is necessary for the public interests or where the business run by any telecommunications business operator is not impeded, which is prescribed by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

<This Article was amended by Act No. 6822 on December 26, 2002 following the decision of unconstitutionality by the Constitutional Court which had been made on May 30, 2002>

 

Article 32-3 Deleted. <by Act No. 6602, Jan. 14, 2002>

 

Article 32-4 (Use of Transmission or Line Equipment, etc.)

 

(1) The composite cable TV business operator, transmission network business operator, or relay cable broadcasting business operator under the Broadcasting Act may provide the transmission or line equipment or the cable broadcasting equipment possessed under the methods prescribed by the Enforcement Decree to the key communications business operators. <Amended by Act No. 6346, Jan 8, 2001, Jan. 3, 2007, Amended by Act No. 8425 May 11, 2007>

 

(2) The composite cable TV business operator, transmission network business operator, or relay cable broadcasting business operator under the Broadcasting Act shall, when he intends to provide value-added communications services by making use of the transmission or line equipments or cable broadcasting equipments, make a report thereon to the Korea Communications Commission pursuant to Article 21. <Amended Jan. 18, 2001, Jan. 3, 2007, Amended by Act No. 8867 Feb. 29, 2008>

 

(3) The provisions of Articles 33-5 through 37 and 38 shall be applicable mutatis mutandis to the transmission or line equipment or cable broadcasting facilities under paragraph (1). <Amended by Act No. 5564, Sep. 17, 1998; Act No. 6346, Jan. 8, 2001>

 

(4) The provisions of Article 25 (2) through (6) of the Framework Act on Telecommunications shall be applicable mutatis mutandis to the offer of services under paragraph (2). <Amended, Jan. 3, 2007>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 33 (Protection of Users)

 

(1) Deleted. <by Act No. 5986, May 24, 1999>

 

(2) A telecommunications business operator shall take a prompt measure on the reasonable opinions or dissatisfactions raised by the users with respect to the telecommunications service. In this case, if it is difficult to take a prompt measure, he shall notify the users of the reasons thereof and the schedule for measures.

 

(3) Compensations for the damages incurred by the occurrence of reasons causing the opinions or dissatisfactions under paragraph (2) and by the delay of relevant measures shall be made pursuant to Article 33-2. <Amended by Act No. 5220, Dec. 30, 1996>

 

15


Article 33-2 (Compensation for Damages)

 

A telecommunications business operator shall make compensations when he inflicts any damages on the users in the course of providing telecommunications services: Provided, That if such damages are the results of force majeure, or of intent or negligence of the users, the relevant liability for compensations shall be reduced or exempted.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 33-3 (Procedure for Compensating Damages and Filing Application for Ruling)

 

(1) In compensating any damage under Article 33-2, consultations shall be made with the recipient of the compensation for such damage. <Amended by Act No. 6822, Dec. 26, 2002>

 

(2) If the consultations on the compensation for damages under paragraph (1) have not been made or are unable to be made, the parties concerned may file an application with the Korea Communications Commission for a ruling thereon. <Amended by Act No. 6822, Dec. 26, 2002, Amended, Jan. 3, 2007, Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

CHAPTER IV PROMOTION OF COMPETITION AMONG THE TELECOMMUNICATIONS BUSINESS

 

Article 33-4 (Promotion of Competition)

 

(1) The Korea Communications Commission shall exert efforts to construct an efficient competition system and to promote fair competitive environments, in the telecommunications services. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall conduct annual evaluation of competition system with respect to key communications business in order to construct an efficient competition system and to promote fair competition in the telecommunication services industry pursuant to paragraph 1 above. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) The specific evaluation standards, procedure and method for evaluating competition system under paragraph 2 above shall be prescribed by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 33-5 (Provision of Telecommunications Facilities)

 

(1) A key communications business operator may, upon receipt of a request for the provision of telecommunications facilities from other key communications business operator, provide the telecommunications facilities by concluding an agreement with him.

 

(2) A key communications business operator falling under any of the following subparagraphs shall, upon receipt of a request under paragraph (1), provide the telecommunications facilities by concluding an agreement, notwithstanding the provisions of paragraph (1): <Newly Inserted by Act No. 6346, Jan. 8, 2001; Act No. 8867, Feb. 29, 20008>

 

  1. A key communications business operator who possesses the equipments which are indispensable for other telecommunications business operators in providing the telecommunications services; and

 

  2. A key communications business operator whose business scale and market shares, etc. of key telecommunications services are equivalent to the criteria as determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

16


(3) The Korean Communications Commission shall set forth and publicly notify the scope of telecommunications facilities, the conditions, procedures and methods for the provision of facilities, and the standards for calculation of prices under paragraphs (1) and (2). In this case, the scope of telecommunications facilities to be provided under paragraph (2) shall be determined in view of the demand for telecommunications facilities by the key communications business operators falling under each subparagraph of the same paragraph. <Amended by Act No. 6346, Jan. 8, 2001, Amended by Act No. 8867, Feb. 29, 2008>

 

(4) A key communications business operator in receipt of provisions of the telecommunications facilities may install the apparatus enhancing the efficiency of the relevant facilities, within the limit necessary for the provision of the licensed telecommunications services.

 

(5) <Deleted by Act No. 8867 Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 33-6 (Joint Utilization of Subscriber’s Lines)

 

(1) A key communications business operator shall, in case where other telecommunications business operators as determined and publicly noticed by the Korea Communications Commission have made a request for a joint utilization with respect to the lines installed in the section from the exchange facilities directly connected with the users to the users (hereafter in this Article, referred to as the “subscriber’s lines”), allow it. <Amended By Act No. 8867, Feb 29, 2008>

 

(2) The Korea Communications Commission shall set forth and publicly notify the scope of joint utilization of the subscriber’s lines under paragraph (1), its conditions, procedures and methods, and the standards for calculation of prices. <Amended By Act No. 8867, Feb. 29, 2008>

 

(3) <Deleted By Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6346, Jan. 8, 2001]

 

Article 33-7 (Joint Utilization of Radio Communications Facilities)

 

(1) A key communications business operator may, upon receipt of a request for the joint utilization of radio communications facilities (hereinafter referred to as the “joint utilization”) from other key communications business operators, allow it by concluding an agreement. In this case, the prices for the joint utilization among the key communications business operators as set forth and publicly notified by Korea Communications Commission shall be computed and settled accounts by a fair and reasonable means. <Amended By Act No. 8867, Feb 29, 2008>

 

(2) The key communications business operators as determined and publicly notified by the Korea Communications Commission shall, upon receipt of a request for the joint utilization from other key communications business operators as determined and publicly notified by the Korea Communications Commission, allow it by concluding an agreement, notwithstanding the provisions of paragraph (1), in order to enhance the efficiency of the telecommunications business and to protect the users. <Amended By Act No. 8867, Feb 29, 2008>

 

(3) The Korea Communications Commission shall set forth and publicly notify the standard for computing the prices for joint utilization under the latter part of paragraph (1) and its procedures and payment methods, etc., and the scope of joint utilization under paragraph (2), its conditions, procedures and methods, and the computation of prices, etc. <May 11, 2007, Amended By Act No. 8867, Feb 29, 2008>

 

(4) <Deleted by Act No. 8425, May 11, 2007>

 

[This Article Newly Inserted by Act No. 6346, Jan. 8, 2001]

 

17


Article 34 (Interconnection)

 

(1) A telecommunications business operator may allow the interconnection by concluding an agreement, upon a request from other telecommunications business operators for an interconnection of telecommunications facilities.

 

(2) The Korea Communications Commission shall set forth and publicly notify the scope of interconnections of telecommunications facilities, the conditions, procedures and methods, and the standards for calculation of prices under paragraph (1). <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Notwithstanding the provisions of paragraphs (1) and (2), the key communication business operators falling under any of the following subparagraphs shall allow the interconnection by concluding an agreement, upon receipt of a request under paragraph (1): <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. A key communications business operator who possesses such facilities as are indispensable for a provision of telecommunications services by other telecommunications business operators; and

 

  2. A key telecommunications business operator whose business size of key communications services and the ratio of market shares are compatible with the standards as determined by the Enforcement Decree.

 

(4) <Deleted by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 34-2 (Prices of Interconnection)

 

(1) Prices for using the interconnection shall be calculated by a fair and proper means and deducted from each other’s accounts. The detailed standards for such calculation, their procedures and methods shall be governed by the standards of Article 34 (2).

 

(2) A key communications business operator may deduct the prices for interconnection from each other’s accounts under the conditions as prescribed by the standards under Article 34 (2), if he suffers any disadvantages due to the causes of no liability on his part, in the method of interconnection, the quality of connected conversations, or the provision of information required for interconnection, etc.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 34-3 (Joint Use, etc. of Telecommunications Facilities)

 

(1) A key communications business operator may allow an access to or a joint use of the telecommunications equipment or facilities by concluding an agreement, upon receipt of a request from other telecommunications business operators for an access to or a joint use of the telecommunications equipment or facilities such as pipes, cables, poles, or stations of the relevant key communications business operator, for the establishment or operation of facilities required for interconnection of telecommunications facilities.

 

(2) The Korean Communications Commission shall set forth, and make a public notice of, the scope, conditions, procedures and methods for an access to or a joint use of telecommunications equipment or facilities, and the standards for computation of prices under paragraph (1). <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Notwithstanding the provisions of paragraph (1), a key communications business operator falling under any of the following subparagraphs shall allow an access to or a joint use of the telecommunications equipment or facilities under paragraph (1) by concluding an agreement, upon a receipt of request under paragraph (1): <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. A key communications business operator who possesses such facilities as are indispensable for a provision of telecommunications services by other telecommunications business operators; and

 

18


  2. A key telecommunications business operator whose business size of key telecommunications services and the ratio of market shares are compatible with the standards as determined by the Enforcement Decree.

 

(4) <Deleted by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 34-4 (Provision of Information)

 

(1) A key communications business operator may provide requested information by concluding an agreement, upon a receipt of request from other telecommunications business operators for a provision of information related to technological information or the user’s personal matters which are required for a provision of telecommunications facilities, interconnection, or joint use, etc. and imposition and collection of fees and a guide to the telecommunications number. <Amended by Act No. 5385, Aug. 28, 1997>

 

(2) The Korean Communications Commission shall set forth, and make a public notice of, the scope, conditions, procedures and methods for a provision of information, and the standards for computation of prices under paragraph (1). <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Notwithstanding the provisions of paragraph (1), a key communications business operator falling under any of the following subparagraphs shall provide the requested information by concluding an agreement, upon a receipt of request under paragraph (1): <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. A key communications business operator who possesses such facilities as are indispensable for a provision of telecommunications services by other telecommunications business operators; and

 

  2. A key communications business operator whose business size of key telecommunications services and the ratio of market shares are compatible with the standards as determined by the Enforcement Decree.

 

(4) A key communications business operator under paragraph (3) shall set forth the technical standards required for a use by other telecommunications business operators or users by means of a connection of a monitor and other telecommunications equipment on the relevant telecommunications facilities, the standards for use and provision, and other standards required for a creation of fair competitive environments, and make a public notice thereof by obtaining approval from the Korea Communications Commission. <Amended by Act No. 8867, Feb. 29, 2008>

 

(5) <Deleted by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 34-5 (Prohibition of Information Diversion)

 

(1) A telecommunications business operator shall not divulge any information concerning an individual user which has been obtained due to a provision of his own service, a provision of telecommunications facilities, or an interconnection: Provided, That the same shall not apply, when there exists the consent of the principal or the case under a lawful procedure pursuant to the provisions of the Acts.

 

(2) A telecommunications business operator shall use the information obtained under Article 34-4 within the context of purposes thereof, and may not use it unjustly, or provide it to the third parties.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

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Article 34-6 (Report, etc. of Agreement on Interconnection, etc.)

 

(1) A key communications business operator shall conclude an agreement under Article 33-5 (1) and (2), the former part of 33-7 (1), 34 (1), 34-3 (1) or 34-4 (1) and report it to the Korea Communications Commission within ninety days unless there exist any special reasons, upon receipt of a request from other telecommunications business operators for a provision, a joint utilization, an interconnection or a joint use, etc. of telecommunications facilities, or a provision of information. The same applies in the case of a change or abolition of the agreement. <Amended by Act No. 6346, Jan. 8, 2001; Act No. 6822, Dec. 26, 2002; Act No. 8867, Feb. 29, 2008>

 

(2) Notwithstanding the provision of paragraph (1), in case of an agreement in which a key communications business operator under the latter part of Article 33-7 (1), Articles 33-7 (2), 34 (3), 34-3 (3) and 34-4 (3) is a party concerned, an authorization of the Korea Communications Commission shall be obtained. <Amended by Act No. 6346, Jan. 8, 2001; Act No. 6822, Dec. 26, 2002; Act No. 8867, Feb. 29, 2008>

 

(3) The agreement under paragraphs (1) and (2) shall meet the standards which are publicly notified by the Korea Communications Commission under Articles 33-5 (3), 33-7 (3), 34 (2), 34-3 (2), or 34-4 (2). <Amended by Act No. 6346, Jan. 8, 2001; Act No. 8867, Feb. 29, 2008>

 

(4) The Korea Communications Commission may, if any application for authorization referred to in paragraph (2) needs supplemented, order such application for authorization supplemented for a fixed period. <Amended by Act No. 6822, Dec. 26, 2002, Amended by Act No. 8867, Feb. 29, 2008>

 

(5) The agreement under Articles 34-3 (1) and 34-4 (1) may be concluded by an inclusion in the agreement under Article 34 (1).

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 35 (Application for Ruling, etc.)

 

(1) A telecommunications business operator may make an application to the Korea Communications Commission for a ruling under Article 40-2 of the Framework Act on Telecommunications, when the agreement between the telecommunications business operators on a provision and joint utilization of telecommunications facilities, an interconnection, or a joint use, etc. or a furnishing of information is not concluded within the period specified by Article 34-6 (1) or is unable to be concluded. <Amended by Act No. 6346, Jan. 8, 2001, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(2) A telecommunications business operator may make an application to the Korea Communications Commission for a ruling with the contents of an implementation of the agreement or a compensation for damages, when the damages occur due to the non-performance of the agreement concerning a provision and joint utilization of telecommunications facilities, an interconnection, a joint use, etc. or a furnishing of information, on the part of other telecommunications business operators. <Amended by Act No. 6346, Jan. 8, 2001; Act No. 8867, Feb. 29, 2008>

 

(3) through (5) Deleted. <by Act No. 5564, Sep. 17, 1998>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 36 (Telecommunications Number, etc.)

 

(1) The Korea Communications Commission shall formulate and enforce the management plan for telecommunications number, in order to make an efficient provision of telecommunications service, and the promotion of user’s convenience and of the environments of fair competition among telecommunications business operators. <Amended by Act No. 8867, Feb. 29, 2008>

 

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(2) The Korea Communications Commission shall, when he has formulated the plans under paragraph (1), make a public notice thereof. This shall also apply to any alterations in the established plan. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) A telecommunications business operator shall observe the matters publicly noticed under paragraph (2).

 

(4) <Deleted by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 36-2 (Accounting Adjustment)

 

(1) A key communications business operator shall adjust the accounting, prepare a business report for the preceding year by the end of within 3 months after the end of each fiscal year, and submit it to the Korea Communications Commission, under the conditions as determined by the Enforcement Decree, and keep the related books and authoritative documents. <Amended by Act No. 6822, Dec. 26, 2002, Jan. 3, 2007; No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall, when it intends to determine the matters of accounting adjustments under paragraph (1), go in advance through a consultation with the Minister of Strategy and Finance. <Amended by Act No. 5564, Sep. 17, 1998; Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission may verify contents of any business report submitted by any key communications business operator in accordance with paragraph (1). <Amended by Act No. 6822, Dec. 26, 2002; Act No. 8867, Feb. 29, 2008>

 

(4) The Korea Communications Commission may, if it is necessary to conduct the verification referred to in paragraph (3), order the relevant key communications business operator to submit related material or launch inspection necessary to ascertain the facts. <Amended by Act No. 6822, Dec. 26, 2002, Act No. 8867, Feb. 29, 2008>

 

(5) The Korea Communications Commission shall, when it intends to launch inspection in accordance with paragraph (4), notify the relevant key communications business operator of the plans of such inspection including inspection period, reasons, and contents of the inspection within seven (7) days prior to the scheduled date of inspection. <Newly Inserted by Act No. Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(6) A person verifying the contents pursuant to paragraph (4) shall present the proof of the authorization therefor and give documents indicating his name, stay period and purpose of entrance to related party at the time of his first entrance. <Newly Inserted Jan. 3, 2007>

 

(7) <Deleted by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 36-3 (Prohibited Act)

 

(1) A telecommunications business operator shall not commit any of the following acts (hereinafter referred to as “prohibited act”) which undermines or is feared to undermine fair competition or users’ interests, or have other telecommunications business operators or the third parties commit such act: <Amended by Act No. 5986, May 24, 1999; Act No. 6346, Jan. 8, 2001; Act No. 6822, Dec. 26, 2002, Act No. 7916, March 24, 2006; Act No. 8425, May 11, 2007>

 

  1. Act of unfair discriminations in a provision, a joint utilization, a joint using, an interconnection or a joint use, etc. of telecommunications facilities, or a provision of information, etc. or act of unfairly refusing a conclusion of agreement, or act of non-performance of the concluded agreement without any justifiable reasons;

 

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  2. Act of unfairly diverting the information of other telecommunications business operators to his own business activities, which have been known to him in the course of a provision, a joint utilization, a joint using, an interconnection or a joint use, etc. of telecommunications facilities, or a provision of information, etc.;

 

  3. Act of computing the fees, etc. for a use of telecommunications services, or the prices for a provision, a joint utilization, a joint using, an interconnection or a joint use, etc. of telecommunications facilities, or a provision of information, by unfairly itemizing the expenses or revenues;

 

  4. Act of rendering the telecommunications services in a manner different from the standardized use contract (the standardized use contract refers to only those of which was reported or approved as pursuant to the Article 29 (1)) or act of rendering the telecommunications services in a manner which significantly undermines the profits of users; and

 

<Article 5 Deleted, Mar. 24, 2006>

 

(2) When any person acting on behalf of any telecommunications business operator under a contract therewith in executing contracts between such telecommunications business operator and its users (including making any amendment to such contracts) commits any act falling under paragraph (1)4 or any act in violation of paragraph 1 or 6 of Article 36-4 hereof, his act shall be deemed the act committed by such telecommunications business operator and only the provisions of Articles 37 and 37-2 shall apply to such act: Provided, That the same shall not apply to a case where the relevant telecommunications business operator has paid reasonable attention to the prevention of such act. <Amended by Act No. Dec. 26, 2002 and Mar. 24, 2006>

 

(3) Necessary matters concerning categories of and standards for the prohibited act referred to in paragraph (1) shall be prescribed by the Enforcement Decree. <Amended by Act No. 6822, Dec. 26, 2002>

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 36-4 (Prohibition on the supplemented purchase of telecommunications terminal equipment)

 

(1) In the event the business operator to whom radio waves are allocated under Article 11 or 12 of Radio Waves Act provides key communications services, no aid (together with selling at a price lower than the purchase price, payment of cash, supplementing membership fee or provision other financial benefits, the “Support”) shall be provided for the purchase of telecommunications terminal equipment necessary for provision of such services. Provided, exceptions apply in any of the following events: 1. providing Support to users who use the key communications services from a same telecommunications business operator for consecutive terms (each of which lasts for more than 18 months) starting from the date of the Support. Provided, the Support shall be allowed no more than once within 2 years after the date of the Support.

 

  2. Support from telecommunications business operator to the user of the relevant key communications services in the event less than 6 years have passed form the commencement date of the key communications services.

 

(2) The telecommunications business operator who intends to provide Support for the purchase of telecommunications terminal facilities pursuant to paragraph (1) shall set forth the limits to and standards for the Support (hereinafter the “Support Standards”) and report them to the Korea Communications Commission within 30 days after the Support Standards are put into effect and specify the standards in the user’s agreement. The telecommunications terminal facilities shall not provide any support other than the Support as reported. The Support Standards shall not enter into force unless 30 days have passed form the date of reporting. <Amended by Act No. 8867, Feb. 29, 2008>

 

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(3) The telecommunications business operator shall put up a notice of the Supporting Standards in its place of business and its agent (who acts on its behalf in executing the contracts between the telecommunications business operator and the users)’s place of business. In the event the standards are changed to the disadvantage of the users, the users shall be notified of such change 30 days prior to the execution date of such changes. Upon a user’ request, the user shall be informed of the usage period, record, and the amount of Support it may receive under the Support Standards.

 

(4) The telecommunications business operator shall not, without any justifiable grounds, discriminate between newly subscribed members and existing members in providing Support.

 

(5) The specific telecommunications business operator, who provides key communications services by using the key communications business operator’s telecommunications line facilities, shall comply with the Support Standards. The amount of Support to the operator shall not exceed the amount allowed under the applicable Support Standards.

 

(6) The telecommunications business operator shall manage, for a certain period of time, data/documents related to users’ subscription period and the applicable Support for the purchase price of the telecommunications terminal equipment. In the event the Korea Communications Commission upon the users’ consent requests whether a person/entity is qualified to receive Support pursuant to paragraph (1) and requests confirmation thereof, the telecommunications business operator shall provide the requested information and shall not provide erroneous information or delay the provision of information without any justifiable grounds. <Amended by Act No. 8867, Feb. 29, 2008>

 

(7) The Korea Communications Commission shall set forth and publicly announce or display the following: the method of determining the usage period contemplated under Article 1 (1) and the Support Standards pursuant to Article 3; any disadvantageous changes made thereto; specific scope of information management with respect to Article 6; and information management period and the method of provision thereof. <Amended by Act No. 8867, Feb. 29, 2008>

 

<Newly Inserted Mar. 24, 2006> <Article 36-4 in the previous version of the Act now inserted as Article 36-5. March 24, 2006>

 

36-5 (Investigation of Fact) (1) In the event the Korea Communications Commission believes that activities in violation of Article 36-3 and of subparagraphs 1 and 6 of Article 36-4 have been committed, it may order the relevant public official belonging to the Korea Communications Commission to conduct investigation thereof. <Amended Dec. 26, 2002, Mar. 24, 2006; Act No. 8867, Feb. 29, 2008>.

 

(2) The Korea Communications Commission may order public officials belonging to the Korea Communications Commission to enter into the offices or workplaces of the telecommunications business operators or the workplaces of the persons entrusted with handling of the business of telecommunications business operators (limited, throughout this Article, to telecommunications business operators entrusted with work related to Article 36-3 or 36-4) and inspect books, documents and other data and objects. <Amended by Act No. Sept. 17, 1998; Act No. 6822 Dec. 26, 2002; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) In the event any investigation is to be conducted pursuant to paragraph (1), the Korea Communications Commission shall notify the relevant telecommunications business operator at least seven (7) days prior to the expected date of investigation with information on the duration, purpose and content of the investigation. Provided, this provision may not apply in the event of emergency or if there is risk that the evidence will be destroyed. <Newly inserted. Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(4) A person who investigates by visiting the offices or workplaces of the telecommunications business operators, or the workplaces of the persons handling, under an entrustment, the business of telecommunications business operators, under paragraph (2) shall carry a certificate indicating the authority, and present it to the

 

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persons concerned. He also should be accompanied by the person of the corresponding offices or workplaces. <Amended by Act No. 5564, Sep. 17, 1998; Act No. 8198, Jan. 3, 2007, Act No. 8425, May 11, 2007>.

 

(5) A public official who investigates pursuant to paragraph (2) may order telecommunications business operators or persons entrusted with handling of the business of telecommunications business operators to submit any necessary information or object. In the event there is a possibility of abandonment, concealment, or replacement of the information or object so submitted, the public official may temporarily take them into custody. <Newly created by Act No. 8425, May 11, 2007>

 

(6) The Korea Communications Commission shall immediately return the information or object under its custody if it falls under any one of the following:

 

  1. It is deemed, after an examination of the information or object under the custody, that it has no relevance to the current investigation.

 

  2. The purpose of investigation is fully accomplished so that keeping the information or object under its custody is no longer necessary.

 

[This Article is newly inserted. Dec. 30, 1996] [Removed from Article 36-4 <March 24, 2006>]

 

Article 37 (Measures on Prohibited Acts)

 

(1) The Korea Communications Commission may order any telecommunication business operator to take the measures falling under each of the following subparagraphs when it is recognized that the act under paragraph 1 of Article 36-3 or any act in violation of paragraph 1 or 6 of Article 36-4 has been committed: <Amended by Act No. 5564, Sep. 17, 1998; Act No. 6346, Jan. 8, 2001; Act No. 6822, Dec. 26, 2002; Act No. 7445, Mar. 31, 2005, Mar. 24, 2006; Amended by Act No. 8867, Feb. 29, 2008>

 

  1. Separation of the supply system of telecommunications service;

 

  2. Change of internal accounting regulations, etc. concerning telecommunications service;

 

  3. Disclosure of information concerning telecommunications service;

 

  4. Conclusion, performance or change of contents of the agreement between the telecommunications business operators;

 

  5. Change of the standardized use contract and the articles of incorporation of the telecommunications business operators;

 

  6. Suspension of prohibited acts;

 

  7. Public announcement of a fact of receiving a correction order due to committing the prohibited acts;

 

  8. Measures necessary for restoring the violated matters due to the prohibited acts to their original status, such as the removal of telecommunications facilities which have caused the prohibited acts;

 

  9. Improvement of business conduct procedures regarding telecommunications service; and

 

  10. Such other matters prescribed by the Enforcement Decree as may be necessary for the measures referred to in subparagraphs 1 through 9.

 

(2) The telecommunications business operators shall execute any order issued by the Korea Communications Commission under paragraph (1) within the period specified by the Enforcement Decree: Provided, That the Korea Communications Commission may extend the relevant period only once, if it is deemed that the telecommunications business operators are unable to carry out the order within the specified period due to natural disasters and other unavoidable causes. <Amended by Act No. 6822, Dec. 26, 2002; Amended by Act No. 8867, Feb. 29, 2008>

 

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(3) The Korea Communications Commission shall, before ordering the measures under paragraph (1), notify the parties concerned of the content of relevant measures, and provide them with an opportunity to make a statement within a specified period, and may hear, where deemed necessary, the opinions of the interested parties: Provided, That this shall not apply when the parties concerned fail to respond without any justifiable reasons. <Amended by Act No. 6822, Dec. 26, 2002; Amended by Act No. 8867, Feb. 29, 2008>

 

(4) In the event five (5) years have passed from the date on which the acts contemplated under paragraph 1 of Article 36-3 or any acts committed in violation of paragraph 1 or 6 of Article 36-4 have been terminated, the Korea Communications Commission shall not order any measures pursuant to paragraph 1 or impose a penalty surcharge pursuant to Article 37-2. Provided, this provision under this paragraph 4 of Article 37-1 shall not apply if any measure or imposition of penalty surcharge is cancelled by court order and a new measure is to be taken pursuant to that court order. <Newly inserted. Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996]

 

Article 37-2 (Imposition, etc. of Penalty Surcharge on Prohibited Acts)

 

(1) The Korea Communications Commission may, in case where there exists an act under paragraph 1 of Article 36-3 or any act in violation of paragraph 1 or 6 of Article 36-4, impose a penalty surcharge not exceeding 3/100 of the turnover as prescribed by the Enforcement Decree on the relevant telecommunications business operator. If the telecommunications business operator refuses to submit the data used for calculation of the amount of turnover or submits erroneous data, an estimate of the amount can be assessed based on the financial statement of those who provide similar services in the same industry (accounting documents, number of subscribers, usage fee and business operation status): Provided, That where there is no turnover or it is difficult to calculate the turnover as prescribed by the Enforcement Decree, it may impose the penalty surcharge not exceeding one billion won. <Amended by Act No. 6822, Dec. 25, 2002, Mar. 24, 2006, Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission shall, in the event of imposing a penalty surcharge under paragraph (1), take each of the following into consideration. <Newly inserted. Mar. 29, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

  1. details of violation and the extent thereof

 

  2. duration and frequency of violation

 

  3. amount of profit obtained in connection with the violation

 

  4. the amount of turnover obtained as a result of the prohibited activities of the telecommunications business operator.

 

(3) A penalty surcharge under paragraph (1) shall be calculated taking paragraph (2) into consideration, provided specific calculation standard and procedure shall be set forth by the Enforcement Decree. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002, Mar. 29, 2007; Amended by Act No. 8198, Jan. 3, 2007; Act No. 8324, March 29, 2007 >

 

(4) The Korea Communications Commission shall, where a person liable to pay a penalty surcharge under paragraph (1) fails to do so by the payment deadline, collect an additional due equivalent to 6/100 per year, with respect to the penalty surcharge in arrears, from the day following the expiry of such payment deadline. <Newly inserted. Jan. 28, 2000, Dec. 26, 2002, Mar. 29, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(5) The Korea Communications Commission shall, where a person liable to pay a penalty surcharge under paragraph (1) fails to do so by the payment deadline, demand him to pay it with fixing a period, and if he fails to pay the penalty surcharge and an additional due under paragraph (4) within the fixed period, collect them

 

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according to the example of a disposition taken to collect the national taxes in arrears. <Amended by Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002, Mar. 29, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(6) In the event the penalty surcharge imposed under paragraph (1) is to be returned pursuant to the court order, an additional due equivalent to 6/100 per year with respect to the penalty surcharge in arrears (accrued from the day of payment to the day of payment) shall be paid. <Newly inserted. Act No. 8198, Jan. 3, 2007, Mar. 29, 2007>

 

[This Article is newly inserted. Sept. 17, 1998] [Article 27-2 from the previous version of the Act is moved to Article 28 < Act No. 5564, Sep. 17, 1998>]

 

Article 37-3 (Relations with Other Acts)

 

In case where a measure is taken under Article 37 or a penalty surcharge is imposed under Article 37-2 against the acts of a telecommunications business operator under any subparagraph of Article 36-3 (1) or the acts in violation of paragraph (1) or (6) of Article 36-4, a corrective measure or an imposition of penalty surcharge under the Monopoly Regulation and Fair Trade Act shall not be made under the same grounds against the same acts of the relevant business operator. <Amended. Jan. 28, 2000, Mar. 24, 2006, Jan. 3, 2007>

 

[This Article Newly Inserted by Act No. 5564, Sep. 17, 1998]

 

Article 38 (Compensation for Damages)

 

In case where a correction measure has been taken under Article 37 (1), a person who is damaged by the prohibited act may claim for compensation against the telecommunications business operator who conducted the prohibited act, and the relevant telecommunications business operator may not shirk liability unless he can prove that there was no malicious intention or negligence.

 

[This Article Newly Inserted by Act No. 5220, Dec. 30, 1996 and moved from Article 37-2, Act No. 5564, Sept. 17, 1998]

 

Article 38-2 (Quality Improvement of Telecommunications Services)

 

(1) A telecommunications business operator shall endeavor to make a quality improvement of the telecommunications services he provides.

 

(2) The Korea Communications Commission shall devise the required policy measures, such as an evaluation of quality of the telecommunications services, in order to improve a quality of telecommunications services and to enhance the conveniences of users. <Amended by Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission may order the telecommunications business operator to furnish data necessary for an evaluation of quality of the telecommunications services, etc. under paragraph (2). <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6230, Jan. 28, 2000]

 

Article 38-3 (Prior Selection Systems)

 

(1) The Korea Communications Commission shall perform the systems in which the users may select in advance the telecommunications business operator from whom they desire to receive the telecommunications service (hereinafter referred to as the “prior selection systems”). In this case, the telecommunications service shall refer to the telecommunications service as determined by the Enforcement Decree from among the same telecommunications service provided by the plural number of telecommunications business operators. <Amended by Act No. 8867, Feb. 29, 2008>

 

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(2) The telecommunications business operator shall not force the users to select in advance a specified telecommunications business operator, or commit the acts to recommend or induce by unlawful means.

 

(3) The Korea Communications Commission may, for the purpose of performing the prior selection systems efficiently and neutrally, designate the specialized institutes performing the registration or alteration affairs of the prior selection (hereinafter referred to as the “prior selection registration center”). <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) The Korea Communications Commission shall determine and publicly notify the matters necessary for performing the prior selection systems and for the designation of the prior selection registration center and the method of dealing with its affairs, etc. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6346, Jan. 8, 2001]

 

Article 38-4 (Mobility of Numbers)

 

(1) The Korea Communications Commission may, in order that the users are able to maintain their previous telecommunications numbers despite of the changes of the telecommunications business operators, etc., devise and perform the plans for mobility of telecommunications numbers (hereafter in this Article, referred to as the “plans for mobility of numbers”). <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) The plans for mobility of numbers shall contain the contents falling under any of the following subparagraphs:

 

  1. Kinds of services subject to the mobility of telecommunications numbers;

 

  2. Time for introduction by service subject to the mobility of telecommunications numbers; and

 

  3. Matters on sharing the expenses required for the performance of mobility of telecommunications numbers by telecommunications business operator.

 

(3) The Korea Communications Commission may, in order to perform the plans for mobility of numbers, order the relevant telecommunications business operators to take the necessary measures. <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) Deleted <Act No. 8867, Feb. 29, 2008>

 

(5) The Korea Communication Commission may designate an institution specializing in the work of registration and alteration of the mobility of numbers (hereinafter referred to as the “mobility of numbers management institution”) to efficiently and neutrally implement the mobility of numbers of the telecommunications. <Newly Inserted by Act No. 6822, Dec. 26, 2002; Amended by Act No. 8867, Feb. 29, 2008>

 

(6) The Korea Communication Commission shall prescribe and publish necessary matters concerning the implementation of the mobility of numbers of the telecommunications, the designation of any mobility of numbers management institution and its work, etc. <Newly Inserted by Act No. 6822, Dec. 26, 2002; Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 6346, Jan. 8, 2001]

 

Article 38-5 (Restrictions, etc. on Mutual Possession of Stocks)

 

(1) Where a key communications business operator falling under Article 34 (3) 1 or 2 (including the specially-related persons) possesses in excess of 5/100 of the gross number of voting stocks issued by the mutually different key communications business operators, shall not be allowed to exercise any voting rights with regard to the stocks in excess of the relevant ceiling.

 

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(2) Provisions of paragraph (1) shall not apply to the relation of possessions between a key communications business operator falling under Article 34 (3) 1 or 2 and the key communications business operator established by the said key communications business operator by becoming the largest stockholder.

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

Article 38-6 (Provision of Number Guidance Service)

 

(1) The telecommunications business operator shall provide an information service of guiding the general public to the telecommunications numbers of the users by means of voice, booklets or Internet, etc. (hereinafter referred to as the “number guidance service”) by obtaining a consent of the users: Provided, That the same shall not apply to the minor business determined and publicly announced by the Korea Communications Commission by taking account of the numbers of the users and the turnovers, etc. <Amended by Act No. 8867, Feb. 29, 2008>

 

(2) If necessary for the protection of private personal information, the Korea Communications Commission may limit the provision of the number guidance service as referred to in paragraph (1). < Newly inserted. Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(3) Matters necessary for a provision of the number guidance service as referred to in paragraph (1) may be stipulated by the Enforcement Decree. <Amended, Jan. 3, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 7165, Feb. 9, 2004]

 

CHAPTER V INSTALLATION AND PRESERVATION OF TELECOMMUNICATIONS FACILITIES

 

Article 39 (Use of Land, etc.)

 

(1) A key communications business operator may, when necessary for the installation of line tracks, aerial lines and the appurtenant facilities to be available for telecommunications service (hereinafter referred to as the “line tracks, etc.”), make use of others’ land, or buildings and structures appurtenant thereto, and surface and bottom of the water (hereinafter referred to as the “land, etc.”). In this case, a key communications business operator shall make a consultation with owners or possessors of the relevant land, etc. in advance.

 

(2) Where a consultation under paragraph (1) is not or cannot be made, a key communications business operator may use the land, etc. owned by others, pursuant to the Act on the Acquisition of Land, etc. for Public Works and the Compensation therefor. <Amended, Feb. 4, 2002, Jan. 3, 2007>

 

(3) Deleted. <by Act No. 5986, May 24, 1999>

 

Article 40 (Temporary Use of Land, etc.)

 

(1) A key communications business operator may, when necessary for the measurement of line tracks, etc. and the installation or preservation works of the telecommunications facilities, temporarily use the private, national or public telecommunications facilities, and the land, etc., within the limit of not substantially impeding a current use.

 

(2) A key communications business operator shall, when intending to temporarily use the private, national or public property under paragraph (1), notify the possessors, in advance, of the purposes and period of such use: Provided, That in case where it is difficult to make a prior notification, a prompt notification shall be made during or after its use, and in case where such notification may not be made due to an obscurity of address and where about of possessors, a public notice thereof shall be made.

 

(3) The temporary period of use of the land, etc. under paragraph (1) shall not exceed six months.

 

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(4) A person who temporarily uses the private, national or public telecommunication facilities or the land, etc. under paragraph (1) shall carry the certificate indicating the authority, and present it to the persons related.

 

Article 41 (Entry to Land, etc.)

 

(1) A key communications business operator may enter others’ land, etc., when necessary for a measurement, examination, etc., for the installation and preservation of his telecommunications facilities: Provided, That in case where the place intended for such entry is a residential building, a consent from residents shall be obtained.

 

(2) The provisions of Article 40 (2) and (4) shall be applied mutatis mutandis to the entry into the private, national or public land, etc., by those engaged in a measurement or examination, etc. under paragraph (1).

 

Article 42 (Request for Elimination of Obstacles, etc.)

 

(1) A key communications business operator may request the owners or possessors of gas pipes, water pipes, drain pipes, electric lamp lines, electricity lines or private telecommunications facilities, which impede or are likely to impede the installation of line tracks, etc. or telecommunications facilities themselves (hereinafter referred to as the “obstacles, etc.”), for the removal, remodeling, repair and other measures with respect to the relevant obstacles, etc.

 

(2) A key communications business operator may request the owners or possessors to remove the plants, when they may impede or are likely to impede the installation or maintenance of line tracks, etc. or telecommunications themselves.

 

(3) A key communications business operator may, when the owners or possessors of the plants do not comply with the request under paragraph (2) or there exist any other unavoidable reasons, fell or transplant the relevant plants by obtaining permission from the Korea Communications Commission. In this case, a prompt notification shall be made to the owners or possessors of the relevant plants. <Amended by Act No. 5220, Dec. 30, 1996; Amended by Act No. 8867, Feb. 29, 2008>

 

(4) The owners or possessors of the obstacles, etc., which impede or are likely to impede the telecommunications facilities of a key communications business operator, shall make a consultation in advance with the key communications business operator, when they are in need of a new construction, enlargement, improvement, removal or alteration of the relevant obstacles, etc.

 

Article 43 Deleted; by Act No. 8425, May 11, 2007

 

Article 44 (Obligation for Restoration to Original State)

 

A key communications business operator shall restore the relevant land, etc. to its original state, when a use of the land, etc. under Articles 39 and 40 is finished or a need of providing the land, etc. for telecommunications service is gone, and in case where a restoration to the original state becomes impossible, make a proper compensation for damages suffered by the owners or possessors.

 

Article 45 (Compensation for Damages)

 

A key communications business operator shall, in case of incurring damages on others in case of Article 40 (1), 41 (1) or 42, make a proper compensation to the suffered person.

 

Article 46 Deleted by Act No. 8425, May 11, 2007

 

Article 47 (Procedures for Compensation for Damages on Land, etc.)

 

(1) A consultation with the suffered party shall be made, in case where a compensation under Article 44 or 45 is made due to a use of or an entry into the land, etc., a removal of the obstacles, etc., or an impossibility of restoration to the original state under Article 40 (1), 41 (1), 42 or 44.

 

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(2) When a consultation under paragraph (1) is not or cannot be made, an application for adjudications shall be filed with the competent Land Expropriation Commission under the Act on the Acquisition of Land, etc. for Public Works and the Compensation therefor. <Amended, Feb. 4, 2002, Jan. 3, 2007>

 

(3) Except for those as otherwise prescribed by this Act, the provisions of the Act on the Acquisition of Land, etc. for Public Works and the Compensation therefor shall be applied mutatis mutandis to the criteria, methods and procedures regarding a compensation for damages, etc. to the land, etc. under paragraph (1), and an application for adjudications under paragraph (2). <Amended, Feb. 4, 2002, Jan. 3, 2007>

 

Articles 48 and 49 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 50 (Protection of Telecommunications Facilities)

 

(1) No person shall destruct the telecommunications facilities, and obstruct the flow of telecommunications by impeding the function of telecommunications facilities by means of having other objects contact them or by any other devices.

 

(2) No person shall stain the telecommunications facilities or damage the measurement marks of the telecommunications facilities by means of throwing objects to the telecommunications facilities or fastening an animal, vessel or a log raft thereto.

 

(3) A key communications business operator may, if necessary for the protection of submarine communications cable and their peripheral equipment (the “Submarine Cable”), file an application to the Korea Communications Commission for the designation of alert areas for the Submarine Cable. <Newly inserted by Act No. 8425, May 11, Amended by Act No. 8867, Feb. 29, 2008>

 

(4) Upon receiving an application pursuant to paragraph (3), the Korea Communications Commission may consider the necessity of such designation and may designate and publicly notify the alert areas for the Submarine Cable through consultation with the relevant state administrative agency. <Newly inserted by Act No. 8425, May 11, Amended by Act No. 8867, Feb. 29, 2008>

 

(5) Designation applications, methods and procedures of such designation and its public notification, and methods of alert area indication shall be determined by the Enforcement Decree. <Newly inserted by Act No. 8425, May 11, Amended by Act No. 8867, Feb. 29, 2008>

 

Article 51 (Moving of Facilities, etc.)

 

(1) The owners or possessors of the land, etc. may, in case where the telecommunications facilities of a key communications business operator have become an obstacle to a use of the land, etc. due to changes in the purpose of use or in the methods of using the land, etc. where such facilities are located, or the land adjacent to it, request a key communications business operator to move the telecommunications facilities, and take other measures necessary for removing the obstacles.

 

(2) A key communications business operator shall, upon receipt of a request under paragraph (1), take necessary measures, except for the cases where such measures are difficult to be taken for a business performance or technologies.

 

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(3) Expenses necessary for taking the measures under paragraph (2) shall be borne by the person who provided the cause for the move or taking other measures necessary for removing the obstacles after the installation of the subject telecommunication facilities: Provided, That in the event the person who bears the expenses is the owner or possessor of the land and falls under any one of the following subparagraphs, the key communication business operator may reduce or exempt the person’s expenses, considering the indemnification amount paid at the time of installation of the telecommunication facilities and the amount of time it took to build the telecommunication facilities:

 

  1. where the key communication business operator establishes and implements a plan to move the telecommunication facilities or remove other obstacles;

 

  2. where the moving the telecommunication facilities or removal of other obstacles is beneficial to other telecommunication facilities;

 

  3. where the state or a local autonomous entity demands such moving of telecommunication facilities or removal of other obstacles; or

 

  4. where the telecommunication facilities within private land are being removed because they greatly obstruct the use of such land.

 

Article 52 (Cooperation of Other Organizations, etc.)

 

A key communications business operator may ask the related public agencies for a cooperation, in case where the operation of vehicles, vessels, airplanes and other carriers for the installation and preservation of his telecommunications facilities is necessary. In this case, the public agency in receipt of a request for cooperation shall comply with it, unless there exist any justifiable reasons.

 

CHAPTER VI SUPPLEMENTARY PROVISIONS

 

Article 53 Deleted <Jan. 26, 2007>

 

Article 53-2 (<Deleted. Jan. 26, 2007>

 

Article 54 (Protection of Communication Secrecy)

 

(1) No person shall infringe on or divulge the secrecy of communication dealt with by telecommunications business operator.

 

(2) A person who is or has been engaged in the telecommunications service shall not divulge others’ secrecy obtained with respect to communication while in office.

 

(3) A telecommunications business operator may comply with a request for the perusal or the provision of the data falling under each of the following subparagraphs (hereinafter referred to as the “supply of communication data”) from a court, a prosecutor, the head of an investigation agency (including the head of any military investigation agency, the commissioner of the National Tax Service and the commissioners of regional Tax Offices); hereinafter the same shall apply) and the head of an intelligence and investigation agency, who intends to collect information or intelligence for the purpose of the prevention of any threat to a trial, an investigation, the execution of a sentence or the guarantee of the national security: <Amended, Dec. 26, 2002, Jan. 3, 2007>

 

  1. Names of users;

 

  2. Resident registration numbers of users;

 

  3. Addresses of users;

 

  4. Phone numbers of users;

 

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  5. IDs (referring to the identification codes of users that are used to identify the rightful users of computer systems or communications networks); and

 

  6. Dates on which users subscribe or terminate their subscriptions.

 

(4) The request for supply of communication data under paragraph (3) shall be made in writing (hereinafter referred to as a “written request for data supply”), which states a reason for such request, relation with the relevant user and the scope of necessary data: Provided, That where an urgent reason exists that makes a request in writing impossible, such request may be made without resorting to writing, and when such reason disappears, a written request for data supply shall be promptly filed with the telecommunications business operator. <Newly Inserted by Act No. 6230, Jan. 28, 2000>

 

(5) A telecommunications business operator shall, where he has supplied the communication data pursuant to the procedures of paragraphs (3) and (4), keep the ledgers as prescribed by the Enforcement Decree, which contain necessary matters such as the facts of supplies of communication data, and the related data such as the written requests for data supply, etc. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Amended by Act No. 8867, Feb. 29, 2008>

 

(6) A telecommunications business operator shall report, to the Korea Communications Commission, twice a year the current status, etc. of supplying the communication data, by the methods prescribed by the Enforcement Decree, and the Korea Communications Commission may check whether the content of a report made by a telecommunications business operator is authentic and the management status of related data according to paragraph (5). < Newly Inserted by Act No. 6230, Jan. 28, 2000; Amended by Act No. 8425, May 11, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(7) A telecommunications business operator shall, by the methods prescribed by the Enforcement Decree, notify the contents entered in the ledgers according to paragraph (5) to the head of a central administrative agency whereto a person requesting supply of communications data according to paragraph (3) belongs: Provided, That in the event that a person who asks for providing the communications data is a court, the relevant telecommunications business operator shall notify the Minister of the Court Administration thereof. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002; Amended by Act No. 8425, May 11, 2007; Amended by Act No. 8867, Feb. 29, 2008>

 

(8) A telecommunications business operator shall establish and operate a setup in full charge of the affairs related to the users’ communication secrets; and the matters concerning the function and composition, etc. of the relevant setup shall be prescribed by the Enforcement Decree. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Amended by Act No. 8867, Feb. 29, 2008>

 

(9) Matters necessary for the scope of persons holding the decisive power on the written requests filed with the telecommunications business operators under paragraph (4) shall be prescribed by the Enforcement Decree. <Newly Inserted by Act No. 6230, Jan. 28, 2000>

 

Article 54-2 (Notice of Transmitter’s Telephone Number)

 

(1) The telecommunications business operator may, upon request from the recipient, notify him of the transmitter’s telephone number, etc.: Provided, That this shall not apply to the case where the transmitter expresses his content to refuse the transmission of his telephone number.

 

<Amended. Mar. 29, 2007>

 

(2) The telecommunications business operator may, in case where the recipient requests according to the requisites and procedures set by the Enforcement Decree for national security, crime prevention, disaster relief and etc. and for the telephone services with the special numbers, when the Enforcement Decree for national

 

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security, crime prevention, disaster relief and etc. so requires, notify the recipient of the transmitter’s telephone number, etc. in order to protect the recipients from the violent language, intimidations, harassments, etc., notwithstanding the proviso of paragraph (1). <Amended by Act No. 8425, May 11, 2007; Act no. 8867, Feb. 29, 2008>

 

(3) No person shall alter the caller’s telephone number or display an erroneous telephone number for profit or for the purpose of inflicting harm on others violent language, intimidations, harassments, etc. <Newly inserted. Mar. 29, 2007>

 

(4) No person shall provide services that enable another to alter the caller’s telephone number or display an erroneous telephone number for profit. Provided, this provision under paragraph (4) shall not apply in the event any justifiable grounds for exception exist (e.g., for public interest or recipient’s convenience).

 

[This Article Newly Inserted by Act No. 6346, Jan. 8, 2001]

 

Article 55 (Restriction and Suspension of Business)

 

The Korea Communications Commission may order the telecommunications business operators to restrict or suspend the whole or part of telecommunications service under the conditions as prescribed by the Enforcement Decree, when there occurs or is likely to occur a national emergency of war, incident, natural calamity, or that corresponding to them, or when other unavoidable causes exist, and when necessary for securing important communications. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 56 Deleted. <by Act No. 5220, Dec. 30, 1996>

 

Articles 57 and 58 Deleted. <by Act No. 5986, May 24, 1999>

 

Article 59 (Approval for International Telecommunications Services)

 

(1) When there exist special provisions in the treaties or agreements on international telecommunications business joined by the Government, those provisions shall govern.

 

(2) A telecommunications business operator shall, where he intends to conclude an agreement or a contract with a foreign government or a foreigner with respect to the adjustments of fees following the handling of international telecommunications services (excluding the case of a value-added communications business operator) and other international telecommunications business as prescribed by the Enforcement Decree, obtain approval from the Korea Communications Commission fulfilling the requisites prescribed by the Enforcement Decree. The same shall apply to the case where he intends to alter or abolish such agreement or contract. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5986, May 24, 1999; Act No. 6230, Jan. 28, 2000; Act No. 8425, May 11, 2007; Act No. 8867, Feb. 29, 2008>

 

(3) Standards for approving an agreement or a contract with respect to fees on the handling of international telecommunications services shall be determined and publicly announced by the Korea Communications Commission. <Newly Inserted by Act No. 6230, Jan. 28, 2000; Act No. 8867, Feb. 29, 2008>

 

Article 59-2 (Transboundary Provision of Key Telecommunications Services)

 

(1) A person, who intends to provide key telecommunications service from abroad into the homeland without establishing a domestic business place (hereinafter referred to as the “transboundary provision of key telecommunications services”), shall conclude a contract on transboundary provision of key telecommunications services with a domestic key communications business operator or a specific communications business operator who provides the same key telecommunications service.

 

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(2) The provisions of Articles 29, 30, 33 through 33-3, 36-3 through 37, 38, 53 through 55, 62 and 65 shall apply mutatis mutandis to the provision of services as determined in a contract by a key communications business operator or a specific communications business operator who has concluded the contract under paragraph (1). <Amended by Act No. 5564, Sep. 17, 1998; Act No. 5986, May 24, 1999>

 

(3) Where a person, who intends to provide a transboundary key telecommunications service under paragraph (1), or a key communications business operator or a specific communications business operator, who has concluded a contract with him, violates the relevant provisions which applies mutatis mutandis under paragraph (2), the Korea Communications Commission may cancel approval under Article 59 (2), or issue an order to suspend a transboundary provision of the whole or part of key telecommunications services as determined in the relevant contract, with fixing a period of not more than one year. <Amended by Act No. 8867, Feb. 29, 2008>

 

(4) Criteria and procedures for dispositions under paragraph (3) and other necessary matters shall be determined by the Enforcement Decree. <Amended by Act No. 8867, Feb. 29, 2008>

 

[This Article Newly Inserted by Act No. 5385, Aug. 28, 1997]

 

Article 60 Deleted. <by Act No. 5220, Dec. 30, 1996>

 

Article 61 Deleted. <by Act No. 6822, Dec. 26, 2002>

 

Article 62 (Report, etc. on Statistics)

 

(1) A telecommunications business operator shall report the statistics on a provision of telecommunications service as prescribed by the Enforcement Decree, such as a current status of facilities by telecommunications service, subscription record, current status of users, and the data related to telephone traffic required for the imposition and collection of fees, to the Korea Communications Commission under the conditions as determined by the Enforcement Decree, and keep the related data available. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) A key communications business operator and stockholders thereof, or the specific communications business operator and stockholders thereof shall submit the related data necessary for a verification of the facts of Article 6, pursuant to the provisions of the Enforcement Decree. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5986, May 24, 1999; Act No. 7165, Feb. 9, 2004; Act No. 8867, Feb. 29, 2008>

 

(3) The Korea Communications Commission may, in order to verify the facts under paragraph (2), or to examine the genuineness of the data submitted, request the administrative agencies and other related agencies to examine the data submitted or to submit the related data. In this case, the agencies in receipt of such request shall accede thereto unless there exist any justifiable reasons. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

Article 63 (Hearing)

 

The Korea Communications Commission shall, in case where he intends to make a disposition falling under any of the following subparagraphs, hold a hearing: <Amended by Act No. 8867, Feb. 29, 2008>

 

  1. Cancellation of license for a key communications business operator under Article 15 (1);

 

  2. Cancellation of registration of a specific communications business or closedown of a value-added communications business under Article 28 (1) and (2); and

 

  3. Cancellation of approval under Article 59-2 (3).

 

[This Article Wholly Amended by Act No. 5385, Aug. 28, 1997]

 

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Article 64 (Imposition, etc. of Penalty Surcharge)

 

(1) The Korea Communications Commission may impose a penalty surcharge equivalent to the amount of not more than 3/100 of the sales amount that is calculated under the conditions as prescribed by the Enforcement Decree in lieu of the relevant business suspension, in case where he has to order a business suspension to a telecommunications business operator who falls under subparagraphs of Article 15 (1) or subparagraphs of Article 28 (1) and (2), or a suspension of relevant business is likely to cause substantial inconveniences to the users, etc. of relevant business or to harm other public interests. If the telecommunications business operator refuses to submit the data used for calculation of turnover or submits erroneous data, an estimate of the turnover can be assessed based on the financial statement of those who provide similar services in the same industry (accounting documents, number of subscribers, usage fee and business operation status): Provided, That in the event that the sales amount is nonexistent or difficult to calculate the sales amount, as prescribed by the Enforcement Decree, the Minister of Information and Communication may impose a penalty surcharge not exceeding 1 billion won. <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 6822,, Dec. 26, 2002, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(2) Specific standards for the imposition of penalty surcharge under paragraph (1) shall be determined by the Enforcement Decree. <Jan. 3, 2007, Mar. 29, 2007>

 

(3) The provisions of Article 37-2 (3) and (4) or (6) shall apply mutatis mutandis to the penalty surcharge under paragraph (1). <Amended by Act No. 5564, Sep. 17, 1998; Act No. 6230, Jan. 28, 2000, Jan. 28, 2007, Mar. 29, 2007>

 

(4) Deleted. <by Act No. 5385, Aug. 28, 1997>

 

Article 64-2 (Extension of Time Limit of Payment of Penalty Surcharge and Payment in Installments)

 

(1) Where a penalty surcharge to be paid by a telecommunications business operator under Articles 37-2 and Article 64 exceeds the amount as prescribed by the Enforcement Decree, and where deemed that a person liable for a payment of penalty surcharge finds it difficult to pay it in a lump sum due to the reasons falling under any one of the following subparagraphs, the Korea Communications Commission may either extend the time limit of payment, or have him pay it in installments. In this case, the Korea Communications Commission may, if deemed necessary, have him put up a security therefore: <Amended, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Where he suffers a severe loss of property due to natural disasters or fire;

 

  2. Where his business faces a serious crisis due to an aggravation of his business environments; and

 

  3. Where it is expected that he will be in great financial difficulty if he pays the penalty surcharge in a lump sum.

 

(2) Matters necessary for an extension of the deadline for payment of a penalty surcharge, the payment in installments and the laying of a security shall be prescribed by the Enforcement Decree.

 

[This Article Newly Inserted by Act No. 5564, Sep. 17, 1998]

 

Article 65 (Correction Orders, etc.)

 

(1) The Korea Communications Commission shall issue correction orders in case where a telecommunications business operator falls under any of the following subparagraphs: <Amended by Act No. 4441, Dec. 14, 1991; Act No. 5220, Dec. 30, 1996; Act No. 5835, Feb. 8, 1999; Act No. 6360, Jan. 16, 2001, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

  1. Where he violates this Act, the Framework Act on Telecommunications, the Radio Waves Act, the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc., the Framework Act on Information Promotion, or the orders issued under these Acts;

 

35


  2. Where the procedures for business performances of telecommunications business operator are deemed to inflict significant harms on the users’ interests; and

 

  3. Where he fails to take swift measures necessary for removing obstructions such as repairs, etc. when impediments have occurred to the supply of telecommunications services.

 

(2) The Korea Communications Commission may order a telecommunications business operator to conduct the matters of the following subparagraphs, when necessary for development of telecommunications: <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

  1. Integrated operation and management of telecommunications facilities, etc.;

 

  2. Expansion of communications facilities for the enhancement of social welfare;

 

  3. Construction and management of communications networks for important communications to achieve efficient performance of State’s functions; and

 

  4. Other matters as prescribed by the Enforcement Decree.

 

(3) The Korea Communications Commission may order the persons falling under any of the following subparagraphs to take measures, such as the suspension of acts to provide telecommunications service or the removal of telecommunications facilities, etc.: <Newly Inserted by Act No. 6346, Jan. 8, 2001>

 

  1. Persons who operate a key communications business without obtaining a permit under Article 5 (1);

 

  2. Persons who operate a specific communications business without making a registration under Article 19 (1); and

 

  3. Persons who operate a value-added communications business without making a report under Article 21 (1).

 

Articles 66 and 67 Deleted. <by Act No. 5220, Dec. 30, 1996>

 

Article 68 (Delegation and Entrustment of Authority)

 

(1) The authority of the Korea Communications Commission under this Act may be delegated and entrusted in part to the head of the affiliated agencies or of the Korea Post, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(2) The Korea Communications Commission may entrust a part of affairs related to reports under Article 21(1) to a telecommunications business operator or to the Korea Information Communication Promotion Association under the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc., under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 4439, Dec. 14, 1991; Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5835, Feb. 8, 1999; Act No. 6360, Jan. 16. 2001, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

CHAPTER VII PENAL PROVISIONS

 

Article 69 (Penal Provisions)

 

A person falling under any of the following subparagraphs shall be punished by imprisonment for not more than five years or by a fine not exceeding 200 million won: <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002>

 

  1. A person who runs a key communications business without obtaining a license under Article 5 (1);

 

  2. A person who obstructs the flow of telecommunications by impeding a function of telecommunications facilities by means of damaging telecommunications facilities, or having the objects contacted thereon and other methods, in violation of Article 50 (1);

 

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  3. A person who divulges other’s secrets with respect to communications which have been known to him while in office, in violation of Article 54 (2); and

 

  4. A person who supplies communication data, and person who receives such supply, in violation of Article 54 (3).

 

Article 70 (Penal Provisions)

 

A person falling under any of the following subparagraphs shall be punished by imprisonment for not more than three years or by a fine not exceeding 150 million won: <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 6822, Dec. 26, 2002; Act No. 8425, May 11, 2007>

 

  1. A person who refuses a provision of telecommunications service without any justifiable reasons, in violation of Article 3 (1);

 

  2. A person who violates a disposition taken to suspend his business under Article 15 (1);

 

  3. A person who operates a specific communications business without making a registration under Article 19 (1);

 

  4. A person who commits any of the prohibited acts under Article 36-3 (1) 1-4 (excluding the act of providing telecommunications services in a manner different from the terms of use);

 

  5. A person who fails to implement an order under Article 37 (2);

 

  6. A person who obstructs the measurement of line tracks, etc. and the installation and preservation activities of telecommunications facilities under Article 40 (1); and

 

  7. A person who encroaches upon or divulges a secret of communications handled by telecommunications business operator, in violation of Article 54 (1).

 

Article 71 (Penal Provisions)

 

A person falling under any of the following subparagraphs shall be punished by imprisonment for not more than two years or by a fine not exceeding 100 million won: <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 5986, May 24, 1999; Act No. 6822, Dec. 26, 2002, Jan. 26, 2007, Act No. 8324, Mar. 29, 2007; Act No. 8425, May 11, 2007>

 

  1. A person who fails to obtain a modified license or to make a report thereon under Article 10;

 

  2. A person who fails to obtain approval under Articles 11 (1) and 34-4 (4);

 

  3. A person who fails to obtain an authorization under the text of Article 13 (1) or approval according to Article 13 (2) or 14 (1);

 

  4. A person who violates Article 13 (10) by unifying communication networks, appointing officers, executing any other activities such as transferring, consolidating, enforcing a facilities sales contract or taking follow-up measures relating to establishment of a company;

 

  5. A person who violates user protection measures ordered under Article 14-2;

 

  6. A person who runs the value-added communications business without making a report under Article 21;

 

  7. A person who violates a disposition taken to suspend his business under Article 28 (1);

 

  8. A person who fails to execute the order given to discontinue his business under Article 28 (2);

 

  9. A person who discloses, uses or provides the information, in violation of the text of Article 34-5 (1) or paragraph (2) of the same Article;

 

  10. A person who fails to implement the measure ordered pursuant to Article 55; and

 

  11. A person who fails to obtain approval, approval for alteration, or approval for abolition, under Article 59 (2).

 

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Article 72 (Penal Provisions)

 

A person falling under any of the following subparagraphs shall be punished by imprisonment for not more than one year or by a fine not exceeding 50 million won: <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 5986, May 24, 1999; Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002; Act No. 7165, Feb. 9, 2004, Jan. 3, 2007; Act No. 8425, May 11, 2007>

 

  1. A person who fails to execute the order given under Articles 6-3 (5) or 7 (2) (including a case where the provisions are applied mutatis muandis under Article 4 (4) of the Addenda of the Telecommunications Business Act amended by Act No. 5385) or Article 13(9);

 

  2. A person who fails to make a report under provisos of Article 13 (1);

 

  3. A person who fails to make a modified registration or a modified report under Article 22;

 

  4. A person who fails to make a report under Article 25;

 

  5. A person who violates a disposition taken to suspend his business under Article 28 (2);

 

  6. A person who provides telecommunications service without making a report or receiving an authorization under Article 29 (1); and

 

  7. A person who intermediates other person’s communication or furnishes for use by other person, by making use of telecommunications services rendered by the telecommunications business operator, in contravention of the provisions of the text of Article 32-2.

 

<The provisions of this subparagraph declared unconstitutional by the Constitutional Court on September 19, 2002 were amended in accordance with the amendment of Article 32-2 made by Act No. 6822 on December 26, 2002>

 

Article 73 (Penal Provisions)

 

A person falling under any one of the following subparagraphs shall be punished by a fine not exceeding 50 million won: <Amended by Act No. 5220, Dec. 30, 1996; Act No. 5986, May 24, 1999; Act No. 6822, Dec. 26, 2002, Mar. 24, 2006, Mar. 29, 2007>

 

  1. A person who violates the provisions under Article 36-4 (1) 36-4 (2) or 36-4(4) or 36-4(6);

 

  2. A person who refuses or impedes a temporary use of private telecommunications facilities or lands under Article 40 (1), without justifiable reasons;

 

  3. A person who refuses or impedes an entry to the land, etc. under Article 41 (1), without justifiable reasons;

 

  4. A person who refuses the moving, alteration, repair and other measures on the obstacles, etc. under Article 42 (1), or the request for removal of the plants under Article 42 (2), without justifiable reasons;

 

  5. Deleted; Act No. 8425, May 11, 2007

 

  6. A person who deceives another for profit or alters his telephone number or displays a fraudulent telephone number for the purpose of inflicting harm through violent language, intimidations, harassment, etc. in contravention of Article 54-2(3) <Newly inserted. Mar. 29, 2007>; and

 

  7. A person who provides services that enable another to alter the caller’s telephone number or display an erroneous telephone number for profit in violation of Article 54-2(4).

 

Article 74 Deleted. <by Act No. 6230, Jan. 28, 2000>

 

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Article 75 (Penal Provisions)

 

A person who stains the telecommunications facilities or damages the measurement marks of the telecommunications facilities, in violation of Article 50 (2) shall be punished by a fine not exceeding one million won.

 

[This Article Wholly Amended by Act No. 5220, Dec. 30, 1996]

 

Article 76 (Attempted Criminal)

 

An attempted criminal under subparagraphs 2 and 3 of Article 69 and subparagraph 7 of Article 70 shall be punished. <Amended by Act No. 5385, Aug. 28, 1997; Act No. 6822, Dec. 26, 2002>

 

Article 77 (Joint Penal Provisions)

 

When a representative of a juristic person or an agent, an employee or any other employed person of the juristic person or individual commits violation under Articles 69 through 73 in connection with the business of such juristic person or individual, then a fine under the related Article shall be imposed on the juristic person or individual, in addition to the punishment of the violator. <Amended by Act No. 6230, Jan. 28, 2000>

 

Article 78 (Fine for Negligence)

 

(1) A person who falls under any one of the following subparagraphs shall be punished by a fine for negligence not exceeding ten million won: <Amended by Act No. 4903, Jan. 5, 1995; Act No. 5220, Dec. 30, 1996; Act No. 5385, Aug. 28, 1997; Act No. 5564, Sep. 17, 1998; Act No. 5986, May 24, 1999; Act No. 6230, Jan. 28, 2000; Act No. 6822, Dec. 26, 2002; Act No. 7165, Feb. 9, 2004, Act No. 7916, Mar. 24, 2006, Act No. 8324, Mar. 29, 2007; Act No. 8425, May 11, 2007>

 

  1. A person who fails to make a report as referred to in Article 6-3 (2) or to comply with a request for providing the data or an order to attend as referred to in Article 6-4 (3) or (4);

 

  2. A person who, in violation of Article 14 (1), fails to notify the user 60 days prior to the expected date of termination;

 

  3. A person who fails to make a report under Article 27;

 

  4. A person who fails to implement an order for modification in the standardized use contract under Article 30;

 

  5. A person who violates the obligation concerning the protection of users under Article 33 (2);

 

  6. A person who fails to make a public announcement of the technical standards, and the standards for use and provision, or the standards for a creation of fair competitive environments, in violation of Article 34-4 (4);

 

  7. A person who fails to observe the publicly announced matters, in violation of Article 36 (3);

 

  8. A person who fails to adjust the accounting, to submit a business report, or to keep the books or evidential data, in violation of Article 36-2 (1);

 

  9. A person who fails to implement an order for the submission of related data under Article 36-2 (4);

 

  10. A person who refuses, avoids or hampers an order for submission, or an investigation, of the data or articles according to Article 36-5 (2);

 

  10-2. A person who refuses, avoids, or intervenes with the order to submit information or object under Article 26-5 (5), or the order for temporary custody of the information or object submitted under the same Article;

 

  11. A person who fails to execute orders given to furnish related data under the provisions of Article 38-2 (3);

 

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  12. A person who fails to keep related data or makes false entries in such data, in contravention of the provisions of Article 54 (5);

 

  13. A person who fails to notify the head of central administrative agency, in contravention of the provisions of Article 54 (7);

 

  14. A person who fails to make reports or submit the data under Article 62, or falsely do such acts; and

 

  15. A person who fails to follow correction orders, etc., under Article 65.

 

(2) The fine for negligence under paragraph (1) shall be imposed and collected by the Korea Communications Commission, under the conditions as prescribed by the Enforcement Decree. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(3) A person who is dissatisfied with the imposition of the fine for negligence under paragraph (2) may make an objection to the Korea Communication Commission within thirty days from the notification date of such imposition. <Amended by Act No. 5220, Dec. 30, 1996; Act No. 8867, Feb. 29, 2008>

 

(4) When a person subjected to the imposition of the fine for negligence under paragraph (2) makes an objection under paragraph (3), the Korea Communications Commission shall notify a competent court of the fact without delay, and the court so notified shall bring the case of fine for negligence to trial under the Non-Contentious Case Litigation Procedure Act. <Amended by Act No. 5220, Dec. 30, 1996, Jan. 3, 2007; Act No. 8867, Feb. 29, 2008>

 

(5) When neither the objection against nor the payment of the fine for negligence is made within the specified period under paragraph (3), it shall be collected in accordance with examples of disposition for the national taxes in arrears.

 

ADDENDA

 

Article 1 (Enforcement Date)

 

This Act shall enter into force four months after the date of its promulgation.

 

Article 2 (Transitional Measures concerning Public Communications Business Operator, etc.)

 

(1) At the time when this Act enters into force, the Korea Telecommunications Corporation under the Korea Telecommunication Corporation Act (hereinafter referred to as the “Corporation”) shall be deemed to have been designated as the one capable of running a general communications business under Article 5 (1).

 

(2) Among the persons designated to be able to run public telecommunications business by the Minister of Information and Communication under Article 7 (2) of the former Framework Act on Telecommunications, at the time when this Act enters into force, the one running a general communications business under Article 4 (3) 1 shall be deemed to have been designated as a general communications business operator under Article 5, and the one running specific communications business under Article 4 (3) 2 shall be deemed to have the license of specific communications business operator under Article 16 (1).

 

(3) At the time when this Act enters into force, the person providing the information communications services on travel information with the leased telecommunications line facilities from among the persons designated to be able to run public telecommunications business by the Minister of Information and Communication under Article 7 (2) of the former Framework Act on Telecommunications, and the person who has made a registration of a business providing the information communications service to the Minister of Information and Communication under the provisions of former Article 73-2 (1), shall be deemed to have registered the value added communications business under Article 21 (1).

 

40


(4) The person falling under paragraphs (1) through (3) shall report the matters as prescribed by the Ordinance of the Ministry of Information and Communication, such as classifications, contents etc., of telecommunications service provided by him, to the Minister of Information and Communication within one month after enforcement of this Act.

 

Article 3 (Transitional Measures concerning Entrusted Business)

 

At the time when this Act enters into force, the business entrusted to others under former Article 5 by a public telecommunications business operator with approval from the Minister of Information and Communication shall be deemed to be entrusted by a general communications business operator or a specific communications business operator with approval from the Minister of Information and Communication, under Article 12 (including the case applied mutatis mutandis under Article 20).

 

Article 4 (Transitional Measures concerning Authorization of Standard Form of Contract for Users, etc.)

 

At the time when this Act enters into force, the standard form of contract for users authorized under the former Article 9 (2), shall be considered as the standard form of contract for users authorized by the Minister of Information and Communication under Article 29 (1) until three months after the enforcement of this Act.

 

Article 5 (Transitional Measures concerning Disposition, etc.)

 

Where the approval, license, disposition, orders and applications, etc. have been executed under the former provisions at the time when this Act enters into force, except for the cases under Articles 2 and 3 of Addenda, and where there exist the provisions which correspond thereto in this Act, such shall be deemed to have been executed under this Act.

 

Article 6 (Special Case on Ownership Limitation of Stocks, etc.)

 

(1) Notwithstanding the provisions of Article 6 (1) 4, the Corporation may, within the limit of par value of stocks issued by other general communications business operator which have been owned by the Corporation at the time when this Act enters into force, possess the relevant stocks up to two years after the enforcement of this Act. In this case, the Corporation shall submit the plans for disposal of the relevant stocks such as a donation to the State, to the Minister of Information and Communication within six months after enforcement of this Act, and take measures so as to have them in conformity with Article 6 (1) 4 according to the said plans.

 

(2) Notwithstanding the provisions of Article 6 (1) 6, the facilities manufacturer may possess the stocks issued by other general communications business operator within the limit of par value of stocks which have been owned by him at the time when this Act enters into force: Provided, That additional investments shall not be made until the ownership ratio of stocks with voting rights comes to fall short of the ownership limitation ratio under Article 6 (1) 6.

 

(3) Notwithstanding the provisions of Article 18 (1) 5, the Corporation may, up to two years after enforcement of this Act, possess in excess of 10/100 of the stocks with voting rights, issued by a specific communications business operator who mainly provides telecommunications service based upon a wireless mode with technical limits: Provided, That when two years have passed after an enforcement of this Act, it shall not possess them in excess of 1/3.

 

(4) Notwithstanding the provisions of Article 18 (1) 5, the Corporation may possess in excess of 10/100 of the stocks with voting rights issued by a specific communications business operator whose main business areas are harbor districts.

 

Article 7 Deleted. <by Act No. 4903, Jan. 5, 1995>

 

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Article 8 (Amendment of Other Acts, etc.)

 

(1) through (8) Omitted.

 

(9) At the time when this Act enters into force, where other Acts cite former provisions of the Public Telecommunication Service Act, and where there exist provisions corresponding thereto in this Act, it shall be considered to have cited the corresponding provisions in this Act in lieu of the former provisions.

 

ADDENDA <Act No. 4439, Dec. 14, 1991>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on the date of its promulgation.

 

Articles 2 through 4 Omitted.

 

ADDENDA <Act No. 4441, Dec. 14, 1991>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on July 1, 1992. (Proviso Omitted.)

 

Articles 2 and 3 Omitted.

 

ADDENDA <Act No. 4861, Jan. 5, 1995>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force three months after the date of its promulgation.

 

Articles 2 through 5 Omitted.

 

ADDENDA <Act No. 4903, Jan. 5, 1995>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force three months after the date of its promulgation.

 

Article 2 (Transitional Measures concerning License for Key Communications Business Operator, etc.)

 

(1) At the time when this Act enters into force, a general communications business operator and a specific communications business operator under the former provisions shall be deemed to have been licensed for a key communications business operator under the amended provisions of Article 5.

 

(2) At the time when this Act enters into force, the value-added communications business operator under the former provisions shall be deemed to have made the report of a value-added communications business operator under the amended provisions of Article 21.

 

Article 3 (Special Case on Ownership Limitation of Stocks, etc.)

 

(1) At the time when this Act enters into force, the stocks issued by other key communications business operator which have been possessed by the Corporation under the Korea Telecommunication Corporation Act, shall be deemed to have been approved under the amended provision of proviso of subparagraph 4 of Article 6.

 

42


(2) The amended provisions of subparagraph 5 of Article 6 shall not be applied mutatis mutandis to the case where the Corporation possesses the stocks of Korea Port Telephone Company.

 

Article 4 (Transitional Measures concerning Application of Penal Provisions)

 

In the application of penal provisions to the activities prior to the enforcement of this Act, the former provisions shall govern.

 

Article 5 (Relations with Other Acts and Subordinate Statutes)

 

At the time when this Act enters into force, where a general communications business operator or a specific communications business operator is cited by other Acts and subordinate statutes, it shall be deemed to have cited a key communication business operator.

 

ADDENDA <Act No. 5220, Dec. 30, 1996>

 

(1) (Enforcement Date) This Act shall enter into force one month after the date of its promulgation.

 

(2) (Transitional Measures concerning Standard Form of Contract for Users) The standard form of contract for users which has been authorized or reported under the previous provisions at the time when this Act enters into force, shall be deemed to have been authorized or reported under the amended provisions of Article 29.

 

ADDENDA <Act No. 5385, Aug. 28, 1997>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 1998.

 

Article 2 (Valid Term)

 

The amended provisions of subparagraph 6 (c) and (d) of Article 6 shall continue to be valid until December 31, 1998.

 

Article 3 (Special Cases concerning Application of Disqualifications for License of Key Communications Business)

 

(1) Notwithstanding the amended provisions of subparagraph 3 of Article 6, a juristic person in which those who fall under subparagraphs 3 (a) through (c) of Article 6 (hereinafter referred to as the “foreigners, etc.”) are major stockholders, shall not obtain a license for a key communications business until December 31, 1998.

 

(2) Deleted. <by Act No. 5986, May 24, 1999>

 

Article 4 (Special Cases concerning Acquisition of Stocks)

 

(1) The foreign government or foreigners (where two or more foreign governments or foreigners have agreed to exercise voting rights jointly, including the foreign governments or foreigners who have made such an agreement) may not become the major stockholders of the corporation which has succeeded by a universe title the property and the rights and obligations of the Korea Telecommunications Corporation under Article 3 (1) of the Addenda of the Act No. 5387: the abrogated Act of the Korea Telecommunications Corporation Act: Provided, That the same shall not apply to the case where the stocks falling short of 5/100 are possessed. <Amended by Act No. 5564, Sep. 17, 1998; Act No. 6346, Jan. 8, 2001; Act No. 6822, Dec. 26, 2002; Act No. 7165, Feb. 9, 2004>

 

43


(2) Deleted. <by Act No. 6346, Jan. 8, 2001>

 

(3) Deleted. <by Act No. 6822, Dec. 26, 2002>

 

(4) The provisions of Articles 7 and 7-2 shall apply mutatis mutandis to a violation of paragraph (1). <Amended by Act No. 7165, Feb. 9, 2004>

 

Article 5 (Transitional Measures on Appointment of Part-time Directors)

 

A nationwide telephone service provider shall appoint a majority of directors as part-time members at a general meeting of stockholders convened for the first time after the entry into force of this Act.

 

Article 6 (Special Cases on Application of Disqualifications for Specific Communications Business Operators)

 

(1) No juristic person falling under any of the following subparagraphs shall, notwithstanding the amended provisions of Article 24, become a specific communications business operator who provides a telephone service by connecting to telecommunications networks:

 

  1. Deleted; and <by Act No. 5564, Sep. 17, 1998>

 

  2. Juristic person in which the stocks owned by the foreigners, etc. exceed 49/100 of the total issued stocks until December 31, 2000.

 

(2) The provisions of Article 7 shall apply mutatis mutandis to a violation of paragraph (1).

 

Article 7 (Special Cases on Transboundary Provision of Key Telecommunications Services)

 

A person who intends to provide a telephone service which connects to the telecommunications networks, from among the business falling under Article 4 (3) 1 by a transboundary provision of key telecommunications services, shall establish within the country a juristic person which operates a specific communications business not later than December 31, 2000, and provide the relevant services through the said juristic person.

 

Article 8 Omitted.

 

ADDENDUM <Act No. 5564, Sep. 17, 1998>

 

This Act shall enter into force on January 1, 1999: Provided, That the amended provisions of Article 5-2, subparagraphs 4 and 5 of Article 6, Articles 9 (3), 12, and 16, and the amended provisions of Articles 4 (1) and 6 (1) 1 of the Addenda of the amendments of the Act No. 5385, Telecommunications Business Act, shall enter into force on the date of its promulgation.

 

ADDENDA <Act No. 5835, Feb. 8, 1999>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on July 1, 1999. (Proviso Omitted.)

 

Articles 2 through 4 Omitted.

 

ADDENDA <Act No. 5986, May 24, 1999>

 

(1) (Enforcement Date) This Act shall enter into force on July 1, 1999.

 

(2) Omitted.

 

44


ADDENDA <Act No. 6230, Jan. 28, 2000>

 

(1) (Enforcement Date) This Act shall enter into force on April 1, 2000.

 

(2) (Application Example of Application Exclusion of Monopoly Regulation and Fair Trade Act) The amended provisions of Article 37-3 shall apply starting with any act first performed by the telecommunications business operator in accordance with each subparagraph of Article 36-3 (1) after the enforcement of this Act.

 

(3) (Transitional Measures concerning Penal Provisions) The application of the penal provisions to any act committed prior to the enforcement of this Act shall be governed by the previous provisions.

 

ADDENDA <Act No. 6346, Jan. 8, 2001>

 

(1) (Enforcement Date) This Act shall enter into force three months after the date of its promulgation: Provided, That the amendments to Article 38-4 shall enter into force on the date of its promulgation, and the amendments to Article 54-2 two months after the date of its promulgation.

 

(2) Omitted.

 

ADDENDA <Act No. 6360, Jan. 16, 2001>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on July 1, 2001.

 

Articles 2 through 6 Omitted.

 

ADDENDA <Act No. 6602, Jan. 14, 2002>

 

(1) (Enforcement Date) This Act shall enter into force on July 1, 2002.

 

(2) and (3) Omitted.

 

ADDENDA <Act No. 6656, Feb. 4, 2002>

 

Article 1 (Enforcement Date)

 

This Act shall enter into force on January 1, 2003.

 

Articles 2 through 12 Omitted.

 

ADDENDA <Act No. 6822, Dec. 26, 2002>

 

(1) (Enforcement Date) This Act shall enter into force three months after the date of its promulgation: Provided, That the amended provisions of Article 53, Article 53-2 (1), the latter part of (3), (4), Article 54 (3), the proviso of (7) and subparagraph 8 of Article 71 shall enter into force on the date of its promulgation, and the amended provisions of Article 36-3 (3) shall enter into force six months after the date of its promulgation.

 

(2) (Valid Term) The amended provisions of Article 36-3 (1) 5 shall have its validity for three years from the date of the enforcement of this Act.

 

45


(3) (Transitional Measure concerning Disposition, etc.) Any authorization granted, report received, order given to correct a prohibited act and any surcharge imposed by the Minister of Information and Communication under the previous provisions of Articles 34-6, 37 and 37-2 at the time of enforcement of this Act shall be deemed to be each done by the Korea Communications Commission under the relevant provisions.

 

(4) (Transitional Measure concerning Penalty Surcharge) Any penalty surcharge imposed against any act performed prior to the enforcement of this Act shall be governed by the previous provisions, notwithstanding the amended provisions of Article 64 (1).

 

ADDENDA <Act No. 7165, Feb. 9, 2004>

 

(1) (Enforcement Date) This Act shall enter into force three months after the date of its promulgation: Provided, That the amended provisions of Article 38-6 shall enter into force two years after the date of its promulgation.

 

(2) (Transitional Measures concerning Examination of Public Interest Nature) The amended provisions of Article 6-3 shall not apply to what has been achieved prior to an enforcement of this Act.

 

(3) (Transitional Measures concerning Acquisition of Stocks by Joint-Stock Company) The amended provisions of Article 4 (1) of the Addenda of the amendments of the Act No. 5385, Telecommunications Business Act shall not apply to the largest stockholder who is a foreign government or a foreigner at the time of enforcement of this Act: Provided, that in case where a foreign government or a foreigner at the time of enforcement of this Act falls under the largest stockholder as referred to in Article 4 (1) of the Addenda of the amendments of the Act No. 5385, Telecommunications Business Act, the said foreign government or foreigner shall not be allowed to additionally acquire any stocks of the joint-stock company.

 

ADDENDUM <Act No. 7445, Mar. 31, 2005>

 

This Act shall enter into force on the date of its promulgation.

 

ADDENDUM (State Public Officials Act) <Act No. 7796, Dec. 29, 2005>

 

Article 1 (Enforcement Date) This Act shall enter into force on July 1, 2006.

 

Article 2 and 5 are deleted.

 

Article 6 (Amendment to another Act). (1) and <50> are deleted.

 

<51> Parts of Telecommunications Business Act are amended as follows:

 

Article 6-4(2). “public officials ranking Grade III” shall be replaced with “public officials raking Grade III or public officials in general service of high ranking or Grade”.

 

<52> and <68>. Deleted.

 

ADDENDUM <Act No. 7916, Mar. 24, 2006>

 

A. (Enforcement Date) This Act shall enter into force on March 27, 2006.

 

B. (Effective Period) The amended provisions of Article 36-4 shall enter into force for two years after the date of its enforcement.

 

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(3) (Exceptions with respect to reporting standards for the support) The standards for support which are reported within 30 days after the enforcement date of this Act shall enter into force on the date of the report regardless of the amended provisions of Article 36-4 (2).

 

ADDENDUM <Act No. 8198, Jan. 3, 2007>

 

(1) (Enforcement Date) This Act shall enter into force 6 months after the date of its promulgation.

 

(2) (Applicability of penalty surcharge) The amended provisions of Article 37-2(5) apply from the date on which grounds for return of penalty surcharge arise for the first time.

 

(3) (Penalty provision) With respect to the imposition of penalty on activities committed prior to the enforcement of this Act, the pre-existing provisions shall apply in relation thereto.

 

ADDENDUM (Act on Promotion of Information and Communications Network Utilization and Information Protection) <Act No. 8289, Jan. 26, 2007>.

 

Article 1. (Enforcement Date) This Act shall enter into force 6 months after the date of its promulgation.

 

Article 2 and Article 5. Deleted.

 

Article 6 (Amendment of other Act) Parts of the Telecommunications Business Act are amended as follows:

 

Each of Article 53 and Article 53-2 is deleted.

 

In Article 71 (1), “pursuant to the provisions of Article 53-2 or Article 55” shall be replaced with “pursuant to the provisions of Article 55”.

 

ADDENDUM <Act No. 8324, Mar. 29, 2007>

 

(1) (Enforcement Date) This Act shall enter into force 6 months after the date of its promulgation.

 

(2) (Measures pertaining to penalty surcharge) Penalty surcharge imposed on any acts committed prior to the enforcement of this Act shall be subject to the pre-existing provisions related thereto, regardless of the amendments to Article 37-2 and Article 64.

 

ADDENDUM <No. 8425, May 11, 2007>

 

(1) (Enforcement Date) This Act shall enter into force 6 months after the date of its promulgation.

 

(2) (Bearing the Expenses Necessary to Move Telecommunication Facilities or Remove Other Obstacles) The amended provisions of Article 51 (3) shall begin to apply with respect to the first person who requests measures to be taken for moving of telecommunication facilities or removal of other obstacles.

 

(3) (Amendment to another act) Parts of the Framework Act on Telecommunications are amended as follows;

 

In Article 40-2 (1)1, “compensation for damages or compensation for actual expenses under Article 46” is changed to “compensation for damages.”

 

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ADDENDUM (Laws on Capital Markets and Financial Investment) <Act No. 8635, August 3, 2007>

 

Article 1. (Enforcement Date) This Act shall enter into force one and a half year after the date of its promulgation. (Proviso omitted)

 

Article 2 to Article 41 omitted

 

Article 42 (Amendment to another act) (1) to Article 44 omitted

 

<45> Parts of the Telecommunications Business Act are amended as follows;

 

In Article 6 (2), “according to Article 36(3) of the Securities and Exchange Act” is amended to “according to Article 9 (1)1 of the Laws on Capital Markets and Financial Investment.”

 

In Article 6-3 (1)1, “according to Article 36(3) of the Securities and Exchange Act” is amended to “according to Article 9 (1)1 of the Laws on Capital Markets and Financial Investment.”

 

<46> to <67> omitted.

 

Article 43 and 44 are omitted.

 

ADDENDUM (Laws on establishment and operation of the Korea Communications Commission) <Act No. 8867, Feb. 29, 2008>

 

Article 1 (Enforcement Date and etc.) This Act shall enter into force on the date of its promulgation. (Proviso omitted)

 

Article 2 to 6 omitted.

 

Article 7 (Amendment to another act) (1) to (10) omitted.

 

(11) Parts of the Telecommunications Business Act are amended as follows;

 

In Article 6-3 (1), “the Minister of Information and Communication” is amended to “Korean Communications Commission.”

 

In Article 6-4 (2), “the Vice Minister of the Information and Communication” is amended to “the Vice Chairman of the Korea Communications Commission.”

 

In Article 33-3 (2), “the Korea Communications Commission (hereinafter the “Korea Communications Commission”) as set forth in Article 37 of the Framework Act on Telecommunications” is amended to “the Korea Communications Commission.”

 

In Article 36-2 (2), “a deliberation by the Korea Communications Commission and a consultation with the Minister of Finance and Economy” is amended to “a consultation with the Minister of Strategy and Finance.”

 

In Article 3-2(2), the text of Article 5(2), (4) and (5), Article 9(2), Article 11(2), Article 13(3) but excluding each of the subparagraphs thereof, Article 13(6) and (7), and Article 15(1), Article 19(2), the text of Article 28(1) but excluding each of the subparagraphs thereof, and the text of Article 28(2) but excluding each of the subparagraphs thereof, Article 29(3) but excluding each of the subparagraphs thereof, the former part of Article 33-5(3), Article 34(2), Article 34-3(2), Article 34-4(2), the former parts of Article 36(1) and (2), Article 36-2(2),

 

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Article 38-2(2) and (3), Article 54(6), Article 55, Article 59-2(3), the proviso of Article 62(3), Article 63 but excluding each of the subparagraphs thereof, the former part of Article 64(1), Article 65(1)-(3) but excluding each of the subparagraphs thereof, Article 68(2) and Article 78(4), “the Minister of Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 3-2(2), Article 3(2), Article 4(2), the proviso of Article 5(2) and (7), the text and proviso of Article 10(1), Article 10(2), Article 13(2), Article 19(1) but excluding each of the subparagraphs thereof, Article 19.3, Article 19(4), Article 22, Article 25, the proviso of Article 29(1), Article 33-5 (2)2, Article 34(3)2, Article 34-3(3)2, Article 34-4(3)2, Article 36-2(1), Article 54(5), the text of Article 54(7), Article 54(8) and (9), Article 54-2(2), Article 59-2(4) and Article 62(1) and (2), “the Ordinance of the Ministry of Information and Communication” is amended to “the Enforcement Decree.”

 

In Article 3-2(4) and (5), Article 6-3(4) and (5), Article 7(2), the former part of Article 7-2(1), Article 13(9), Article 14(2) and (3), Article 33-4(1) and (2), Article 33-6(2), Article 36-4(7), the former part of Article 38-3(1), Article 38-3(3), Article 38-4(1), (3), and (5), Article 38-6(2), Article 50(4), and the former part of Article 64-2(1) but excluding each of the subparagraphs thereof, “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 5(1), the text of Article 10(1), Article 10(2), Article 13(2), the proviso of Article 29(1), Article 34-4(4), the former part of Article 42(3), the former part of Article 59(2) and Article 68(1), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 5(3), Article 9(1), Article 13(4), Article 34-6(3), Article 59(3) and Article 78(2), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 6-3(2) and (3), Article 13(1) but excluding each of the subparagraphs thereof, Article 29(6), Article 36-4(2) and Article 50(3), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Articles 6-3(6), the proviso of Article 13(1), the proviso of Article 21, Article 33-4(3), the latter part of Article 38-3(1), Article 38-6(3) and Article 50(5), “the Ordinance of the Ministry of Information and Communication” is amended to “Enforcement Decree.”

 

In the proviso of Article 10(1), Article 19(1) but excluding each of the subparagraphs thereof, the text of Article 21, Article 22, Article 25, Article 27(1) and (2), the text of Article 29(1), Article 32-4(2), Article 54(6), Article 62(1) and Article 78(3), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 11(1), the text of Article 13(1) but excluding each of the subparagraphs thereof, and Article 14(1), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 33-3(2), Article 35(1) and (2), Article 36(4), Article 36-2(2), Article 36-2(1) and Article 36-2(3)-(5), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

Article 33-5(5), Article 33-6(3), Article 34(4), Article 34-3(4), Article 34-4(5), Article 36(4), Article 36-2(7), and Article 38-4(4) are all deleted.

 

In Article 33-6(1), the latter part of 33-7(1), Article 33-7(2), the proviso of Article 38-6(1), “the Minister of the Information and Communication” is amended to “the Korea Communications Commission.”

 

In Article 33-7(3), “the Minister of the Information and Communication by consultation with the Korea Communications Committee” is amended to “the Korea Communications Commission.”

 

49


In the former part of Article 34-6(1), Article 34-6(2) and (4), Article 36-4(6), Article 36-5(1)-(3), Article 36-5(6) but excluding each of the subparagraphs thereof, Article 37(1) but excluding each of the subparagraphs thereof, the text and proviso of Article 37(2), the texts of Article 37(3) and (4), the former part of 37-2(1), Article 37-2(2) but excluding each of the subparagraphs thereof, Article 37-2(4) and (5), “the Korean Communications Commission” is amended to “the Korea Communications Commission.”

 

In Articles 38-3(4) and 38-4(6), “the Minister of Information and Communication by going through the deliberation of the Korea Communications Committee” is amended to “the Korea Communications Commission.”

 

In Article 64-2(1), “the Minister of Information and Communication under Article 64 and the Korea Communications Commission under Article 37-2” is amended to “the Korea Communications Commission under Articles 37-2 and 64.”

 

In Article 68(1), “delegated in part to the head of the Korea Post” is amended to “delegated or entrusted in part to the chief of the related agencies or the head of the Korea Post.”

 

(12) to <20> omitted.

 

Article 8 to 12 omitted.

 

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EX-15.4 11 dex154.htm ENFORCEMENT DECREE OF THE TELECOMMUNICATIONS BUSINESS ACT Enforcement Decree of the Telecommunications Business Act

EXHIBIT 15.4

 

ENFORCEMENT DECREE OF THE TELECOMMUNICATIONS BUSINESS ACT

 

Wholly Amended by Enforcement Decree No. 13558,    Dec. 31, 1991
Amended by Enforcement Decree No. 13935,    Jul. 23, 1993
Enforcement Decree No. 14572,    Apr. 6, 1995
Enforcement Decree No. 15283,    Feb. 22, 1997
Enforcement Decree No. 15328,    Mar. 31, 1997
Enforcement Decree No. 15579,    Dec. 31, 1997
Enforcement Decree No. 16186,    Mar. 17, 1999
Enforcement Decree No. 16424,    Jun. 30, 1999
Enforcement Decree No. 16751,    Mar. 13, 2000
Enforcement Decree No. 16774,    Apr. 1, 2000
Enforcement Decree No. 17237,    Jun. 12, 2001
Enforcement Decree No. 18006,    Jun. 23, 2003
Enforcement Decree No. 18223,    Jan. 13, 2004
Enforcement Decree No. 18309,    Mar. 9, 2004
Enforcement Decree No. 18388,    May. 10, 2004
Amended in whole Enforcement Decree No. 20666,    February 29, 2008.

 

Chapter 1. General Provisions

 

Article 1 (Purpose)

 

The purpose of this Decree is to provide for matters delegated under the Telecommunications Business Act and matters necessary for its enforcement.

 

Article 2 (Contents of Universal Service)

 

(1) Pursuant to Article 3-2(3) of the Telecommunications Business Act (the “Act”), the contents of universal services shall be as follows:

 

  1. Wire telephone services;

 

  2. Telephone services for emergency communications; and

 

  3. Telephone services of which fees are reduced or exempted for the disabled and the low income class.

 

(2) The detailed contents of universal services under paragraph (1) shall be as follows.

 

  1. Wire telephone services are telephone services within an area publicly notified by the Korea Communications Commission based on methods and conditions of use (the “Calling Area”), falling under any one of the following:

 

  (a) a local telephone service which is a telephone service (excluding, throughout this Enforcement Decree, the island communication service referred to in (c) below) enabling communication through subscription telephones;

 

  (b) a local public telephone service which is a telephone service enabling communication through public telephones; or

 

  (c) an island communication service which is a telephone service enabling radio communication between shore and an island or between islands.

 

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  2. Telephone services for emergency communications are telephone services necessary for maintaining social order and securing human life, falling under any of the following:

 

  (a) a special telephone number service, among the key communications services under Articles 7.1 and 7.2 hereof, publicly notified by the Korea Communications Commission; or

 

  (b) a wireless telephone service for vessels which is a telephone service, among the key communications services under Article 7(2) hereof, enabling communication between shore and a vessel or between vessels.

 

  3. Telephone services of which fees are reduced or exempted for the disabled and the low income class are telephone services offered to the disabled and the low income class for the purpose of improving social welfare, falling under any of the following:

 

  (a) a local telephone service and a telephone service between the Calling Areas (the “Long Distance Telephone Service”);

 

  (b) a directory assistant service which is a service incidental to a local telephone service and the Long Distance Telephone Service;

 

  (c) a mobile telephone service, a personal communication service or a wireless call service among the key communications services prescribed under Article 7.2 hereof; or

 

  (d) an Internet subscriber connection service.

 

(3) Any of the following shall be entitled to the telephone services of which fees are reduced or exempted pursuant to subparagraph 3 of paragraph (2):

 

  1. the disabled or welfare institutions or groups for the disabled under the Welfare of Disabled Persons Act;

 

  2. special schools under the Elementary and Secondary Education Act;

 

  3. child welfare institutions under the Child Welfare Act;

 

  4. among the recipients of assistance under the National Basic Livelihood Security Act (the “Recipients of Assistance”), persons falling under any of the following (or households composed of such persons in the event of a local telephone service, the Long Distance Telephone Service or an Internet subscriber connection service):

 

  (a) the Recipients of Assistance who are either under 18 or over 65;

 

  (b) persons with severe disabilities under Article 2.2 of the Employment Promotion and Vocational Rehabilitation of Disabled Persons Act;

 

  (c) persons in need of a treatment or recuperation lasting 3 months or longer due to a disease, an injury or an aftereffect of a disease or an injury not designated by the Minister for Health, Welfare and Family Affairs under Article 7.2 of the Enforcement Decree of the National Basic Livelihood Security Act; or

 

  (d) persons deemed unable to work by the Minister for Health, Welfare and Family Affairs under Article 7.5 of the Enforcement Decree of the National Basic Livelihood Security Act.

 

  5. the Korean Association of Wounded Soldiers and Police Officials or the Association Commemorating the April 19 Democratic Revolution under the Act on Establishment of Organizations for Persons, etc. of Distinguished Services to the State;

 

  6. soldiers or policemen wounded in action, soldiers or policemen wounded on duty, wounded activists of the April 19 Revolution, public officials wounded on duty, wounded special contributor to national and social development or wounded anticommunist captive under the Act on Honorable Treatment and Support of Persons, etc. of Distinguished Services to the State; or

 

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  7. wounded activists of the May 18 Democratization Movement among the persons of distinguished services to the May 18 democratization movement under the Act on Honorable Treatment of Persons of Distinguished Services to the May 18 Democratization Movement.

 

Article 3 (Designation of Telecommunications Business Operator who Provides Universal Services)

 

(1) If the Korea Communications Commission intends to designate a telecommunications business operator who provides universal services (the “Business Operator Providing Universal Services”) under Article 3-2(4) of the Act, the Information and Communications Policy Deliberation Council as prescribed in Article 44-2 of the Framework Act on Telecommunications shall deliberate thereon.

 

(2) A telecommunications business operator who is designated as a Business Operator Providing Universal Services under paragraph (1) shall submit to the Korea Communications Commission, every year by no later than the last day of the year preceding the provision of the relevant services, a written plan for provision of universal services which includes the method of, and the expenditures for, providing the relevant services.

 

Article 4 (Compensation for Losses Incurred through Provision of Universal Services)

 

(1) The Korea Communications Commission may have the telecommunications business operators who are not Business Operators Providing Universal Services bear part of the expenses for compensating whole or part of the losses incurred through a provision of universal services by Business Operators Providing Universal Services (the “Compensation For Losses Incurred Through Universal Services”) in proportion to their respective sales.

 

(2) A Business Operator Providing Universal Services who intends to receive the Compensation For Losses Incurred Through Universal Services shall submit a report on the actual results of a provision of universal services, including expenditures for, and incomes and losses from, the provision thereof, to the Korea Communications Commission within three months after the expiration of the relevant fiscal year.

 

(3) The Korea Communications Commission may, if deemed necessary for the verification of the report on the actual results of a provision of universal services submitted pursuant to paragraph (2), consult a professional institution to examine it.

 

Article 5 (Universal Services Entitled To Compensation For Losses Incurred Through Universal Services)

 

(1) The scope of universal services entitled to the Compensation For Losses Incurred Through Universal Services shall be any of the following:

 

  1. among local telephone services pursuant to Article 2(2)1(a) hereof, a local telephone service offered in areas where, as a result of provision of such service, the expenditures (meaning, here as well as in subparagraph 2 and Article 6(1) hereof, the expenses calculated in accordance with the method publicly notified by the Korea Communications Commission considering such factors as the population density, number of lines and efficiency of managing communication lines) exceed the incomes (including, here as well as in subparagraph 2 and Article 6(1) hereof, any indirect advantages such as improved brand value and user preference as a result of provision of universal services);

 

  2. among local public telephone services pursuant to Article 2(2)1(b) hereof, a local public telephone service offered in areas where, as a result of provision of such service, the expenditures exceed the incomes;

 

  3. an island communication service pursuant to Article 2(2)1(c) hereof; or

 

  4. a wireless telephone service for vessels pursuant to Article 2(2)2(b) hereof.

 

(2) In Article 3-2(2) of the Act, “the telecommunications business operators prescribed under the Enforcement Decree” means specific communications business operators, value-added communications business operators or regional wireless call operators, and “the amount prescribed under the Enforcement Decree” means 30 billion won.

 

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Article 6 (Methods for Computing the Compensation For Losses Incurred Through Universal Services)

 

(1) Losses incurred through provision of the universal services prescribed under each of the paragraphs in Article 5(1) hereof shall be the amount of expenses of providing the relevant service less the relevant income.

 

(2) The provisional Compensation For Losses Incurred Through Universal Services shall be computed by multiplying the amount obtained under paragraph (1) and the rate of compensation for losses determined and publicly notified by the Korea Communications Commission; provided that, with respect to a wireless telephone service for vessels under Article 5(1)4 hereof, the target amount for efficient management determined and publicly notified by the Korea Communications Commission shall be the provisional Compensation For Losses Incurred Through Universal Services.

 

(3) The Compensation For Losses Incurred Through Universal Services shall be the amount of the provisional Compensation For Losses Incurred Through Universal Services computed pursuant to paragraph (2) subtracted by each of the amounts described below:

 

  1. the amount paid by telecommunications business operators providing any of the universal services prescribed under each of the subparagraphs of Article 5(1) hereof based on their sales from telecommunications services other than the relevant universal service provided (excluding value-added communications services); and

 

  2. the amount computed by the Korea Communications Commission considering the payment capacity of telecommunications business operators paying for the Compensation For Losses Incurred Through Universal Services (the “Business Operators Paying For Losses”).

 

(4) The Business Operators Paying For Losses shall pay for the Compensation For Losses Incurred Through Universal Services computed pursuant to paragraph (3) in proportion to their respective sales relating to telecommunications services (excluding value-added communications services).

 

(5) The Korea Communications Commission shall determine and announce all other necessary details with respect to the rates by which telephone services fees are reduced or exempted for the disabled and the low income class and the methods for computing the Compensation For Losses Incurred Through Universal Services.

 

Chapter 2. Telecommunications Business

 

Article 7 (Types and Contents of Key Communications Services)

 

The types and contents of key communications services pursuant to Article 4(2) of the Act are as follows; provided that, a telecommunications service which sends or receives electromagnetic signals, such as voices, data or images, using any of the following services without changing the form or content of such electromagnetic signals shall be excluded:

 

  1. a transmission service: a telecommunications service sending or receiving electromagnetic signals, such as voices, data or images, i.e. telegraph, telephone or connecting to the Internet, without changing the form or content of such electromagnetic signals;

 

  2. a service provided upon being assigned frequencies: a telecommunications service sending or receiving electromagnetic signals, such as voices, data or images, without changing the form or content of such electromagnetic signals utilizing the radio stations that use the frequencies assigned pursuant to Article 11 or 12 of the Radio Waves Act; and

 

  3. a telecommunications line facilities and equipment rental service: a telecommunications service renting out telecommunications line facilities and equipment.

 

4


Article 8 (Scope of Premises)

 

The “premises determined under the Enforcement Decree of the Act” in Article 4(3)2 of the Act means any of the following:

 

  1. a building;

 

  2. a site (limited to that owned by one person or owned through common ownership) and any building located on such site;

 

  3. two or more buildings possessed by one person and the site on which such buildings are located, limited to those buildings the distance between which is not more than 500 meters; or

 

  4. any buildings or sites adjacent to the buildings or sites prescribed under paragraphs 1-3 and publicly notified by the Korea Communications Commission upon deliberation by the Information and Communications Policy Deliberation Council pursuant to Article 44-2 of the Framework Act on Telecommunications.

 

Article 9 (Permit Application, etc.)

 

(1) A person who wishes to obtain a permit under Article 5(1) of the Act may make an application in the name of the representative of a corporation or the representative, such as a shareholder, etc., of a corporation to be established.

 

(2) Prior to any public notification issued by the Korea Communications Commission under Article 5(4) of the Act, the subject matter shall be deliberated by the Information and Communications Policy Deliberation Council, as stipulated in Article 44-2 of the Framework Act on Telecommunications; provided that, such requirement shall not apply to permits for minor businesses as provided for in proviso of Article 5(2) of the Act.

 

Article 10 (Documents to be Attached to Permit Application)

 

(1) A person who wishes to obtain a permit for a key communications business under Article 5(1) of the Act shall submit to the Korea Communications Commission a key communications business permit application with each of the following documentation attached thereto:

 

  1. articles of incorporation of the corporation (including, throughout this Article 10, the corporation to be incorporated);

 

  2. shareholder register, or documentation relating to ownership of shares, etc. by shareholders, etc., of the corporation; and

 

  3. a business proposal.

 

(2) A public official who receives a permit application pursuant to paragraph (1) shall verify the corporate registry by using the public administrative information made available under Article 21(1) of the E-Government Act; provided that, in the event the applicant does not consent to such verification method, such applicant shall be required to attach the corporate registry to its license application.

 

Article 11 (Exception to Deliberation by the Information and Communications Policy Deliberation Council)

 

“Minor businesses prescribed under the Enforcement Decree of the Act” in proviso of Article 5(2) of the Act means businesses providing the services publicly notified by the Korea Communications Commission, among the services prescribed under Article 7.2 hereof.

 

Article 12 (Issuance of License)

 

(1) When permitting a key communications business under Article 5(1) of the Act or an additional key communications service under Article 10(1) of the Act, the Korea Communications Commission shall issue a key

 

5


communications business operator’s license upon making recordations of each of the following in a license registry of key communications business operators:

 

  1. number and date of license;

 

  2. title or trade name of the business and name of the representative;

 

  3. type and details of the telecommunications service and the areas where the telecommunications service is offered;

 

  4. location of the principal office;

 

  5. capital or asset valuation amount;

 

  6. details of major business facilities and equipment and the locations where such facilities and equipment are installed;

 

  7. details concerning technical personnel; and

 

  8. any conditions upon which the license is issued.

 

(2) A key communications business operator whose license, issued pursuant to paragraph (1), is either lost or worn out to the extent it can no longer be used may apply for reissuance of the license to the Korea Communications Commission by writing the reason for such loss or damage in its application thereto.

 

Article 13 (Criteria for Examination of Public Interest Aspect)

 

(1) The term “public interests as prescribed under the Enforcement Decree of the Act” in parts other than each subparagraph of Article 6-3(1) of the Act means the maintenance of national security, public peace and social order.

 

(2) The term “important management matters prescribed under the Enforcement Decree of the Act” in Article 6-3(1)3 of the Act means the matters falling under each of the following subparagraphs:

 

  1. appointment and dismissal of the representative director of a key communications business operator, or appointment and dismissal of one third or more of the officers;

 

  2. transfer and takeover of a key communications business; and

 

  3. entrance by a key communications business operator into a new key communications business.

 

(3) The term “case prescribed under the Enforcement Decree of the Act” in Article 6-3(1)4 of the Act means the case where a de facto change is made in the management right of a key communications business operator by an agreement of shareholders who are not the largest shareholder of such key communications business operator to jointly exercise voting rights.

 

Article 14 (Scope of Key Communications Business Operators subject to Examination of Public Interest Aspect)

 

The scope of key communications business operators who must file a report or who may request a screening pursuant to Article 6-3 of the Act shall be any of the following:

 

  1. a key communications business operator managing or supervising a significant communication under Article 64(1) hereof;

 

  2. a key communications business operator who owns an artificial satellite with a space station under Article 27 Subparagraph 30 of the Enforcement Decree of the Radio Waves Act; or

 

  3. a key communications business operator determined and publicly notified by the Korea Communications Commission under Article 39(2) hereof.

 

6


Article 15 (Procedures for Examination of Public Interest Aspect)

 

(1) A person who wishes to file a report or request a screening pursuant to Article 6-3(2) or 6-3(3) of the Act shall submit to the Korea Communications Commission documentation indicating each of the following:

 

  1. name and address of the person filing a report or requesting a screening (in the case of a corporation, the name and address of (i) such corporation and (ii) the representative of such corporation);

 

  2. purpose of, and reason for, the report or screening request; and

 

  3. details of any of the facts falling under each of the subparagraphs of Article 6-3(1) of the Act.

 

(2) The Korea Communications Commission may, where it deems necessary, request for the documentation already submitted to it to be supplemented within a period reasonably fixed.

 

(3) Except under special circumstances, with respect to any matter the Korea Communications Commission referred to the public interest aspect examination committee, the public interest aspect examination committee shall notify the Korea Communications Commission of the result of its screening within 3 months of the date of such referral.

 

(4) The Korea Communications Commission shall notify the person filing a report or requesting a screening of the result of examination of public interest aspect under paragraph (3).

 

Article 16 (Composition etc. of Public Interest Aspect Examination Committee)

 

(1) The term “related central administrative agencies prescribed under the Enforcement Decree of the Act” in parts other than each subparagraph of Article 6-4(2) of the Act means the agencies falling under each of the following:

 

  1. the Ministry of Strategy and Finance;

 

  2. the Ministry of Foreign Affairs and Trade;

 

  3. the Ministry of Justice;

 

  4. the Ministry of National Defense;

 

  5. the Ministry of Public Administration and Security; and

 

  6. the Ministry of Knowledge Economy.

 

(2) The term of office of the members shall be two years and consecutive appointment may be permitted; provided that, the term of office of the members who are public officials shall be the period of service in their positions as public officials.

 

Article 17 (Operation etc. of Public Interest Aspect Examination Committee)

 

(1) The chairman of the Public Interest Aspect Examination Committee shall represent the Public Interest Aspect Examination Committee and exercise an overall control of its affairs.

 

(2) If the chairman is inevitably unable to perform his duties, a member previously appointed by the chairman shall act on her or his behalf.

 

(3) The chairman shall convene and preside over a meeting of the Public Interest Aspect Examination Committee.

 

(4) Deliberation of a meeting of the Public Interest Aspect Examination Committee shall start by the attendance of a majority of all incumbent members, and its resolution shall require the consent of a majority of those present.

 

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(5) The Public Interest Aspect Examination Committee shall have one secretary general in order to deal with its affairs, but the secretary general shall be appointed by the chairman among the public officials belonging to the Korea Communications Commission.

 

(6) Any matters necessary for the operation of the Public Interest Aspect Examination Committee shall be determined by the chairman through a resolution of the Public Interest Aspect Examination Committee.

 

Article 18 (Imposition and Payment etc. of Charges for Compelling Execution)

 

(1) When determining the amount of charges for compelling execution pursuant to Article 7-2 of the Act, the Korea Communications Commission shall take into account such factors as the reasons for failure to comply with corrective orders and the scale of benefits to be gained by such failure.

 

(2) The date of compliance with corrective orders pursuant to Article 7-2(2) of the Act shall be determined by the classifications falling under each of the following:

 

  1. delivery date of shares in the case of disposal of shares;

 

  2. date of executing a contract in the case of amending details of a contract; and

 

  3. date of suspending the relevant acts in the case of suspending the acts impeding public benefits.

 

(3) Where the Korea Communications Commission wishes to impose charges for compelling execution pursuant to Article 7-2 of the Act, it shall furnish a notification thereof in writing, indicating such matters as the amount of charges for compelling execution per day, reasons for imposition, payment term and receiving agency, methods of raising objections, and agencies to where such objections must be directed.

 

(4) Any person who has been notified under paragraph (3) shall pay the charges for compelling execution within 30 days of the date of receiving such notice; provided that, in the event such person is unable to pay the charges for compelling execution within said period due to a natural disaster or other unavoidable circumstances, such person shall pay the charges for compelling execution within 30 days of the day on which said causes have disappeared.

 

(5) In collecting charges for compelling execution and in the event a corrective order has not been complied with after 90 days elapsed from the date of expiration of the period set by the corrective order, the Korea Communications Commission may collect charges for compelling execution based on the dates on which each 90 day period elapses from said expiration date.

 

(6) Article 49 hereof shall apply mutatis mutandis to any reminder of charges for compelling execution.

 

Article 19 (Permit to Change)

 

(1) A person who wishes to obtain a permit to change to a key communications business pursuant to Articles 10(1) and 10(2) of the Act shall submit to the Korea Communications Commission an application for a permit to change to a key communications business with each of the following documentation attached thereto:

 

  1. a business proposal—for adding a key communications service; and

 

  2. documentation demonstrating the plan to change to a key communications business—for changing any material aspect for which a permit was issued.

 

(2) The Korea Communications Commission shall issue public notice with respect to the application guidelines for a permit to change under Article 10(1) of the Act, such as the detailed criteria for examination of an application for a permit to add a key communications business, application deadline and relationship with an application for a new permit.

 

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(3) The “key communications service prescribed under the Enforcement Decree of the Act” in the proviso of Article 10(1) of the Act means the telecommunications line facilities and equipment rental service under Article 7(3) hereof.

 

(4) The “material aspects prescribed under the Enforcement Decree of the Act” in Article 10(2) of the Act means the aspects relating to Article 12(1)8 hereof.

 

Article 20 (Approval Application for Transfer, Merger, etc.)

 

(1) A person who wishes to obtain approval of the transfer of the whole or part of a key communications business pursuant to Article 13(1)1 of the Act shall submit to the Korea Communications Commission an approval application for the transfer of a key communications business with each of the following documentation attached thereto:

 

  1. a copy of the transfer agreement;

 

  2. articles of incorporation of the transferor and the transferee, and documentation supporting the transfer;

 

  3. shareholder register, or documentation related to ownership of shares, etc. by shareholders, etc., of the transferee;

 

  4. present status of the transferor and the transferee; and

 

  5. post-transfer business proposal.

 

(2) A person who wishes to obtain approval of the merger with a corporation that is a key communications business pursuant to Article 13(1)2 of the Act shall submit to the Korea Communications Commission an approval application for the merger with a key communications business with each of the following documentation attached thereto:

 

  1. a copy of the merger agreement;

 

  2. articles of incorporation of the parties to the merger agreement, and documentation supporting the merger;

 

  3. shareholder register, or documentation related to ownership of shares, etc. by shareholders, etc., of the corporation that shall continue to exist after the merger or be incorporated through the merger;

 

  4. present status of the parties to the merger agreement; and

 

  5. post-merger business proposal.

 

(3) A key communications business operator who wishes to obtain approval of the sale of telecommunications line facilities and equipment pursuant to Article 13(1)3 of the Act shall submit to the Korea Communications Commission an approval application for the sale of line facilities and equipment with each of the following documentation attached thereto:

 

  1. a copy of the sale and purchase agreement concerning telecommunications line facilities and equipment, and other documentation supporting such agreement;

 

  2. articles of incorporation of the seller and the purchaser, and documentation supporting the sale and purchase;

 

  3. shareholder register, or documentation related to ownership by shareholders, etc., of the purchaser;

 

  4. present status of the seller and the purchaser; and

 

  5. post-sale business proposal.

 

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(4) A person who wishes to own 15% or more of the total outstanding shares of a key communications business operator or become the largest shareholder of a key communications business operator pursuant to Article 13(1)4 of the Act shall submit to the Korea Communications Commission an approval application for the ownership of shares, or for becoming the largest shareholder, of a key communications business with each of the following documentation attached thereto:

 

  1. documentation supporting the share purchase, such as a copy of the share purchase agreement;

 

  2. articles of incorporation of the share purchaser, or the person seeking to be the largest shareholder, and the counterparty to the share purchase agreement;

 

  3. present status of the shareholders of the share purchaser, or the person seeking to be the largest shareholder, and the counterparty to the share purchase agreement;

 

  4. present status of the share purchaser, or the person seeking to be the largest shareholder, and the counterparty to the share purchase agreement;

 

  5. purpose of, reasons for and an analysis of the effect of acquisition of the shares;

 

  6. proposal for dual appointment of officers (only when considering dual appointment of an officer of the counterparty); and

 

  7. post-share acquisition business proposal (only when seeking to become the largest shareholder).

 

(5) A public official who receives an approval application for transfer, merger, sale, share acquisition or changing the largest shareholder pursuant to paragraphs (1)-(4) shall verify the corporate registry of the party seeking to transfer, merge, sell, acquire shares or become the largest shareholder by using the public administrative information made available under Article 21(1) of the E-Government Act; provided that, in the event the applicant does not consent to such verification method, such applicant shall be required to attach the corporate registry to its approval application.

 

(6) The Korea Communications Commission shall issue a key communications business operator’s license upon approving the approval application for transfer or merger pursuant to paragraph (1) or (2).

 

Article 21 (Criteria for Major Telecommunications Line Facilities and Equipment)

 

The “major telecommunications line facilities and equipment prescribed under the Enforcement Decree of the Act” in provisos other than each subparagraph of Article 13(1) of the Act means facilities and equipment for exchange, transmission and wire pursuant to Article 3(8)-(10) of the Regulations on Telecommunications Facilities and Equipment of which the sum of the sales prices is not less than 5 billion won.

 

Article 22 (Report on Sale of Telecommunications Line Facilities and Equipment)

 

A person who wishes to file a report on sale of telecommunications line facilities and equipment pursuant to provisos other than each subparagraph of Article 13(1) of the Act shall submit to the Korea Communications Commission a report on sale of telecommunications line facilities and equipment with each of the following documentation attached thereto:

 

  1. documentation supporting the sale, such as a copy of the sales agreement concerning telecommunications line facilities and equipment;

 

  2. types, details and prices of the facilities and equipment being sold; and

 

  3. plans for service provision and user protection subsequent to the sale.

 

Article 23 (Establishment of Corporation for Providing Key Communications Services)

 

(1) A key communications business operator who wishes to obtain authorization for establishing a corporation for the purpose of providing part of the key communications services such key communications business operator is permitted to provide pursuant to Article 13(2) of the Act shall submit to the Korea

 

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Communications Commission an authorization application (including an electronic authorization application) for establishing a corporation for providing key communications services with each of the following documentation (including electronic documentation) attached thereto; provided that, in the event the information contained in any of the following documentation can be verified through the public administrative information available pursuant to Article 21(1) of the E-Government Act, such verification may substitute for the relevant documentation:

 

  1. articles of incorporation of the corporation to be established;

 

  2. shareholder register, or documentation related to ownership of shares, etc. by shareholders, etc., of the corporation to be established;

 

  3. present status of the services to be provided (only for key communications business operators who are already providing the services they seek to provide by establishing a corporation); and

 

  4. business proposal prepared by the corporation to be established.

 

(2) The Korea Communications Commission shall issue a key communications business operator’s license upon authorizing the authorization application for establishing a corporation pursuant to paragraph (1).

 

Article 24 (Application for a Permit to Suspend Business, etc.)

 

A person who wishes to obtain authorization to suspend or discontinue business pursuant to Article 14(1) of the Act shall submit to the Korea Communications Commission each of the following documentation:

 

  1. details of the business to be suspended or discontinued, and drawings of such business’s territories;

 

  2. documentation indicating details of major telecommunications facilities and equipment relating to the business to be suspended or discontinued;

 

  3. written permission (only where the whole business is discontinued); and

 

  4. statement of reasons for such suspension or discontinuation.

 

Article 25 (Criteria, Procedures, etc. for Revocation of Permits)

 

(1) The criteria for revocation of permits, cancellation of registration and suspension or discontinuation of business pursuant to Articles 15(2) and 28(3) of the Act are as provided in Table 1 attached hereto.

 

(2) In the event a telecommunications business operator commits several violations and:

 

  1. the heaviest penalty for those violations is revocation of the permit or discontinuation of business, such heaviest penalty shall be imposed; or

 

  2. the penalty for each violation is suspension of business, all such suspension periods shall be aggregated; provided that, the aggregated suspension period may not exceed 1 year.

 

(3) Upon revocation of permits, cancellation of registration or suspension or discontinuation of business under paragraph (1), the Korea Communications Commission shall issue public notification thereof without delay, and notify the relevant telecommunications business operator in writing.

 

Article 26 (Application for Registration)

 

(1) A person who wishes to register as a specific communications business operator pursuant to Article 19(1) of the Act shall submit to the Korea Communications Commission an application (including an electronic application) to register as a specific communications business operator with each of the following documentation (including electronic documentation) attached thereto:

 

  1. a business proposal relating to a specific communications business;

 

  2. articles of incorporation of the corporation (including, throughout this Article, the corporation to be established);

 

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  3. details, installment locations and a network map of major business facilities and equipment;

 

  4. terms of use containing provisions relating to user protection (including a provision for the aggregated issue amount of prepaid calling cards), and details of, and a management proposal for, an office for user protection; and

 

  5. a copy of surety insurance certificate.

 

(2) A public official who receives a registration application pursuant to paragraph (1) shall verify the corporate registry and national technical qualification certificates of the technical personnel by using the public administrative information available pursuant to Article 21(1) of the E-Government Act; provided that, in the event the applicant does not consent to such verification method, such applicant shall be required to attach the relevant documentation (in the case of national technical qualification certificates, copies thereof) to its license application.

 

Article 27 (Issuance of Certificates of Registration)

 

(1) Upon receipt of a registration application under Article 26(1) hereof, the Korea Communications Commission shall verify whether such registration application meets the registration requirements under Article 28 hereof, make recordations of each of the following in a registration registry of specific communications business operators and issue to the applicant a certificate of registration as a specific communications business operator within 30 days of the date of application:

 

  1. number and date of registration;

 

  2. title or trade name of the business and name of the representative;

 

  3. location of the principal office;

 

  4. capital;

 

  5. types of services provided;

 

  6. details of major business facilities and equipment and the locations where such facilities and equipment are installed;

 

  7. details concerning technical personnel;

 

  8. any conditions upon which the registration is authorized; and

 

  9. aggregated issue amount of prepaid calling cards (for specific communications business operators only).

 

(2) The Korea Communications Commission may, where it deems necessary, request for a registration application already submitted to it under Article 26 hereof to be supplemented or revised by no later than 7 days thereafter; provided that, such period may be extended upon request of the applicant and may not count towards the processing time referred to in paragraph (1).

 

(3) A specific communications business operator whose certificate of registration, issued pursuant to paragraph (1), is either lost or worn out to the extent it can no longer be used may apply for reissuance of the certificate of registration to the Korea Communications Commission.

 

Article 28 (Registration Requirements for Specific Communications Business)

 

The registration requirements for a specific communications business pursuant to Article 19(4) of the Act are as provided in Table 2 attached hereto.

 

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Article 29 (Reporting Procedures, etc. of Value-Added Communications Business)

 

(1) A person who wishes to file a report of a value-added communications business under the text of Article 21 of the Act shall submit to the Korea Communications Commission a value-added communications business report (including an electronic report) with a network map diagram (including an electronic diagram, but applicable only where new types of value-added communications services are reported and the Korea Communications Commission deems such diagram to be necessary and requests for it) attached thereto.

 

(2) A public official who receives a report pursuant to paragraph (1) shall verify the corporate registry by using the public administrative information available pursuant to Article 21(1) of the E-Government Act; provided that, in the event the person filing the report does not consent to such verification method, such person shall be required to attach the corporate registry to its report.

 

(3) When there is an error in a value-added communications business report or the documentation attached to such report is insufficient, the Korea Communications Commission may request for such report to be supplemented by no later than 7 days thereafter; provided that, such period may be extended upon request by the person filing the report.

 

(4) Upon receipt of a value-added communications business report under paragraph (1), the Korea Communications Commission shall issue a report certificate to the person filing such report.

 

(5) A value-added communications business operator whose report certificate, issued pursuant to paragraph (4), is either lost or worn out to the extent it can no longer be used may apply for reissuance of the certificate of report to the Korea Communications Commission.

 

Article 30 (Exemption from Value-added Communications Business Operator Report)

 

(1) The “small-scale value-added communications business meeting the criteria prescribed under the Enforcement Decree of the Act” in the proviso of Article 21 of the Act means value-added communications business operators who provide value-added communications services using the Internet and who satisfy each of the following criteria:

 

  1. where the capital is 100 million won or less; and

 

  2. where the scale of the telecommunications facilities and equipment complies with the standards publicly notified by the Korea Communications Commission.

 

(2) In the event a value-added communications business operator who did not file a report under paragraph (1) no longer satisfies all of the criteria set forth in paragraph (1), such value-added communications business operator shall file a report, within 1 month of the date on which it ceased to satisfy such criteria, in accordance with the text of Article 21 of the Act.

 

Article 31 (Amendment of Registration or Report)

 

(1) “As prescribed under the Enforcement Decree of the Act” in Article 22 of the Act means each of the following:

 

  1. title or trade name, and address;

 

  2. representative;

 

  3. types of services provided;

 

  4. capital (for specific communications business operators only); and

 

  5. aggregated issue amount of prepaid calling cards (for specific communications business operators only).

 

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(2) In order to amend any of the information set forth in paragraph (1), an application to register amendment to the specific communications business, or a report of amendment to the value-added communications business (including an electronic application or report), and documentation (including electronic documentation) supporting the relevant amendment shall be submitted to the Korea Communications Commission.

 

(3) Upon receipt and registration, or receipt and processing, of an application to register amendment or a report of amendment, the Korea Communications Commission shall issue either a registration certificate on which the relevant amendment is recorded or a report certificate.

 

(4) A public official who receives an application to register amendment or a report of amendment pursuant to paragraph (2) shall verify the corporate registry (only if an amendment is made with respect to the trade name, title, address, representative or capital of a corporation) or business registration certificate (only if an amendment is made with respect to the trade name, title or address of an individual) by using the public administrative information available pursuant to Article 21(1) of the E-Government Act; provided that, in the event the applicant or person filing the report does not consent to such verification method, such applicant or person shall be required to attach the corporate registry or business registration certificate to its report.

 

Article 32 (Report on Transfer of Business)

 

(1) A person who wishes to file a report on transfer of a specific communications business or a value-added communications business pursuant to Article 25 of the Act shall submit to the Korea Communications Commission a business transfer application (including an electronic application) with each of the following documentation (including electronic documentation) attached thereto:

 

  1. a copy of the business transfer agreement;

 

  2. documentation prescribed under each of the subparagraphs of Article 26(1) hereof, or documents to be attached under Article 29(1) hereof; and

 

  3. a registration certificate or a report certificate.

 

(2) A person who wishes to file a report on merger of a corporation that is either a specific communications business operator or a value-added communications business operator pursuant to Article 25 of the Act shall submit to the Korea Communications Commission a merger application (including an electronic application) with each of the following documentation (including electronic documentation) attached thereto:

 

  1. a copy of the merger agreement;

 

  2. documentation prescribed under each of the subparagraphs of Article 26(1) hereof, or documents to be attached under Article 29(1) hereof; and

 

  3. a registration certificate or a report certificate.

 

(3) A person who wishes to file a report on inheritance of a value-added communications business operator pursuant to Article 25 of the Act shall submit to the Korea Communications Commission an inheritance report (including an electronic application) with documentation (including electronic documentation) demonstrating that she or he is the heir attached thereto.

 

(4) A public official who receives a report under paragraphs (1)-(3) shall verify the corporate registry of the transferor or party to a merger agreement (meaning the existing or newly established corporation), national technical qualification certificates of the technical personnel or a certificate of the heir’s family register; provided that, in the event the person filing the report does not consent to such verification method, such person shall be required to attach the relevant documentation (in the case of national technical qualification certificates, copies thereof) to its report.

 

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(5) Upon receipt of a report to register on transfer or merger of a specific communications business or a value-added communications business under paragraph (1) or (2), the Korea Communications Commission shall issue either a specific communications business registration certificate or a value-added communications business report certificate.

 

Article 33 (Report on Suspension or Discontinuation of Business)

 

A person who wishes to file a report on either (i) suspension or discontinuation of a specific communications business or a value-added communications business or (ii) dissolution of a corporation that is a specific communications business operator or a value-added communications business operator shall submit to the Korea Communications Commission a report on suspension, discontinuation or dissolution of a specific communications business or a value-added communications business (including an electronic application) with documentation (including electronic documentation) demonstrating that users have been notified of such suspension or discontinuation attached thereto; provided that, in the event the information contained in any of such documentation can be verified through the public administrative information available pursuant to Article 21(1) of the E-Government Act, such verification may substitute for the relevant documentation

 

Chapter 3. Telecommunications Operation

 

Article 34 (Approval of Terms of Use)

 

(1) The services for which key communications business operators must obtain approval of terms of use pursuant to the proviso of Article 29(1) of the Act shall be any of the following:

 

  1. among the services provided by the key communications business operator with the highest market share with respect to the aggregate national sales based on sales from each service in the preceding year, the service from which sales in the preceding year reach or exceed the amount determined and publicly notified by the Korea Communications Commission with respect to each service; or

 

  2. if a key communications business operator providing the service prescribed under subparagraph 1 completes business consolidation with another key communications business operator pursuant to Article 12(1)1 or 12(1)4 of the Monopoly Regulation and Fair Trade Act, the service prescribed under subparagraph 1 provided by such other key communications business operator.

 

(2) By the end of June each year, the Korea Communications Commission shall designate and issue public notification of the key communications business operators and services prescribed under paragraph (1); provided that, the Korea Communications Commission shall designate and issue public notification of the key communications business operators and services falling under subparagraph 2 of paragraph (1) immediately after the date of report on business consolidation thereunder.

 

(3) Notwithstanding the provisions under paragraph (1), a key communications business operator who wishes to amend minor aspects of terms of use as prescribed by the Korea Communications Commission may file a report with the Korea Communications Commission.

 

Article 35 (Application for Approval of Terms of Use)

 

A person who wishes to file a report (including a report on amendment) or obtain an approval (including an approval of amendment) on terms of use with respect to telecommunications services pursuant to Article 29(1) of the Act shall submit to the Korea Communications Commission terms of use containing each of the following with documentation demonstrating the bases for price computation attached thereto:

 

  1. types and details of telecommunications services;

 

  2. areas in which telecommunications services are provided;

 

  3. prices of telecommunications services, including fees and actual expenses;

 

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  4. details concerning the responsibilities of telecommunications business operators and users of telecommunications services; and

 

  5. any other information necessary the provision or use of the relevant telecommunications services.

 

Article 36 (Services Entitled to Reduction or Exemption of Fees)

 

Telecommunications services entitled to the reduction or exemption of fees pursuant to Article 32 of the Act shall be as follows:

 

  1. Telecommunications services for the communications concerning the rescue of human lives and properties in danger, and the rescue from disasters or for the communications by the victims of disasters;

 

  2. Telecommunications services for the whole or part of exclusive line communications used by such agencies, in case where the exclusive line communications of agencies which are fully responsible for military, public order and national security, and a part of self-communications network of the State, local governments or government-invested institutions are integrated into the telecommunications net-work of a key communications business;

 

  3. Telecommunications services for the communications required for military operations in wartime;

 

  4. Telecommunications services for the newspapers under the Registration, etc. of Periodicals Act, and for communication for news reports by the broadcasting stations under the Broadcasting Act;

 

  5. Telecommunications services for a communication which is required for facilitating the use, and for diffusing the distribution, of information communications;

 

  6. Telecommunications services for a communication by those who are in need of the protection for the improvement of social welfare;

 

  7. Telecommunications services for a communication which is required for the promotion of interchange and cooperation between North and South Korea; and

 

  8. Telecommunications services for a communication which is specially required for the operation of postal and telegraphic services.

 

Article 37 (Provision of Transmission or Line Facilities and Equipment, etc.)

 

Pursuant to Article 32-4(1) of the Act, a CATV broadcasting business operator, signal transmission network business operator or CATV relay broadcasting business operator under the Broadcasting Act may provide transmission or line facilities and equipment or the CATV broadcasting facilities and equipment (the “Transmission or Line Facilities and Equipment, etc.”) to key communications business operators in a manner falling under one of the following:

 

  1. sale or lease of transmission or line facilities, etc.;

 

  2. commissioned performance of the communications or exchange operations, etc. by making use of transmission or line facilities, etc.; or

 

  3. manners corresponding to subparagraphs 1 and 2, which are determined by a consultation between a CATV broadcasting business operator, a signal transmission network business operator, or a CATV relay broadcasting business operator.

 

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Chapter 4. Promoting Competition In Telecommunications Business

 

Article 38 (Criteria and Procedures for, and Methods of, Evaluating Competition Status)

 

(1) When making determination concerning unit markets for the purpose of evaluating competition status pursuant to Article 33-4(2) of the Act, all of the following factors shall be considered:

 

  1. demand substitutability and supply substitutability of the services;

 

  2. geographical scope of the services provided;

 

  3. transaction stages of the services provided such as retail (meaning transactions between telecommunications business operators and ultimate users of the services provided by such telecommunications business operators) and wholesale (meaning transactions through which telecommunications facilities and equipment, etc., installed to provide wholesale services, are offered to other telecommunications business operators); and

 

  4. special characteristics of users such as differences in purchasing power and negotiating edge or uniqueness of demand.

 

(2) Evaluation of competition status with respect to the unit markets determined under paragraph (1) shall be implemented by comprehensively considering each of the following factors:

 

  1. market structure such as market share and entrance barrier;

 

  2. response capacity of users such as accessibility of information related to service use and ease of switching service providers;

 

  3. activities of telecommunications business operators such as those relating to price and quality competition and technology innovation; and

 

  4. market performances such as the level of price and quality and the size of excess profits made by telecommunications business operators.

 

(3) Where it deems necessary for evaluating competition status, the Korea Communications Commission may invite opinions from relevant professionals and related parties.

 

Article 39 (Criteria applicable to Key Communications Business Operators)

 

(1) The “key communications business operators satisfying the criteria prescribed under the Enforcement Decree of the Act” in Articles 33-5(2)2, 34(3)2, 34-3(3)2 and 34-4(3)2 of the Act means, where sales of certain key communications business operators in each service from the preceding year exceed the amount determined and publicly notified by the Korea Communications Commission with respect to each service, those business operators whose market share in relation to the national aggregate sales from the relevant service is 50% or higher.

 

(2) By the end of June each year, the Korea Communications Commission shall designate and issue public notification of the key communications business operators prescribed under Articles 33-5(2), 34(3), 34-3(3) and 34-4(3) of the Act.

 

Article 40 (Report on Accord, etc. concerning Interconnections, etc.)

 

(1) A person who wishes, under Article 34-6(1) or 34-6(2) of the Act, to file a report on, or obtain an approval of (i) the provision, common use or interconnection of telecommunications facilities and equipment or (ii) the execution or termination of, or an amendment to, an accord on provision of information on shall submit to the Korea Communications Commission each of the following documentation:

 

  1. copy of the accord;

 

  2. documentation demonstrating the amounts due from, or payable to, the parties to the accord, the computation methods with respect to such amounts and how the accord shall be implemented;

 

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  3. documentation demonstrating provision, common use or interconnection of, or conditions upon which information shall be provided on, telecommunications facilities and equipment, and any other costs related to the accord;

 

  4. drawings indicating provision, common use or interconnection of, or a summary of the information to be provided on, telecommunications facilities and equipment; and

 

  5. documentation comparing the new accord against the old (applicable only to filing of a report of amendment or applying for an approval of amendment).

 

(2) Upon receipt of documentation under paragraph (1), the Korea Communications Commission shall examine whether such documentation comply with the criteria for provision, common use or interconnection of, or provision of information on, telecommunications facilities and equipment pursuant to Article 33-5(3), 33-7(3), 34(2), 34-3(2) or 34-4(2) of the Act.

 

(3) Pursuant to Article 21(3) of the Framework Act on Telecommunications, upon receipt of documentation under paragraph (1), the Korea Communications Commission shall examine whether such documentation complies with the criteria for provision, common use or interconnection of, or provision of information on, telecommunications facilities and equipment pursuant to Article 33-5(3) of the Act, and whether the private telecommunications facilities and equipment provided were installed by an individual to be used for her or his own telecommunications.

 

Article 41 (Reporting Offenses)

 

(1) Any person recognizing any of the offenses prescribed under Article 36-3(1) of the Act may report to the Korea Communications Commission of such act and request any measures prescribed under each of the subparagraphs of Article 37(1) of the Act to be taken.

 

(2) A person who wishes to make a report under paragraph (1) shall submit to the Korea Communications Commission documentation indicating each of the following:

 

  1. name (if a corporation, the name of the corporation and its representative) and address of the person making the report;

 

  2. trade name, or name (if a corporation, the name of its representative), and address of the person being reported;

 

  3. details of the offense; and

 

  4. measures necessary for addressing the offense.

 

(3) The Korea Communications Commission may, where it deems necessary, request that the documentation submitted to it under paragraph (2) be supplemented within a period reasonably fixed.

 

Article 42 (Types of and Criteria for Offenses)

 

(1) The types of, and criteria for, the offenses pursuant to Article 36-3(3) of the Act shall be as provided in Table 3 attached hereto.

 

(2) The Korea Communications Commission may, where it deems necessary for the purpose of applying to specific telecommunications fields or specific offenses, determine and issue public notification of the details concerning the types of, and criteria for, the offenses under paragraph (1).

 

Article 43 (Investigation of Facts)

 

A public official who intends to enter and investigate an office and business place of a telecommunications business operator, or a business place of a person who is entrusted with the affairs of a telecommunications business operator, pursuant to Article 36-5(2) of the Act shall have the parties concerned from the relevant office or business place be present at the time of investigation.

 

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Article 44 (Measures Taken, etc. on Offenses)

 

The term “other matters necessary for implementation of the provisions under subparagraph 1 or 9 as prescribed under the Enforcement Decree of the Act” in Article 37(1)10 of the Act refers to each of the following:

 

  1. submission of a plan for implementing the provisions under Article 37(1)1-9 of the Act; and

 

  2. report on the results of the implementation of the provisions under Article 37(1)1-9 of the Act.

 

Article 45 (Implementation Period of Corrective Orders)

 

The period by the end of which telecommunications business operators shall implement the corrective order issued by the Korea Communications Commission pursuant to Article 37(2) of the Act shall be as provided in Table 4 attached hereto.

 

Article 46 (Offenses Subject to Imposition of Penalties and Amount of Such Penalties, etc.)

 

The classifications of offenses subject to imposition of penalties, the upper limit of such penalties and the criteria for imposition of such penalties pursuant to Article 37-2(3) of the Act shall be as provided in Table 5 attached hereto.

 

Article 47 (Computation Methods of Penalties)

 

(1) The term “sales as prescribed under the Enforcement Decree of the Act” in the text of Article 37-2(1) of the Act means the average annual sales for the 3 preceding fiscal years of the telecommunications services related to the offense committed by the relevant telecommunications business operator; provided that, if, as of the first day of the applicable fiscal year, less than 3 years have elapsed since the commencement of the relevant business as of the first day of the relevant fiscal year, such term shall mean the sales of the period from the commencement of the relevant business until the last day of the preceding fiscal year, converted into annual average sales, or if the relevant business has been commenced in the applicable fiscal year, such term shall mean sales of the period from the commencement date of the relevant business until the date of commission of the offense, converted into annual sales.

 

(2) The term “where there has been no sales or it is difficult to compute sales as prescribed under the Enforcement Decree of the Act” in the proviso of Article 37-2(1) of the Act means any of the following:

 

  1. where there has been no sales result due to such reasons as non-commencement or suspension of business; or

 

  2. where it is difficult to make an objective computation of sales.

 

Article 48 (Imposition and Payment of Penalties)

 

(1) The Korea Communications Commission shall, where it intends to impose penalties pursuant to Article 37-2 of the Act and subsequent to its investigation and verification of the relevant offense, notify, in writing, the person subject to such penalties of the fact of offense, the amount thereof and the method of, and the period for, raising objection thereto.

 

(2) A person who receives a notification under paragraph (1) shall pay the relevant penalties to a financial institution designated by the Korea Communications Commission within 20 days from the date of receiving such a notification; provided that, if the person is unable to pay the penalties within such period due to a natural disaster or other unavoidable circumstances, the person shall pay the penalties within 7 days from the date on which said reason ceases to exist.

 

(3) A financial institution in receipt of a payment of penalties under paragraph (2) shall deliver a receipt thereof to the person who paid the penalties.

 

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Article 49 (Demand for Penalties)

 

(1) A demand for penalties pursuant to Article 37-2(5) of the Act shall be made in writing within 7 days from the date on which the payment deadline expires.

 

(2) Where a demand note is issued under paragraph (1), a deadline for payment of any penalties in arrear shall be within 10 days from the date on which such demand note is issued.

 

Article 50 (Services Subject To Prior Selection)

 

The “telecommunications services prescribed under the Enforcement Decree of the Act” in the latter part of Article 38-3(1) of the Act means the Long Distance Telephone Service.

 

Article 51 (Provision of Directory Assistant Service)

 

(1) Telecommunications business operators providing a directory assistant service pursuant to Article 38-6(1) of the Act may furnish any of the following information:

 

  1. name or trade name of the user;

 

  2. telephone number of the user; or

 

  3. address of the user up to Eup/Myeon/Dong.

 

(2) Telecommunications business operators shall obtain users’ consent to a directory assistant service through a method that can be used to verify as to whether such consent has been indeed given by the user, such as the user’s handwritten or electronic signature, and to prove at a later date that such consent has been given.

 

(3) Users may withdraw their consent given under paragraph (2) at any time, and telecommunications business operators shall, without any delay, take the necessary measures so that a directory assistance service shall not be provided with respect to such users who withdrew their consent; provided that, where the pertinent directory assistance service is provided through a written material, a user shall have to withdraw her consent at least 30 days prior to the print date of such written material for the withdrawal to take effect.

 

Chapter 5. Protection of Telecommunications Facilities and Equipment

 

Article 52 (Designation of Alert Areas for Submarine Cable)

 

(1) A key communications business operator who wishes to apply for designation of alert areas for submarine cable under Article 50(3) of the Act shall submit to the Korea Communications Commission documentation demonstrating each of the following:

 

  1. need to designate alert areas; and

 

  2. legs and width of the alert areas indicated by using coordinates of latitude and longitude.

 

(2) The Korea Communications Commission may, where necessary for designation of alert areas for submarine cable, request additional information further to the documentation prescribed under paragraph (1) from any key communications business operator who applies for such designation.

 

(3) Upon receipt of the documentation submitted to it under paragraphs (1) and (2), the Korea Communications Commission shall send such documentation to the heads of the relevant state administrative organs prescribed under Article 50(4) of the Act for consultation.

 

(4) Except under ordinary circumstances, the Korea Communications Commission shall, within 60 days of the date of application for designation of an alert area for submarine cable, notify the key communications business operator making such application, and if such designation is approved, issue, without any delay, public notification of the newly designated alert area.

 

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(5) Once the Korea Communications Commission designates and issues public notification of a new alert area under paragraph (4), the key communications business operator who applied for such designation shall disclose the location of the new alert area on its website, etc., and may place buoys, etc. in the new alert area for marking purposes.

 

Chapter 6. Supplementary Provisions

 

Article 53 (Protection of Communication Secrets)

 

(1) Telecommunications business operators shall preserve the ledger of communications data supplied, prescribed under Article 54(5) of the Act, for a period of 1 year.

 

(2) Reports on, and notification of, the status of communications data supplied pursuant to Articles 54(6) and 54(7) of the Act respectively, must be provided within 30 days after the expiration of each half-year.

 

(3) An office dedicated to protection of communication secrets pursuant to Article 54(8) of the Act (the “Dedicated Office”) shall undertake to perform each of the following:

 

  1. oversee tasks related to communication secrets of users;

 

  2. regulate illegal or undue infringement of communication secrets of users by employees of telecommunications business operators or third parties;

 

  3. report on the present status of communications information supplied under Article 54(6) of the Act;

 

  4. furnish notification of the recordations in the ledger of communications data supplied under Article 54(7) of the Act;

 

  5. address complaints or opinions from users with respect to communication secrets;

 

  6. train the employees in charge of tasks connected with communication secrets; and

 

  7. any other matters necessary for protection of communication secrets of users.

 

(4) The Dedicated Office shall be based at the headquarters of each telecommunications business operator with the officers thereof in charge.

 

(5) An authorized signatory for documentation under Article 54(9) of the Act shall be either (i) a judge, a prosecutor or an investigatory entity (including, throughout this Enforcement Decree, a military investigatory body, the National Tax Service and regional tax services) (ii) a public official of Grade 4 or higher who belongs to an intelligence agency (including a public official of Grade 5 who is the head of an investigatory body or intelligence agency) or (iii) a public official who belongs to senior executive service; provided that, (x) with respect to the police or marine police, such authorized signatory shall be a public officer whose position is senior superintendent or higher (including a superintendent who is the head of a district policy agency) and (y) with respect to a military investigatory body, it shall be a military prosecutor or a person whose rank is lieutenant colonel or higher (including a major with respect to a military investigatory body at which a major is the commanding officer).

 

(6) The documentation prescribed under Article 54(9) of the Act shall clearly indicate the authorized signatory’s name and rank; provided that, with respect to intelligence agencies prescribed under Article 2(6) of the Regulation on Planning and Coordination of Information Security, only the title of the authorized signatory shall be indicated, and with respect to courts, the title and name of the authorized signatory shall be indicated.

 

Article 54 (Caller Identification, etc.)

 

(1) Telecommunications business operators may not impose charges on users who choose, pursuant to the latter part of Article 54-2(1) of the Act, not to allow their telephone numbers to be identified when making telephone calls.

 

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(2) A person who wishes to be informed of the telephone number of the caller pursuant to Article 54-2(2) of the Act shall make a written request therefor to the pertinent telecommunications business operator with any of the following documentation demonstrating in detail that the person has been subjected to abusive language, threats or harassment over the telephone attached thereto:

 

  1. written records of the date, time and contents of threats, etc. over the telephone;

 

  2. voice records of threats, etc. over the telephone;

 

  3. documentation supporting that a crime report has been filed with the police in connection with threats, etc. over the telephone;

 

  4. documentation supporting that advice has been sought from a clinic with respect to the damages incurred from threats, etc. over the telephone;

 

  5. any other documentation equivalent or similar to those set forth in subparagraphs 1-4.

 

(3) “As prescribed under the Enforcement Decree of the Act” in Article 54-2(2) of the Act means where each of the following telephone services is used:

 

  1. to report international terror-related crime (111);

 

  2. to report crime (112);

 

  3. to report spies (113);

 

  4. to report cyber terror and seek advice in relation thereto (118);

 

  5. to report fire or seek emergency rescue (119);

 

  6. to report marine accidents or crime (122);

 

  7. to report smuggling (125); or

 

  8. to report drug offenders (127).

 

Article 55 (Restriction on and Suspension of Service)

 

(1) Where the Korea Communications Commission issues, under Article 55 of the Act, an order to restrict or suspend the whole or part of the telecommunications business of telecommunications business operators, it may allow communications for undertaking the matter falling under each of the following in the order of their priority, in proportion to the scope and severity of the relevant restriction or suspension:

 

  1. top priority

 

  (a) national security;

 

  (b) military affairs and public security;

 

  (c) transmission of the civil defense alarm; and

 

  (d) electronic wave control;

 

  2. second priority

 

  (a) disaster relief;

 

  (b) telecommunications, navigation safety, weather, fire fighting, electricity, gas, water service, transportation and the press;

 

  (c) affairs of the State and local government, except for those mentioned in items (a) and (b); and

 

  (d) affairs of the foreign diplomatic missions and the organizations of the United Nations in Korea;

 

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  3. third priority

 

  (a) affairs of the enterprises subject to resources control and the firms of defense industry; and

 

  (b) affairs of government-invested institutions, and medical institutions; and

 

  4. fourth priority: matters other than those listed in subparagraphs 1 through 3.

 

(2) The restriction or suspension on the telecommunication services under paragraph (1) shall be the least of those required for securing the important communications.

 

(3) A telecommunications business operator shall, in case where he restricts or suspends the whole or part of telecommunications services under paragraph (1), report the content thereof without delay to the Korea Communications Commission.

 

Article 56 (Approval, etc. for International Telecommunications Services)

 

(1) The term “international telecommunications business as prescribed under the Enforcement Decree of the Act” in Article 59(2) of the Act means the services falling under any of the following:

 

  1. installation and lease of a satellite for providing international telecommunications services; or

 

  2. transboundary provision of key communications services under Article 59-2 of the Act.

 

(2) A person who intends to obtain approval under Article 59(2) of the Act shall submit the following documents to the Korea Communications Commission:

 

  1. duplicate copy of written agreement or contract;

 

  2. comparative table between new and old agreements or contracts (limited to the cases where an application for modified approval is filed); and

 

  3. document certifying the fact that the agreements or contracts have been abrogated (limited to the cases where an application for approval of abrogation is filed).

 

Article 57 (Revocation of Approval for Agreement to Provide Transboundary Key Communications Services)

 

(1) The criteria for revocation of approval for agreements to provide transboundary key communications services and for suspension of provision of transboundary key communications services pursuant to Article 59-2(3) of the Act shall be as follows:

 

  1. first violation shall result in suspension of 6 months or less, or suspension of invitation of new users; and

 

  2. second violation shall result in revocation of approval.

 

(2) Upon revoking approval or ordering suspension, the Korea Communications Commission shall issue public notification and notify the relevant telecommunications business operator in writing thereof.

 

Article 58 (Report on Statistics)

 

(1) The types of statistics telecommunications business operators must report to the Korea Communications Commission pursuant to Article 62(1) of the Act are as follows:

 

  1. present status of telecommunications facilities, including those for exchange, transmission, wire and power per service;

 

  2. use records of telecommunications, including sales and times of use per service, period, distance stage, time zone, country (including the use records per foreign telecommunications business operator) and Calling Area and between Calling Areas;

 

23


  3. present status of telecommunications users, including the number of subscribers per service, city and province and Calling Area;

 

  4. information related to call volume, including (i) call volume between Calling Areas and per service, period, distance stage, time zone, city and province, country (including the call volume per foreign telecommunications business operator) and Calling Area and (ii) information on provision of facilities and equipment and on interconnection;

 

  5. information related to accounting, including a sales report prepared for each service and business provided; and

 

  6. aggregated issue amount of prepaid calling cards and use records of the Calling Areas (applicable only to specific communications business operators).

 

(2) The Korea Communications Commission shall determine the format, submission method and reporting deadline of the relevant statistics under paragraph (1) and any other matters related thereto.

 

Article 59 (Submission of Documentation)

 

(1) Pursuant to Article 62(2) of the Act, key communications business operators and their shareholders shall submit to the Korea Communications Commission each of the following:

 

  1. present status of the corporation’s outstanding shares (including, throughout this Article, equities);

 

  2. present shareholding (including, throughout this Article, equity investment ratios) status of shareholders owning the corporation’s outstanding shares (including, throughout this Article, equity investors) and their related parties;

 

  3. purpose of shareholding and reasons for the change (applicable only to shareholders of key communications business operators);

 

  4. date of acquiring the shares and details of capital used for such acquisition (applicable only to shareholders of key communications business operators);

 

  5. form of shareholding (applicable only to shareholders of key communications business operators); and

 

  6. documentation supporting any of the information set forth in subparagraphs 1-5.

 

(2) Business operators obliged to submit documentation under paragraph (1) shall submit such documentation to the Korea Communications Commission by the following date:

 

  1. if the business operator is a key communications business operator whose share certificates are listed on a stock exchange or whose shares are listed on the KOSDAQ under Article 2(13)3 or 2(13)5 of the Korean Securities and Exchange Act, within 30 days from the date its shareholder registry is closed; or

 

  2. if the key communications business operator does not fall under subparagraph 1, by January 30 of each year.

 

Article 60 (Methods for Computing Penalties)

 

(1) The term “sales calculated under the conditions prescribed under the Enforcement Decree of the Act” in the main sentence of Article 64(1) of the Act means the annual average sales for 3 fiscal years immediately preceding of the telecommunications services by the relevant telecommunications business operator; provided that, where 3 years have not elapsed since the start of business as of the first day of the relevant fiscal year, it shall mean sales from the period from the start of the relevant business until the end of the immediately preceding fiscal year, converted into annual average sales; and where a business was started in the relevant fiscal year, it shall mean sales from the period from the date of starting the business until the date of an offense, converted into annual sales.

 

24


(2) The term “where there exists no sales or the computation of sales is difficult, and where it is prescribed under the Enforcement Decree” in the proviso of Article 64 (1) of the Act means the case falling under any of the following:

 

  1. where there exists no business record due to a failure of starting a business or a suspension of business, etc.;

 

  2. where a telecommunications business operator has refused to submit the data for computing sales or has submitted false data; or

 

  3. other cases where it is difficult to compute the amount of objective sales.

 

Article 61 (Offenses Subject to Imposition of Penalties and Amount of Penalties, etc.)

 

(1) Classifications of offenses subject to the imposition of a penalty and the amount of a penalty under Article 64(2) of the Act shall be as provided in Table 6 attached hereto.

 

(2) In determining the amount of penalties under paragraph (1), the Korea Communications Commission shall take into account such factors as the peculiarities of providing telecommunications services and the severity and frequency of each offense.

 

(3) The provisions under Articles 48 and 49 hereof shall apply mutatis mutandis to the imposition, payment and demand of penalties under Article 64 of the Act.

 

Article 62 (Extension of Payment Due Date, and Installment Payment, of Penalties)

 

(1) A person who intends to extend the payment due date of a penalty or pay it in installments under Article 64-2 of the Act shall make an application to the Korea Communications Commission along with the document certifying grounds of the extension of payment due date or the payment in installments not later than 10 days prior to the relevant due date of payment.

 

(2) The term “amount as prescribed under the Enforcement Decree” in Article 64-2(1) of the Act means either the amount equal to the sales under Article 47 multiplied by 1%, or 300 million won.

 

(3) The extension of the payment due date of a penalty under Article 64-2 of the Act shall not exceed 1 year from the day immediately following said payment due date.

 

(4) When making installment payments under Article 64-2 of the Act, the intervals between the respective installment payment due dates shall not exceed 4 months, and the frequency of installments shall not exceed three times.

 

(5) The Korea Communications Commission may, if a person liable for a payment of a penalty for whom the payment due date has been extended or installment payments have been permitted under Article 64-2 of the Act comes to fall under any of the following, revoke such extension of payment due date, or the decision to allow such installment payments, and collect it in a lump sum:

 

  1. where the person fails to pay a penalty for which the payment in installments has been decided, within the payment due date thereof;

 

  2. where the person fails to implement an order necessary for a change of security or other security integrity, which is given by the Korea Communications Commission; or

 

  3. where it is deemed that the whole or remainder of a penalty is uncollectible, such as the compulsory execution, commencement of auction, adjudication of bankruptcy, dissolution of a juristic person or dispositions on national or local taxes in arrears, etc.

 

25


Article 63 (Classification and Appraisal, etc. of Securities)

 

The provisions of Articles 29 through 34 of the Framework Act on National Taxes, and of Articles 13 through 17 of its Enforcement Decree shall apply mutatis mutandis to the provision of security under Article 64-2 of the Act.

 

Article 64 (Important Communications)

 

(1) The term "important communications" in Article 65(2)3 of the Act means:

 

  1. business telecommunications related to the national security, military affairs, public peace and order, civil defense alarm transmission and radio wave control; or

 

  2. other communications publicly notified by the Korea Communications Commission in order to efficiently perform the State affairs.

 

(2) The government may grant a subsidy for the expenses required for the construction and management of the important communications in order to secure the important communications under paragraph (1).

 

Article 65 (Delegation of Authority)

 

The Korea Communications Commission shall delegate the authority falling under any of the following to the Commissioner of the competent Communications Office pursuant to Article 68 (1) of the Act:

 

  1. registration of specific communications business under Article 19(1) of the Act;

 

  2. acceptance of a report on the value-added communications business under the text of Article 21 of the Act;

 

  3. acceptance of a modified registration for the specific communications business, and of a modified report for value-added communications business, under Article 22 of the Act;

 

  4. acceptance of a report on the transfer or takeover of a specific communications business or a value-added communications business, and on the merger or succession of a juristic person, under Article 25 of the Act;

 

  5. acceptance of a report on the suspension or discontinuation of a specific communications business or a value-added communications business, and on the dissolution of a juristic person under Article 27 of the Act;

 

  6. permission for a felling or transplanting of the plants under the former part of Article 42 (3) of the Act.

 

Chapter 7. Penal Provisions

 

Article 66 (Fines for Negligence)

 

(1) When imposing a fine for negligence under Article 78(2) of the Act, the Korea Communications Commission shall, after investigating and verifying the relevant offense, notify, in writing, the person subject to such fine of the fact of offense, methods of payment and objection, objection period, etc.

 

(2) The Korea Communications Commission shall, when seeking to impose a fine for negligence under paragraph (1), provide the person subject to such fine with an opportunity to present her or his opinion verbally or in writing within not less than 10 days. In such case, the Korea Communications Commission shall consider that there is no such opinion if no oral or written opinion is presented within the specified period.

 

(3) In determining the amount of a fine for negligence, the Korea Communications Commission shall take into account the motivation for the offense and the consequences thereof.

 

26


Article 67 (Procedures for Collecting Fines for Negligence, etc.)

 

(1) Laws relating to management of national funds shall apply mutatis mutandis to the procedures for imposing fines for negligence pursuant to Article 78(2) of the Act, in which case, the payment notice shall include the method of objection and objection period.

 

(2) Any person wishing to file an objection with the Korea Communications Commission under Article 78(3) of the Act shall submit thereto an application to file objection against imposition of fines for negligence.

 

ADDENDA <Enforcement Decree No. 20666, February 29, 2008>

 

Article 1 (Enforcement Date)

 

This Decree shall enter into force on the date of its promulgation.

 

Article 2 (Interim Measures Concerning Surety Insurance)

 

Not withstanding the amended provisions in Table 2 attached hereto, the surety insurance of specific communications business operators which was taken out under previous regulations at the time the amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 111, went into effect shall be deemed to have been taken out by the expiration date of the relevant surety insurance under this Enforcement Decree.

 

Article 3 (Interim Measures Concerning Persons Entitled To Telephone Services of which Fees Are Reduced or Exempted)

 

Persons entitled to telephone services of which fees are reduced or exempted under Article 2-2(2)4(a) of the previous Enforcement Rule of the Act at the time the amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 141, went into effect shall be deemed to be persons entitled to telephone services of which fees are reduced or exempted under this Enforcement Decree.

 

Article 4 (Special Example Concerning Combined Sale)

 

The amended provisions of paragraph (IV)6 of Table 3 attached hereto shall apply limited to the telecommunications services of key communications business operators (including the specific communications business or value-added communications business operated by key communications business operators) from March 10, 2007.

 

Article 5 (Interim Measures Concerning Permit and Registration)

 

(1) Value-added communications business operators providing communications services under the amended Article 3(1) of the Enforcement Rule of the Act at the time the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, went into effect shall, pursuant to Article 5 of the Act, either obtain permits as key communications business operators from, or register as specific communications business operators with, the Korea Communications Commission by December 14, 2009.

 

(2) Until December 14, 2009, the registration criteria relating to financial capacity among the registration requirements under the amended provisions of Article 28 hereof and Table 2 attached hereto shall not apply to those telecommunications business operators who must newly register their specific communications business under paragraph (1).

 

Article 6 (Interim Measures Concerning Transmission Services)

 

A telecommunications business operator who obtained a permit from the Minister of Information and Communication as a key communications business operator providing key communications services, other than a telecommunications line facilities and equipment rental service under Article 3(3) of the previous Enforcement Rule of the Act and a service provided upon being assigned frequencies under Article 3(4) of the previous

 

27


Enforcement Rule of the Act, prior to going into effect of the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, shall be deemed to have obtained a permit for a transmission service under the amended provisions of Article 7(1) hereof.

 

Article 7 (Interim Measures Concerning Services Provided Upon Being Assigned Frequencies)

 

A telecommunications business operator who obtained a permit from the Minister of Information and Communication as a key communications business operator providing a service provided upon being assigned frequencies under Article 3(4) of the previous Enforcement Rule of the Act prior to going into effect of the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, shall be deemed to have obtained a permit as a key communications business operator providing a service provided upon being assigned frequencies under the amended provisions of Article 7(2) hereof.

 

Article 8 (Interim Measures Concerning Telecommunications Line Facilities and Equipment Rental Service)

 

A telecommunications business operator who obtained a permit from the Minister of Information and Communication as a key communications business operator providing a telecommunications line facilities and equipment rental service under Article 3(3) of the previous Enforcement Rule of the Act at the time the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, went into effect shall be deemed to have obtained a permit as a key communications business operator providing a telecommunications line facilities and equipment rental service under the amended provisions of Article 7(3) hereof.

 

Article 9 (Interim Measures Concerning Internet Phone)

 

Notwithstanding the amended provisions of partial provisos other than each subparagraph of Article 7 hereunder, an Internet phone service considered as a key communications service under Article 3.5-2 of the previous Enforcement Rule of the Act at the time the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, went into effect shall be deemed as a key communications service hereunder.

 

Article 10 (Interim Measures Concerning Registration Applications by Specific Communications Business Operators)

 

A specific communications business operator registration certificate issued under Article 12-2(1) of the previous Enforcement Rule of the Act at the time the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, went into effect shall be deemed as a registration certificate issued hereunder; provided that, specific communications business operators operating a pre-paid calling business under previous regulations at the time the partially amended decree among the Enforcement Rule of the Act, Ordinance of the Ministry of Information and Communication No. 227, went into effect must, pursuant to the amended provisions of Article 22 of the Act, file a registration for amendment by June 14, 2008.

 

Table 1. Criteria for Revocation of Permits of Telecommunications Business Operators [as per Article 25(1)]

 

Table 2. Registration Requirements for Specific Communications Business [as per Article 28]

 

Table 3. Types of, and Criteria for, Offenses [as per Article 42(1)]

 

Table 4. Period for Implementing Corrective Orders [as per Article 45]

 

Table 5. Maximum Amount of Penalties per Offense and Criteria for Imposing Penalties [as per Article 46]

 

Table 6. Penalty Amount per Offense Type [as per Article 61(1)]

 

28

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-----END PRIVACY-ENHANCED MESSAGE-----