-----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, DQ61keQYE6Iri1j6ft6fWTzpou0MLCqwlbIIOnyZFn/tF/BTd/9C3y67YJetYojh RUbwQP+qILVoNUNpVv3KYQ== 0001193125-09-004077.txt : 20090109 0001193125-09-004077.hdr.sgml : 20090109 20090109160126 ACCESSION NUMBER: 0001193125-09-004077 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090109 FILED AS OF DATE: 20090109 DATE AS OF CHANGE: 20090109 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: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14926 FILM NUMBER: 09518835 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 6-K 1 d6k.htm FORM 6-K Form 6-K

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2009

Commission File Number 1-14926

 

 

KT Corporation

(Translation of registrant’s name into English)

 

 

206 Jungja-dong

Bundang-gu, Sungnam

Kyunggi-do

463-711

Korea

(Address of principal executive offices)

 

 

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

Form 20-F      Ö            Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):             

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):             

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

Yes                      No      Ö    

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

 

 

 


Consolidated Financial Statements for the Six Months Ended June 30, 2008

You should read the selected consolidated financial data below together with the unaudited consolidated financial statements as of and for the six months ended June 30, 2007 and 2008 included in this Current Report on Form 6-K. Results of operations in the first six months of 2008 may not be indicative of results of operations for the remainder of 2008 or the full year of 2008.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the Republic of Korea (“Korean GAAP”), which differ in certain significant respects from accounting principles generally accepted in the United States (“U.S. GAAP”). See Note 19 of Notes to Consolidated Financial Statements included herein for a description of these differences and a reconciliation of certain Korean GAAP items to U.S. GAAP.

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

 

     For the Six Months
Ended June 30,
 
     2007    2008  
     (In billions of Won)
(Unaudited)
 

INCOME STATEMENT DATA

     

Korean GAAP

     

Operating revenues

   (Won) 9,252    (Won) 10,058  

Operating expenses

     8,166      9,369  

Operating income

     1,086      689  

Non-operating revenues

     262      316  

Gain on valuation of derivatives

     7      139  

Interest income

     70      65  

Non-operating expenses

     400      638  

Foreign currency translation loss

     2      228  

Loss on valuation of derivatives

     8      2  

Interest expense

     261      218  

Income from continuing operations before income taxes expense

     948      367  

Income tax expense from continuing operations

     284      63  

Income from continuing operations

     665      304  

Net income

     666      304  

Attributable to equity holders of the parent

     596      315  

Attributable to minority interests

     69      (11 )

U.S. GAAP (1)

     

Net earnings

     641      385  

 

     As of December 31,
2007
   As of June 30,
2008
    

(In billions of Won)

(Unaudited)

BALANCE SHEET DATA

     

Korean GAAP

     

Working capital (2)

   (Won) 564    (Won) 1,013

Net property and equipment

     15,288      15,342

Total assets

     24,127      24,984

Long-term bonds

     5,843      6,861

Long-term borrowings in Korean Won

     111      136

Long-term borrowings in foreign currency

     20      109

Refundable deposits for telephone installation

     841      813

Total stockholders’ equity

     11,138      10,970

U.S. GAAP (1)

     

Net property and equipment

   (Won) 14,671    (Won) 14,642

Total assets

     24,023      24,860

Total stockholders’ equity

     8,438      8,440

 

1


     As of December 31,
2007
   As of June 30,
2008

OPERATING DATA

     

Lines installed (thousands) (3)

   26,671    25,840

Lines in service (thousands) (3)

   19,980    19,768

Lines in service per 100 inhabitants (4)

   41.2    40.7

Mobile subscribers (thousands) (5)

   13,721    14,165

Broadband Internet subscribers (thousands)

   6,516    6,687

 

(1) See Note 19 of Notes to Consolidated Financial Statements included herein for reconciliation to U.S. GAAP.
(2) “Working capital” means current assets minus current liabilities.
(3) Including public telephones.
(4) Excluding public telephones.
(5) Includes subscribers of KTF and resale subscribers of KT Corporation. As of December 31, 2007, KTF had approximately 10.8 million subscribers and KT Corporation had approximately 2.9 million resale subscribers. As of June 30, 2008, KTF had approximately 11.3 million subscribers and KT Corporation had approximately 2.9 million resale subscribers.

Results of Operations

Operating Revenues

The following table shows a breakdown of our operating revenues and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.

 

     For the Six Months Ended June 30,  
     2007     2008  
    

(in billions

of Won)

   (percentage
of revenues)
   

(in billions

of Won)

   (percentage
of revenues)
 

Telephone services:

          

Local service

   (Won) 1,431    15.5 %   (Won) 1,387    13.8 %

Non-refundable telephone service installation fees

     23    0.2       17    0.2  

Domestic long-distance service

     341    3.7       304    3.0  

International long-distance service

     198    2.1       242    2.4  

Land-to-mobile interconnection

     813    8.8       720    7.2  
                          

Sub-total

     2,806    30.3       2,670    26.6  
                          

Internet services:

          

Broadband Internet access service

     1,043    11.3       1,025    10.2  

Other Internet-related services (1)

     213    2.3       290    2.9  
                          

Sub-total

     1,256    13.6       1,315    13.1  
                          

Mobile services

     2,853    30.9       3,098    30.8  

Sales of goods (2)

     1,205    13.0       1,670    16.6  

Data communication service

     632    6.8       645    6.4  

Miscellaneous revenues (3)

     501    5.4       660    6.5  
                          

Total operating revenues

   (Won) 9,252    100.0 %   (Won) 10,058    100.0 %
                          

 

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

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 “Other” segment, and include entities providing, among others, submarine cable construction and group telephone management.

 

2


Our operating revenues in the first six months of 2008 were Won 10,058 billion, representing an 8.7% increase from operating revenues of Won 9,252 billion in the corresponding period in 2007. The increase in operating revenues was due primarily to (1) a 38.6% increase in sales of goods; (2) an 8.6% increase in revenues from mobile services; (3) a 31.7% increase in miscellaneous revenues and (4) a 4.7% increase in revenues from Internet services. These increases were partially offset by a 4.8% decrease in revenues from telephone services. Specifically:

 

   

The 38.6% increase in our sale of goods to Won 1,670 billion in the first six months of 2008 from Won 1,205 billion in the corresponding period in 2007 was primarily due to an increase in the sale of handsets to those who elected to upgrade their handsets that are compatible with third-generation HSDPA-based IMT-2000 services.

 

   

The 8.6% increase in our mobile service revenues to Won 3,098 billion in the first six months of 2008 from Won 2,853 billion in the corresponding period in 2007 was due principally to an increase in the average monthly revenue per subscriber as well as an increase in the number of third-generation mobile service subscribers. The average revenue per subscriber of mobile services (net of commissions payable to content providers and discounts offered to subscribers) increased by 5.9% to Won 41,130 in the first six months of 2008 from Won 38,825 in the corresponding period in 2007, primarily as a result of an increase in the usage of value-added services and multimedia services related to our third-generation mobile services. The number of mobile service subscribers, including the resale subscribers of KT Corporation, increased by 3.2% to 14.2 million as of June 30, 2008 from 13.7 million as of June 30, 2007.

 

   

Our miscellaneous revenues increased by 31.7% to Won 660 billion in the first six months of 2008 from Won 501 billion in the corresponding period in 2007 primarily due to an increase in revenues from information technology, network and international call resale services.

 

   

The 4.7% increase in our revenues from Internet services to Won 1,315 billion in the first six months of 2008 from Won 1,256 billion in the corresponding period in 2007 was primarily due to a 36.2% increase in revenues related to other Internet-related services, the effect of which was offset in part by a 1.7% decrease in revenues from Broadband Internet access service. Our revenues from other Internet-related services increased primarily due to an increase in revenues from services provided by our Internet data centers, Bizmeka and MegaTV.

 

   

The 4.8% decrease in our revenues from telephone services to Won 2,670 billion in the first six months of 2008 from Won 2,806 billion in the corresponding period in 2007 was primarily due to a 11.4% decrease in land-to-mobile interconnection revenues, a 3.1% decrease in local service revenues and a 10.9% decrease in domestic long-distance service revenues, the aggregate effects of which were offset in part by a 22.2% increase in revenues from international long-distance service. Land-to-mobile interconnection revenues decreased primarily due to an increase in the volume of calls between mobile service subscribers, which in turn reduced the volume of calls between landline users to mobile subscribers. Our local service and domestic long-distance service revenues decreased primarily due to decreases in local call pulses and the number of domestic long-distance call minutes resulting from the continuing substitution effect from increase in usage of mobile telephone services and the Internet. On the other hand, our revenues from international long-distance service increased primarily due to an increase in the volume of calls from specific service providers utilizing our international long-distance network.

 

3


Operating Expenses

Our operating expenses in the first six months of 2008 were Won 9,369 billion, representing a 14.7% increase from Won 8,166 billion in the corresponding period in 2007. The following table shows a breakdown of our operating expenses and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.

 

     For the Six Months Ended June 30,  
     2007     2008  
     (in billions
of Won)
  

(percentage

of revenues)

    (in billions
of Won)
  

(percentage

of revenues)

 

Depreciation and amortization

   (Won) 1,696    18.3 %   (Won) 1,689    16.8 %

Salaries and related costs

     1,522    16.4       1,576    15.7  

Other operating and maintenance expenses (1)

     4,949    53.5       6,104    60.7  
                          

Total operating expenses

   (Won) 8,166    88.3 %   (Won) 9,369    93.1 %
                          

 

(1) Including transfers to other accounts of Won (21) billion in the first six months of 2007 and Won (19) billion in the first six months of 2008.

Wireline Communications. Operating expenses increased by 4.5% to Won 5,295 billion in the first six months of 2008 from Won 5,069 billion in the corresponding period in 2007.

Mobile Service. Operating expenses increased by 27.2% to Won 4,298 billion in the first six months of 2008 from Won 3,378 billion in the corresponding period in 2007.

The following is a discussion of the principal components of our operating expenses.

Depreciation and Amortization

Depreciation and amortization expense decreased by 0.4% to Won 1,689 billion in the first six months of 2008 from Won 1,696 billion in the corresponding period in 2007.

Wireline Communications. Depreciation and amortization expense increased by 0.9% to Won 978 billion in the first six months of 2008 from Won 969 billion in the corresponding period in 2007.

Mobile Service. Depreciation and amortization expense decreased by 2.3% to Won 558 billion in the first six months of 2008 from Won 571 billion in the corresponding period in 2007.

Salaries and Related Costs

The principal components of salaries and related costs are salaries and wages, employee welfare, provisions for severance indemnities and share-based payments. Employee welfare include meal subsidies and commuting subsidies. Provision for severance indemnities includes a lump-sum amount paid to employees who have been employed by us for more than one year when they leave.

Salaries and related costs increased by 3.5% to Won 1,576 billion in the first six months of 2008 from Won 1,522 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007, the effect of which was offset in part by a decrease in the number of employees. The following table shows a breakdown of our salaries and related costs and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.

 

     For the Six Months Ended June 30,  
     2007     2008  
     (in billions
of Won)
  

(percentage

of revenues)

    (in billions
of Won)
  

(percentage

of revenues)

 

Salaries and wages

   (Won) 1,076    11.6 %   (Won) 1,131    11.2 %

Employee welfare

     260    2.8       266    2.6  

Provisions for severance indemnities

     186    2.0       177    1.8  

Share-based payments

     1    0.0       1    0.0  
                          

Total salaries and related costs

   (Won) 1,522    16.4 %   (Won) 1,576    15.7 %
                          

 

4


Wireline Communications. Salaries and related costs increased by 2.1% to Won 1,327 billion in the first six months of 2008 from Won 1,299 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007. The number of employees at KT Corporation decreased by 2.1% to 36,400 as of June 30, 2008 from 37,162 as of June 30, 2007.

Mobile Service. Salaries and related costs increased by 4.8% to Won 119 billion in the first six months of 2008 from Won 114 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007. The number of employees at KTF decreased by 1.2% to 2,557 as of June 30, 2008 from 2,588 as of June 30, 2007.

Other Operating and Maintenance Expenses

The largest components of other operating and maintenance expenses in the first six months of 2008 were cost of goods sold, sales commissions to sales agents, commissions, interconnection payments for landline to mobile calls and promotion expenses.

The following table shows a breakdown of our other operating and maintenance expenses and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.

 

     For the Six Months Ended June 30,  
     2007     2008  
    

(in billions

of Won)

  

(percentage

of revenues)

   

(in billions

of Won)

  

(percentage

of revenues)

 

Cost of goods sold

   (Won) 1,014    11.0 %   (Won) 1,493    14.8 %

Sales commissions

     1,008    10.9       1,238    12.3  

Commissions

     549    5.9       718    7.1  

Interconnection charges

     576    6.2       624    6.2  

Promotion

     316    3.4       584    5.8  

Repairs and maintenance

     274    3.0       280    2.8  

Cost of services (commissions for system integration services and miscellaneous services)

     342    3.7       234    2.3  

International settlement payment

     92    1.0       131    1.3  

Advertising

     132    1.4       121    1.2  

Rent

     99    1.1       117    1.2  

Electric and water charges

     110    1.2       117    1.2  

Research

     99    1.1       107    1.1  

Taxes and dues

     98    1.1       102    1.0  

Others (1)

     240    2.5       238    2.3  
                          

Total other operating and maintenance expenses

   (Won) 4,949    53.5 %   (Won) 6,104    60.7 %
                          

 

(1) Including transfers to other accounts of Won (21) billion in the first six months of 2007 and Won (19) billion in the first six months of 2008.

Other operating and maintenance expenses in the first six months of 2008 were Won 6,104 billion, representing a 23.3% increase from Won 4,949 billion in the corresponding period in 2007. Other operating and maintenance expenses increased primarily due to a 47.2% increase in cost of goods sold, a 84.6% increase in promotion expenses and a 22.8% increase in sales commissions, which were offset in part by a 31.5% decrease in cost of services. Specifically:

 

   

Our cost of goods sold consists primarily of mobile handsets sold through our consolidated subsidiary KTF and our mobile resale service. Cost of goods sold increased by 47.2% to Won 1,493 billion in the first six months of 2008 from Won 1,014 billion in the corresponding period in 2007 primarily due to an increase in the sale of handsets to those who elected to upgrade their handsets that are compatible with third-generation HSDPA-based IMT-2000 services.

 

5


   

Promotion expenses increased by 84.6% to Won 584 billion in the first six months of 2008 from Won 316 billion in the corresponding period in 2007, primarily due to an increase in promotion of our SHOW, Megapass and MegaTV services.

 

   

Our sales commissions, which consist primarily of commissions paid to sales agents for procurement of new subscribers, increased by 22.8% to Won 1,238 billion in the first six months of 2008 from Won 1,008 billion in the corresponding period in 2007, primarily due to an increase in sales commissions paid relating to procurement of additional subscribers of our SHOW, Megapass and MegaTV services.

 

   

Cost of services, which consist primarily of commissions for system integration services and miscellaneous services, decreased by 31.5% to Won 234 billion in the first six months of 2008 from Won 342 billion in the corresponding period in 2007 primarily due to a decrease in reliance on third-party outsourcing of information technology and network services and other miscellaneous services.

Wireline Communications. Other operating and maintenance expenses (including transfers to other account) increased by 6.7% to Won 2,990 billion in the first six months of 2008 from Won 2,801 billion in the corresponding period in 2007.

Mobile Service. Other operating and maintenance expenses (including transfers to other accounts) increased by 34.5% to Won 3,621 billion in the first six months of 2008 from Won 2,693 billion in the corresponding period in 2007.

Operating Income

As a result of the above factors, our operating income in the first six months of 2008 was Won 689 billion, representing a 36.5% decrease from Won 1,086 billion in the corresponding period in 2007. Our operating margin, consisting of operating income divided by operating revenues, also decreased to 6.9% in the first six months of 2008 from 11.7% in the corresponding period in 2007.

Wireline Communications. Operating income decreased by 23.1% to Won 701 billion in the first six months of 2008 from Won 912 billion in the corresponding period in 2007 due to a 4.5% increase in operating expenses, which more than offset a 0.2% increase in operating revenues. Operating margin decreased to 11.7% in the first six months of 2008 from 15.2% in the corresponding period in 2007.

Mobile Service. Operating income decreased by 61.7% to Won 77 billion in the first six months of 2008 from Won 201 billion in the corresponding period in 2007 due to a 27.2% increase in operating expenses, which more than offset a 22.2% increase in operating revenue. Operating margin decreased to 1.8% in the first six months of 2008 from 5.6% in the corresponding period in 2007.

Income Taxes

Income taxes expense in the first six months of 2008 decreased by 77.8% to Won 63 billion from Won 284 billion in the corresponding period in 2007 primarily due to a 61.3% decrease in income from continuing operation before income tax expense to Won 367 billion in the first six months of 2008 from Won 948 billion in the corresponding period in 2007 as well as recognition of income tax credit by KTF. The effective tax rates were 17.2% in the first six months of 2008 compared to 30.0% in the corresponding period in 2007.

Wireline Communications. Income tax expenses decreased by 70.2% to Won 77 billion in the first six months of 2008 from Won 257 billion in the corresponding period in 2007 primarily due to reasons discussed above.

 

6


Mobile Service. KTF recognized income tax credit of Won 27 billion in the first six months of 2008 compared to income tax expense of Won 14 billion in the corresponding period in 2007, as KTF recognized loss before income tax expense of Won 38 billion in the first six months of 2008 compared to income before income tax expense of Won 142 billion in the corresponding period in 2007.

Net Income

Our net income in the first six months of 2008 was Won 304 billion, compared to Won 666 billion in the corresponding period in 2007. The 54.4% decrease in our net income was primarily attributable to a 36.5% decrease in operating income discussed above, a net loss on foreign currency translation in the first six months of 2008 compared to a net gain in the corresponding period in 2007 and a decrease in reversal of accrued provisions, the effects of which were offset in part by a 77.8% decrease in income taxes discussed above, a net gain on valuation of derivatives in the first six months of 2008 compared to a net loss in the corresponding period in 2007 and a decrease in interest expenses. Specifically:

 

   

We recorded a net loss on foreign currency translation of Won 207 billion in the first six months of 2008 compared to a net gain of Won 9 billion in the corresponding period in 2007, primarily as a result of depreciation of the Korean Won against the Dollar in the first six months of 2008 compared to a relatively stable Korean Won against the Dollar in the first six months of 2007. In terms of the noon buying rate of the Federal Reserve Bank of New York, the Won depreciated against the Dollar from Won 935.8 to US$1.00 as of December 31, 2007 to Won 1,046.8 to US$1.00 as of June 30, 2008.

 

   

Our reversal of accrued provisions decreased by 91.8% to Won 4 billion in the first half of 2008 from Won 50 billion in the corresponding period in 2007 primarily due to adjustments in our assumptions used in determining our accrued provisions, including customer usage patterns and expiration of subscription periods.

 

   

We recorded a net gain on valuation of derivatives of Won 137 billion in the first six months of 2008 compared to a net loss of Won 1 billion in the corresponding period in 2007 primarily due to the depreciation of the Korean Won against the Dollar in the first six months of 2008 compared to a relatively stable Korean Won against the Dollar in the first six months of 2007.

 

   

Our interest expenses decreased by 16.5% to Won 218 billion in the first six months of 2008 from Won 261 billion in the corresponding period in 2007 primarily as a result of a decrease in our average debt outstanding in the first half of 2008 compared to the corresponding period in 2007.

Wireline Communications. Net income decreased by 48.9% to Won 315 billion in the first six months of 2008 from Won 617 billion in the corresponding period in 2007.

Mobile Service. KTF recorded loss of Won 11 billion in the first six months of 2008 compared to net income of Won 128 billion in the corresponding period in 2007.

 

7


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 Six Months Ended June 30,  
     2007     2008  
    

(In billions of Won)

(Unaudited)

 

Net cash provided by operating activities

   (Won) 2,520     (Won) 1,162  

Net cash used in investing activities

     (1,618 )     (1,718 )

Net cash provided by (used in) financing activities

     (757 )     49  

Cash and cash equivalents at beginning of period

     1,829       1,385  

Cash and cash equivalents at end of period

     1,969       922  

Net increase (decrease) in cash and cash equivalents

     141       (463 )

Capital Requirements

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

Net cash used in investing activities was Won 1,618 billion in the first six months of 2007 and Won 1,718 billion in the corresponding period in 2008. Our purchases of property and equipment was Won 1,532 billion in the first six months of 2007 and Won 1,653 billion in the corresponding period in 2008.

In our financing activities, we used cash of Won 628 billion in the first six months of 2007 and Won 880 billion in the corresponding period in 2008 for repayment of long-term debt, including current portion, and we used Won 5 billion in the first six months of 2007 and Won 647 billion in the corresponding period in 2008 for repayment of short-term borrowings. We also used cash of Won 473 billion in the first six months of 2007 and Won 409 billion in the corresponding period in 2008 for payment of dividends.

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 make additional acquisitions of equity interests in consolidated subsidiaries.

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 June 30, 2008, we had various contractual obligations and commitments that are more fully disclosed in the notes to our consolidated financial statements.

The following table sets forth selected information regarding our contractual obligations to make future payments as well as an estimate of our interest payment obligations as of June 30, 2008:

 

     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) 7,734    (Won) 594    (Won) 3,619    (Won) 1,357    (Won) 2,164

Capital lease obligations

     19      11      8      0      0

Severance payment obligations

     1,652      5      27      65      1,555

Other long-term liabilities reflected on our balance sheet

     450      130      320      0      0
                                  

Total

   (Won) 9,855    (Won) 740    (Won) 3,974    (Won) 1,422    (Won) 3,719
                                  

Estimate of interest payment obligations

   (Won) 1,694    (Won) 421    (Won) 652    (Won) 295    (Won) 326

 

 

(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.

 

8


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 666 billion in the first half of 2007 and Won 304 billion in the corresponding period of 2008, depreciation and amortization remained relatively stable at Won 1,729 billion in the first half of 2007 and Won 1,718 billion in the corresponding period in 2008 primarily reflecting our capital investment activities during these periods, and aggregate cash proceeds from issuance of bonds and long-term borrowings were Won 545 billion in the first half of 2007 and Won 1,398 billion in the first half of 2008. We periodically increase our short-term borrowings and adjust our long-term debt financing levels 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 increased 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 June 30, 2008. 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 decreased from Won 11,138 billion as of December 31, 2007 to Won 10,970 billion as of June 30, 2008.

Liquidity

We had working capital (current assets minus current liabilities) surpluses of Won 564 billion as of December 31, 2007 and Won 1,013 billion as of June 30, 2008. The following table sets forth the summary of our significant current assets for the periods indicated:

 

     As of December 31,
2007
   As of June 30,
2008
     (In billions of Won)
(Unaudited)

Cash and cash equivalents

   (Won) 1,385    (Won) 922

Short-term financial instruments

     460      378

Notes and accounts receivable – trade, net of allowance for doubtful accounts

     2,611      2,945

Accounts receivable – other

     176      186

Inventories

     299      470

Our cash, cash equivalents and short-term financial instruments totaled Won 1,845 billion as of December 31, 2007 and Won 1,300 billion as of June 30, 2008. 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.

 

9


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

 

     As of December 31,
2007
   As of June 30,
2008
    

(In billions of Won)

(Unaudited)

Notes and accounts payable – trade

   (Won) 1,020    (Won) 1,216

Short-term borrowings

     226      328

Accounts payable – other

     1,442      1,534

Current portion of long-term debt

     1,020      593

Accrued expenses

     484      686

As of June 30, 2008, we had bank overdraft agreements for borrowings up to Won 1,021 billion, commercial paper issuance agreements for borrowings up to Won 321 billion, collateralized loans on trade accounts receivables of up to Won 700 billion, note discount for borrowings up to Won 10 billion, letters of credit agreements for borrowings up to US$95 million, working capital loans of up to Won 1 billion and US$7 million, a collection agreement for foreign-currency denominated checks up to US$1 million and a foreign currency guarantee of up to US$1.1 million. As of June 30, 2008, Won 135 billion and US$28 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.

U.S. GAAP Reconciliation

In the first half of 2008, we recorded net earnings of Won 385 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 315 billion under Korean GAAP, and in the first half of 2007, we recorded net earnings of Won 641 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 596 billion under Korean GAAP, in each case primarily because of differences in the treatment of reversal of goodwill amortization relating to equity method investments and depreciation of property and equipment.

Stockholders’ equity under U.S. GAAP is lower than under Korean GAAP by Won 2,530 billion as of June 30, 2008 primarily as a result of the differences in the treatment of:

 

   

minority interests;

 

   

impairment loss relating to equity investees;

 

   

accumulated depreciation; and

 

   

service installation fees,

the effects of which were offset in part by differences in the treatment of equity in earnings of equity method affiliates related to:

 

   

reversal of goodwill amortization; and

 

   

additional acquisitions of equity investees.

For further discussion of the principal differences between Korean GAAP and U.S. GAAP as they relate to us, see Note 19 to the Consolidated Financial Statements.

 

10


KT CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

As of December 31, 2007 and June 30, 2008

(Unaudited)

 

     In millions of Korean won    In thousands
of U.S. dollars
(Note 2)
     2007    2008    2008

ASSETS

        

CURRENT ASSETS :

        

Cash and cash equivalents (Note 2)

   (Won) 1,384,985    (Won) 922,134    $ 880,908

Short-term investment assets (Note 3)

     460,170      378,208      361,299

Accounts receivable–trade, less allowance for doubtful accounts of (Won)484,713 million in 2007 and (Won)477,464 million in 2008 (Notes 2 and 9)

     2,611,469      2,944,628      2,812,981

Loans

     261,721      460,569      439,978

Receivables under finance lease (Note 2)

     41,893      192,252      183,657

Accounts receivable–other, less allowance for doubtful accounts of (Won)93,561 million in 2007 and (Won)97,339 million in 2008 (Note 2)

     176,317      186,125      177,804

Accrued revenues

     13,684      21,299      20,347

Advance payments

     67,272      83,484      79,752

Prepaid expenses

     54,918      137,385      131,243

Prepaid income taxes

     1,411      574      548

Guarantee deposits

     9,414      2,425      2,317

Current portion of derivative instruments assets (Notes 2 and 18)

     696      12,690      12,123

Current portion of deferred income tax assets (Note 2)

     259,525      244,397      233,471

Inventories (Notes 2 and 4)

     299,104      469,664      448,666

Other current assets

     220      6,690      6,391
                    

Total Current Assets

     5,642,799      6,062,524      5,791,485
                    

(Continued)

 

11


KT CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

As of December 31, 2007 and June 30, 2008

(Unaudited)

 

     In millions of Korean won    In thousands
of U.S. dollars
(Note 2)
     2007    2008    2008

ASSETS

        

NON-CURRENT ASSETS :

        

Available-for-sale securities (Note 2)

     83,352      84,418      80,644

Equity method investment securities (Note 2)

     234,582      368,325      351,858

Held-to-maturity securities (Note 2)

     244      9,225      8,813

Long-term loans to employees

     107,675      89,617      85,610

Long-term financial instruments (Note 3)

     2,864      87      83

Other investment assets

     41,478      63,359      60,526

Property and equipment, net (Notes 2 and 5)

     15,288,002      15,342,354      14,656,433

Intangible assets, net (Notes 2 and 6)

     1,735,323      1,600,826      1,529,257

Leasehold rights and deposits

     347,217      360,994      344,855

Long-term accounts receivable–trade

     89,612      171,583      163,912

Long-term loans

     273,968      155,741      148,778

Long-term receivables under finance lease(Note 2)

     65,018      286,479      273,671

Non-current deferred income tax assets (Note 2)

     91,429      202,599      193,541

Long-term accounts receivable–other

     36,171      9,791      9,353

Non-current derivative instruments assets (Notes 2 and 18)

     3,681      79,022      75,489

Other non-current assets

     83,470      96,902      92,570
                    

Total Non-current Assets

     18,484,086      18,921,322      18,075,393
                    

TOTAL ASSETS

   (Won) 24,126,885    (Won) 24,983,846    $ 23,866,878
                    

(Continued)

 

12


KT CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

As of December 31, 2007 and June 30, 2008

(Unaudited)

 

     In millions of Korean won    In thousands
of U.S. dollars

(Note 2)
     2007    2008    2008

LIABILITIES AND EQUITY

        

CURRENT LIABILITIES :

        

Accounts payable–trade (Note 9)

   (Won) 1,020,487    (Won) 1,216,160    $ 1,161,788

Short-term borrowings

     225,970      328,060      313,393

Accounts payable–other (Note 9)

     1,441,686      1,533,634      1,465,069

Advance receipts

     87,442      101,412      96,878

Withholdings

     200,744      222,059      212,131

Accrued expenses

     483,596      686,285      655,603

Income taxes payable

     303,096      151,969      145,175

Current portion of long-term bonds and borrowings (Notes 2 and 7)

     1,019,802      593,160      566,641

Unearned revenue

     7,807      87,259      83,358

Key money deposits (Note 9)

     101,360      15,501      14,808

Current portion of derivative instruments liabilities (Notes 2 and 18)

     132,325      72,383      69,147

Current portion of accrued provisions (Notes 2 and 8)

     47,417      41,432      39,580

Current portion of deferred income tax liabilities (Note 2)

     —        13      12

Other current liabilities

     6,889      520      497
                    

Total Current Liabilities

     5,078,621      5,049,847      4,824,080
                    

NON-CURRENT LIABILITIES :

        

Long-term bonds (Notes 2 and 7)

     5,842,827      6,860,961      6,554,223

Long-term borrowings in Korean won (Note 7)

     110,935      136,061      129,978

Long-term borrowings in foreign currency (Note 7)

     19,709      108,620      103,764

Provisions for severance indemnities (Note 2)

     514,991      549,132      524,582

Refundable deposits for telephone installation

     840,962      812,957      776,612

Long-term accounts payable–other (Note 2)

     469,255      297,915      284,596

Long-term deposits received

     42,257      125,847      120,221

Accrued provisions (Notes 2 and 8)

     25,420      15,187      14,508

Deferred income tax liabilities (Note 2)

     1,896      1,941      1,854

Other long-term liabilities

     42,246      55,141      52,676
                    

Total Non-current Liabilities

     7,910,498      8,963,762      8,563,014
                    

Total Liabilities

     12,989,119      14,013,609      13,387,094
                    

(Continued)

 

13


KT CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets (Continued)

As of December 31, 2007 and June 30, 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars
(Note 2)
 
     2007     2008     2008  

LIABILITIES AND EQUITY

      

EQUITY :

      
     8,861,763       8,775,410       8,383,082  
                        

Common Stock (Notes 1 and 10)

     1,560,998       1,560,998       1,491,209  

Capital Surplus (Note 10)

     1,272,634       1,258,392       1,202,132  

Capital Adjustments:

      

Treasury stock (Note 13)

     (3,825,688 )     (3,837,448 )     (3,665,885 )

Stock options (Notes 2 and 12)

     8,880       8,880       8,483  

Other share-based payment (Notes 2 and 12)

     1,022       710       678  
                        

Total Capital Adjustments

     (3,815,786 )     (3,827,858 )     (3,656,724 )
                        

Accumulated Other Comprehensive Income (Note 11)

      

Gain on translation of foreign operations (Note 2)

     2,471       10,180       9,725  

Loss on translation of foreign operations (Note 2)

     (13,195 )     (10 )     (10 )

Unrealized gain on valuation of available-for-sale securities (Note 2)

     10,644       7,686       7,342  

Unrealized gain on valuation of derivatives (Notes 2 and 18)

     2,024       9,325       8,908  

Unrealized loss on valuation of derivatives (Notes 2 and 18)

     —         (1,018 )     (972 )

Increase in equity of associates (Note 2)

     2,766       9,000       8,598  

Decrease in equity of associates (Note 2)

     (4,568 )     (4,002 )     (3,823 )
                        

Total Accumulated Other Comprehensive Income

     142       31,161       29,768  
                        

Retained Earnings

     9,843,775       9,752,717       9,316,697  

Minority Interest

     2,276,003       2,194,827       2,096,702  
                        

Total Equity

     11,137,766       10,970,237       10,479,784  
                        

TOTAL LIABILITIES AND EQUITY

   (Won) 24,126,885     (Won) 24,983,846     $ 23,866,878  
                        

See accompanying notes to consolidated financial statements

 

14


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won    In thousands
of U.S. dollars
(Note 2)
     2007    2008    2008

OPERATING REVENUES (Notes 2, 9 and 14)

        

Service revenue

   (Won) 8,047,195    (Won) 8,388,359    $ 8,013,335

PCS handset sales

     1,205,194      1,669,511      1,594,871
                    
     9,252,389      10,057,870      9,608,206
                    

OPERATING EXPENSES (Notes 2, 9 and 15)

     8,166,406      9,368,669      8,949,818
                    

OPERATING INCOME

     1,085,983      689,201      658,388
                    

NON-OPERATING REVENUES :

        

Interest income

     69,512      64,920      62,019

Dividend income

     501      543      519

Foreign currency transaction gain (Note 2)

     2,493      16,233      15,508

Foreign currency translation gain (Note 2)

     10,959      21,338      20,384

Equity in income of associates (Note 2)

     16,774      16,814      16,062

Gain on breach of contracts

     998      446      426

Gain on disposal of useless materials

     8,569      —        —  

Gain on disposal of short-term investments

     170      446      426

Gain on valuation of short-term investments

     1,574      381      364

Gain on disposal of available-for-sale securities

     3,976      2,979      2,846

Gain on disposal of equity method investment securities

     897      —        —  

Gain on disposal of property and equipment

     13,647      3,299      3,152

Gain on disposal of intangible assets

     146      444      424

Reversal of accrued provisions (Note 8)

     49,933      4,075      3,893

Reversal of negative goodwill (Notes 2 and 6)

     259      65      62

Gain on settlement of derivatives (Note 2)

     4,361      4,933      4,712

Gain on valuation of derivatives (Notes 2 and 18)

     7,088      138,669      132,470

Other non-operating revenue

     70,117      40,012      38,222
                    

Total Non-operating Revenues

     261,974      315,597      301,489
                    

(Continued)

 

15


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Continued)

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars
(Note 2)
 
     2007     2008     2008  

NON-OPERATING EXPENSES

      

Interest expense

     (261,249 )     (218,248 )     (208,491 )

Other bad debt expense

     (11,289 )     (5,741 )     (5,484 )

Foreign currency transaction loss (Note 2)

     (2,929 )     (13,866 )     (13,246 )

Foreign currency translation loss (Note 2)

     (2,294 )     (228,483 )     (218,268 )

Equity in loss of associates (Note 2)

     (2,452 )     (8,677 )     (8,289 )

Donations

     (35,709 )     (50,077 )     (47,838 )

Loss on disposal of available-for-sale securities

     (520 )     —         —    

Loss on impairment of available-for-sale securities

     (252 )     (495 )     (473 )

Loss on impairment of investment assets

     (39 )     (2,203 )     (2,105 )

Loss on disposal of property and equipment

     (35,751 )     (30,616 )     (29,247 )

Loss on impairment of property and equipment (Notes 2 and 5)

     (1,058 )     (19,111 )     (18,257 )

Loss on disposal of intangible assets

     (173 )     (836 )     (799 )

Loss on impairment of intangible assets (Notes 2 and 6)

     (3,619 )     (203 )     (194 )

Loss on disposal of accounts receivable–trade (Note 17)

     (158 )     (341 )     (326 )

Loss on settlement of derivatives (Note 2)

     (5,750 )     (5,233 )     (4,999 )

Loss on valuation of derivatives (Notes 2 and 18)

     (7,616 )     (2,115 )     (2,020 )

Other non-operating expense

     (28,760 )     (51,787 )     (49,472 )
                        
     (399,618 )     (638,032 )     (609,508 )
                        

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE

     948,339       366,766       350,369  

INCOME TAX EXPENSE ON CONTINUING OPERATIONS (Note 2)

     283,541       62,908       60,096  

NEWLY INCLUDED SUBSIDIARY’S NET LOSS BEFORE ACQUISITION

     650       —         —    
                        

INCOME FROM CONTINUING OPERATIONS

     665,448       303,858       290,273  

INCOME FROM DISCONTINUING OPERATIONS

     388       —         —    
                        

NET INCOME

   (Won) 665,836     (Won) 303,858     $ 290,273  
                        

Attributable to :

      

EQUITY HOLDERS OF THE PARENT

   (Won) 596,425     (Won) 314,605     (Won) 300,540  

MINORITY INTEREST

     69,411       (10,747 )     (10,267 )
                        
   (Won) 665,836     (Won) 303,858     $ 290,273  
                        

NET INCOME PER SHARE (Note 16)(*)

      

Basic income per share from continuing operations (in Korean won)

   (Won) 2,867     (Won) 1,545     $ 1,476  
                        

Basic net income per share (in Korean won)

   (Won) 2,868     (Won) 1,545     $ 1,476  
                        

Diluted income per share from continuing operations (in Korean won)

   (Won) 2,867     (Won) 1,545     $ 1,476  
                        

Diluted net income per share (in Korean won)

   (Won) 2,868     (Won) 1,545     $ 1,476  
                        

 

(*) Income per share attributable to the equity holders of the parent

See accompanying notes to consolidated financial statements

 

16


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars

(Note 2)
 
     2007     2008     2008  

CASH FLOWS FROM OPERATING ACTIVITIES :

      

Net income

   (Won) 665,836     (Won) 303,858     $ 290,273  

Expenses not involving cash payments :

      

Share-based payment

     739       1,236       1,181  

Provision for severance indemnities

     185,700       177,018       169,104  

Depreciation

     1,512,026       1,501,074       1,433,964  

Amortization

     216,439       216,686       206,998  

Provision for doubtful accounts

     53,883       65,447       62,521  

Interest expense

     14,429       14,810       14,148  

Foreign currency translation loss

     208       228,464       218,250  

Other bad debt expense

     11,289       5,741       5,484  

Loss on disposal of available-for-sale securities

     520       —         —    

Loss on impairment of available-for-sale securities

     252       495       473  

Loss on impairment of investments

     39       2,203       2,105  

Equity in loss of associates

     2,452       8,677       8,289  

Loss on disposal of property and equipment

     35,751       30,616       29,247  

Loss on impairment of property and equipment

     1,058       19,111       18,257  

Loss on disposal of intangible assets

     173       836       799  

Loss on impairment of intangible assets

     3,619       203       194  

Loss on disposal of accounts receivable–trade

     158       341       326  

Loss on settlement of derivatives

     5,750       5,233       4,999  

Loss on valuation of derivatives

     7,616       2,115       2,020  

Other non-operating expenses

     9,240       744       711  
                        

Sub-total

     2,061,341       2,281,050       2,179,070  
                        

Income not involving cash receipts :

      

Interest income

     1,656       8,629       8,243  

Foreign currency translation gain

     5,069       18,517       17,689  

Gain on disposal of property and equipment

     13,647       3,299       3,152  

Gain on disposal of intangible assets

     146       444       424  

Gain on disposal of available-for-sale securities

     3,976       2,979       2,846  

Gain on disposal of short-term investments

     170       446       426  

Gain on valuation of short-term investments

     1,574       381       364  

Equity in income of associates

     16,774       16,814       16,062  

Gain on disposal of equity method investment securities

     897       —         —    

Gain on settlement of derivatives

     4,361       4,933       4,712  

Gain on valuation of derivatives

     7,088       138,669       132,470  

Reversal of negative goodwill

     259       65       62  

Other non-operating revenues

     672       2,111       2,016  
                        

Sub-total

     (56,289 )     (197,287 )     (188,466 )
                        

(Continued)

 

17


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars
(Note 2)
 
     2007     2008     2008  

Changes in assets and liabilities related to operating activities :

      

Accounts receivable–trade

   94,929     (319,639 )   (305,349 )

Loans

   (135,582 )   (193,097 )   (184,464 )

Receivables under finance lease

   1,185     (150,359 )   (143,637 )

Accounts receivable–other

   (28,400 )   16,624     15,881  

Accrued revenues

   (4,122 )   (7,562 )   (7,224 )

Advance payments

   (16,184 )   (16,441 )   (15,706 )

Prepaid expenses

   (52,670 )   (82,453 )   (78,767 )

Prepaid income taxes

   —       837     800  

Guarantee deposits

   (9,275 )   6,983     6,671  

Derivative instruments, net

   (3,743 )   (2,982 )   (2,849 )

Deferred income tax, net

   (39,137 )   (85,112 )   (81,307 )

Other current assets

   (2,147 )   (6,470 )   (6,181 )

Inventories

   (74,482 )   (171,215 )   (163,560 )

Leasehold rights and deposits

   (42,823 )   (12,143 )   (11,600 )

Long-term accounts receivable–trade

   3,170     (132,353 )   (126,436 )

Long-term loans

   (8,364 )   118,227     112,941  

Long-term receivables under finance lease

   —       (221,461 )   (211,560 )

Long-term accounts receivable–other

   (327 )   26,539     25,353  

Other non-current assets

   (38,886 )   (14,817 )   (14,155 )

Accounts payable–trade

   269,842     154,813     147,892  

Accounts payable–other

   (224,141 )   81,319     77,683  

Advance receipts

   (31,674 )   13,961     13,337  

Withholdings

   15,274     20,442     19,528  

Accrued expenses

   183,002     202,662     193,601  

Dividends payables

   2,382     —       —    

Income taxes payable

   133,258     (152,111 )   (145,310 )

Unearned revenue

   7,163     7,694     7,350  

Key money deposits

   7,791     69,450     66,345  

Accrued provisions

   (47,279 )   (16,218 )   (15,493 )

Other current liabilities

   (210 )   (6,369 )   (6,084 )

Payment of severance indemnities

   (133,492 )   (142,889 )   (136,501 )

Refundable deposits for telephone installation

   (29,923 )   (28,005 )   (26,753 )

Long-term accounts payable–other

   —       (196,220 )   (187,447 )

Other long-term liabilities

   53,728     12,895     12,318  
                  

Sub-total

   (151,137 )   (1,225,470 )   (1,170,683 )
                  

Net Cash Provided by Operating Activities

   2,519,751     1,162,151     1,110,194  
                  

CASH FLOWS FROM INVESTING ACTIVITIES :

      

Cash inflows from investing activities :

      

Decrease in short-term investments

   82,482     626,112     598,120  

Disposal of available-for-sale securities

   684,626     2,675     2,555  

Decrease in equity method investment securities

   989     1,047     1,000  

Disposal of equity method investment securities

   —       1,579     1,508  

Collection of held-to-maturity securities

   3     —       —    

Collection of long-term loans to employees

   9,551     7,457     7,124  

Disposal of long-term financial instruments

   2,358     2,792     2,667  

Decrease in other investment assets

   —       2,082     1,989  

Disposal of property and equipment

   80,308     62,201     59,419  

Disposal of intangible assets

   286     2,339     2,234  
                  

Sub-total

   860,603     708,284     676,616  
                  

(Continued)

 

18


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars
(Note 2)
 
     2007     2008     2008  

Cash outflows for investing activities :

      

Increase in short-term investments

   83,438     479,334     457,904  

Acquisition of available-for-sale securities

   575,566     23,960     22,889  

Acquisition of equity method investment securities

   1,000     118,923     113,606  

Acquisition of assets and liabilities of consolidated subsidiaries

   —       43,655     41,703  

Acquisition of held-to-maturity securities

   6     8,000     7,642  

Increase in long-term loans to employees

   24,665     37,393     35,721  

Increase in long-term financial instruments

   —       9     9  

Increase in other investment assets

   183,994     1,611     1,539  

Acquisition of property and equipment

   1,531,837     1,652,642     1,578,756  

Acquisition of intangible assets

   77,901     60,768     58,051  
                  

Sub-total

   (2,478,407 )   (2,426,295 )   (2,317,820 )
                  

Net Cash Used in Investing Activities

   (1,617,804 )   (1,718,011 )   (1,641,204 )
                  

CASH FLOWS FROM FINANCING ACTIVITIES :

      

Cash inflows from financing activities :

      

Increase in short-term borrowings

   —       726,959     694,458  

Issuance of bonds

   503,381     1,210,424     1,156,309  

Increase in long-term borrowings

   41,820     187,318     178,943  

Capital transactions in consolidated entities including disposal of treasury stock

   861     3,434     3,280  
                  

Sub-total

   546,062     2,128,135     2,032,990  
                  

Cash outflows for financing activities :

      

Repayment of short-term borrowings

   4,921     646,776     617,860  

Payment of accounts payable–other

   112,073     21,470     20,510  

Repayment of current portion of bond and long-term borrowings

   627,540     876,249     837,074  

Repayment of long-term borrowings

   —       3,263     3,117  

Payment of dividends

   472,774     409,270     390,972  

Acquisition of treasury stock

   84,871     12,566     12,004  

Capital transactions in consolidated entities including acquisition of treasury stock and dividend

   870     109,914     105,000  
                  

Sub-total

   (1,303,049 )   (2,079,508 )   (1,986,537 )
                  

Net Cash Provided by (Used in) Financing Activities

   (756,987 )   48,627     46,453  
                  

(Continued)

 

19


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Continued)

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     In millions of Korean won     In thousands
of U.S. dollars
(Note 2)
 
     2007     2008     2008  

EFFECT OF CHANGES IN CONSOLIDATED ENTITIES

     (7,552 )     37,261       35,595  

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

     3,430       7,121       6,803  
                        

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     140,838       (462,851 )     (442,159 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

     1,828,569       1,384,985       1,323,067  
                        

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

   (Won) 1,969,407     (Won) 922,134     $ 880,908  
                        

See accompanying notes to consolidated financial statements

 

20


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     Common
stock
   Capital
surplus
    Capital
adjustments
    Other
comprehensive
income (loss)
    Retained
earnings
    Minority
interest
    Total  

(In millions of Korean won)

               

Balance as of January 1, 2007 (as reported)

   (Won) 1,560,998    (Won) 1,289,803     (Won) (3,815,045 )   (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

     —        —         —         —         596,425       69,411       665,836  

Acquisition of treasury stock

     —        —         (84,871 )     —         —         —         (84,871 )

Disposal of treasury stock

     —        —         884       —         —         —         884  

Offset of loss on disposal of treasury stock

     —        (133 )     —         —         —         —         (133 )

Increase in subsidiaries’ capital stock

     —        53       —         —         —         808       861  

Acquisition of subsidiaries’ treasury stock

     —        (321 )     —         —         —         (549 )     (870 )

Changes in consolidated entities

     —        —         —         (24 )     —         (1,874 )     (1,898 )

Stock options

     —        —         83       —         —         (97 )     (14 )

Other share-based payment

     —        —         511       —         —         —         511  

Changes in translation of foreign operations, net

     —        —         —         2,620       —         810       3,430  

Unrealized gain on valuation of available-for-sale securities

     —        —         —         (832 )     —         (796 )     (1,628 )

Changes in equity of associates, net

     —        —         —         (7,704 )     —         (103 )     (7,807 )

Others

     —        (215 )     —         —         —         434       219  
                                                       

Balance as of June 30, 2007

   (Won) 1,560,998    (Won) 1,289,187     (Won) (3,898,438 )   (Won) (11,712 )   (Won) 9,580,302     (Won) 2,278,713     (Won) 10,799,050  
                                                       

 

21


KT CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity (Continued)

For the Six Months Ended June 30, 2007 and 2008

(Unaudited)

 

     Common
stock
   Capital
surplus
    Capital
adjustments
    Other
comprehensive
income (loss)
    Retained
earnings
    Minority
interest
    Total  

(In millions of Korean won)

  

Balance as of January 1, 2008 (as reported)

   (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  

A change in accounting policy (Note 2)

     —        —         —         —         1,711       2,141       3,852  
                                                       

As restated

     1,560,998      1,272,634       (3,815,786 )     142       9,845,486       2,278,144       11,141,618  

Dividends

     —        —         —         —         (407,374 )     (1,896 )     (409,270 )
                                 

Retained earnings after appropriations

              9,438,112       2,276,248       10,732,348  

Net income for the period

     —        —         —         —         314,605       (10,747 )     303,858  

Acquisition of treasury stock

     —        —         (12,566 )     —         —         —         (12,566 )

Disposal of treasury stock

     —        —         806       —         —         —         806  

Offset of loss on disposal of treasury stock

     —        (144 )     —         —         —         —         (144 )

Acquisition of subsidiaries’ stock

     —        (944 )     —         —         —         (210 )     (1,154 )

Increase in subsidiaries’ capital stock

     —        503       —         —         —         2,931       3,434  

Acquisition of subsidiaries’ treasury stock

     —        (13,928 )     —         —         —         (94,832 )     (108,760 )

Changes in consolidated entities

     —        —         —         —         —         14,953       14,953  

Stock options

     —        5       —         —         —         19       24  

Other share-based payment

     —        266       (312 )     —         —         236       190  

Changes in translation of foreign operations, net

     —        —         —         20,894       —         9,457       30,351  

Unrealized gain on valuation of available-for-sale securities

     —        —         —         (2,958 )     —         (5,501 )     (8,459 )

Changes in unrealized gain (loss) on valuation of derivatives, net

     —        —         —         6,283       —         1,464       7,747  

Changes in equity of associates, net

     —        —         —         6,800       —         809       7,609  
                                                       

Balance as of June 30, 2008

   (Won) 1,560,998    (Won) 1,258,392     (Won) (3,827,858 )   (Won) 31,161     (Won) 9,752,717     (Won) 2,194,827     (Won) 10,970,237  
                                                       

(In thousands of U.S. dollars)

               

Balance as of January 1, 2008 (as reported)

   $ 1,491,209    $ 1,215,737     $ (3,645,192 )   $ 135     $ 9,403,683     $ 2,174,249     $ 10,639,821  

A change in accounting policy (Note 2)

     —        —         —         —         1,635       2,045       3,680  
                                                       

As restated

     1,491,209      1,215,737       (3,645,192 )     135       9,405,318       2,176,294       10,643,501  

Dividends

     —        —         —         —         (389,161 )     (1,811 )     (390,972 )
                                 

Retained earnings after appropriations

              9,016,157       2,174,483       10,252,529  

Net income for the period

     —        —         —         —         300,540       (10,267 )     290,273  

Acquisition of treasury stock

     —        —         (12,004 )     —         —         —         (12,004 )

Disposal of treasury stock

     —        —         770       —         —         —         770  

Offset of loss on disposal of treasury stock

     —        (138 )     —         —         —         —         (138 )

Acquisition of subsidiaries’ stock

     —        (902 )     —         —         —         (201 )     (1,103 )

Increase in subsidiaries’ capital stock

     —        481       —         —         —         2,800       3,281  

Acquisition of subsidiaries’ treasury stock

     —        (13,305 )     —         —         —         (90,592 )     (103,897 )

Changes in consolidated entities

     —        —         —         —         —         14,284       14,284  

Stock options

     —        5       —         —         —         18       23  

Other share-based payment

     —        254       (298 )     —         —         225       181  

Changes in translation of foreign operations, net

     —        —         —         19,960       —         9,034       28,994  

Unrealized gain on valuation of available-for-sale securities

     —        —         —         (2,826 )     —         (5,255 )     (8,081 )

Changes in unrealized gain (loss) on valuation of derivatives, net

     —        —         —         6,003       —         1,399       7,402  

Changes in equity of associates, net

     —        —         —         6,496       —         773       7,269  
                                                       

Balance as of June 30, 2008

   $ 1,491,209    $ 1,202,132     $ (3,656,724 )   $ 29,768     $ 9,316,697     $ 2,096,701     $ 10,479,783  
                                                       

See accompanying notes to consolidated financial statements

 

22


KT CORPORATION AND SUBSIDIAIRIES

Notes to Consolidated Financial Statements

For the Six Months Ended June 30, 2007 and 2008

 

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 June 30, 2008.

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.

 

23


  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 June 30, 2008 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 handset distribution

   Korea    Dec.31

KT FDS Co., Ltd.

   1990    2007   

Software development and system integration

   Korea    Dec.31

KTF Music Corporation (formerly, “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

Nasmedia, Inc.

   2000    2008   

Online advertisement

   Korea    Dec.31

Sofnics Inc.

   2008    2008   

Software development and sales

   Korea    Dec.31

JungBoPremiumEdu Co., Ltd.

   2008    2008   

Online education business

   Korea    Dec.31

KT New Business Fund No. 1

   2008    2008   

Investment fund

   Korea    Dec.31

Korea Telecom America, Inc. (“KTAI”)

   1993    1993   

Foreign telecommunication business

   America    Dec.31

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

KTSC Investment Management B.V.

   2007    2007   

Management of investment in Super iMax and East Telecom

   Netherlands    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

 

24


Details of investments in subsidiaries as of December 31, 2007 and June 30, 2008 are as follows:

 

Subsidiary

   Year of
Establishment
  

Primary Business

   December 31,
2007
    June 30,
2008
 

KTP

   1985   

Trunk radio system business

   44.85 %   44.85 %

KTN

   1986   

Group telephone management

   100.00 %   100.00 %

KTL

   1988   

Public telephone maintenance

   93.82 %   93.82 %

KTH

   1991   

Data communication

   65.94 %   65.94 %

KTSC

   1995   

Submarine cable construction and maintenance

   36.92 %   36.92 %

KTF (Note 1)

   1997   

PCS Business

   52.99 %   54.20 %

KTC (Note 2)

   2002   

B2C, B2B service

   100.00 %   100.00 %

KTFT

   2001   

PCS handset development

   78.78 %   78.78 %

KT Internal Venture Fund No.2

   2003   

Investment fund

   94.34 %   94.34 %

KTF M Hows (Note 3)

   2004   

Mobile marketing

   51.00 %   51.00 %

KTR

   2005   

Rental service

   100.00 %   100.00 %

Sidus FNH (Note 4)

   2005   

Movie production

   51.00 %   51.00 %

Sidus FNH Benex Cinema

Investment Fund (Note 5)

   2006   

Movie investment fund

   43.33 %   43.33 %

KT Capital

   2006   

Financing service

   100.00 %   100.00 %

TSC

   2006   

Security service

   93.82 %   93.82 %

Olive Nine. (Note 6)

   1999   

Broadcasting production

   19.20 %   19.48 %

KTF M&S (Note 7)

   2007   

PCS handset distribution

   100.00 %   100.00 %

KT FDS

   1990   

Software development and system integration

   100.00 %   100.00 %

KTF Music Corporation (formerly , “Bluecord Technology Co., Ltd.”)
(Note 8)

   1991   

Semiconductor and telecommunication equipment manufacture

   35.28 %   35.28 %

Doremi Media (Note 9)

   1997   

Recording device (magneto-optical disk) and music disc manufacture

   64.24 %   64.24 %

Nasmedia, Inc.(Note 10)

   2000   

Online advertisement

   —       50.00 %

Sofnics Inc. (Note 11)

   2008   

Software development and sales

   —       60.00 %

JungBoPremiumEdu Co., Ltd. (Note 12)

   2008   

Online education business

   —       54.55 %

KT New Business Fund No. 1 (Note 13)

   2008   

Investment fund

   —       100.00 %

KTAI

   1993   

Foreign telecommunication business

   100.00 %   100.00 %

NTC

   1993   

Foreign telecommunication business

   79.96 %   79.96 %

KTJ

   1999   

Foreign telecommunication business

   100.00 %   100.00 %

KTCC

   2003   

Foreign telecommunication business

   100.00 %   100.00 %

PT. KTF Indonesia (Note 14)

   2005   

Foreign telecommunication business

   99.00 %   99.00 %

KTSC Investment Management B.V. (Note 15)

   2007   

Management of investment in Super iMax and East Telecom

   60.00 %   60.00 %

Super iMax (Note 15)

   2007   

Wireless high speed internet business

   60.00 %   100.00 %

East Telecom (Note 15)

   2003   

Fixed line telecommunication business

   51.00 %   85.00 %
 
(Note 1)    KTF purchased 4,291,510 shares of treasury stock for retirement by a charge against its retained earnings. As a result, the Company’s equity ownership interest in KTF increased from 52.99% as of December 31, 2007 to 54.20% as of June 30, 2008.

 

25


(Note 2)    KTC is owned 19.0% by KT and 81.0% by KTH, respectively.
(Note 3)    KTF M Hows is owned 51% by KTF.
(Note 4)    Sidus FNH Corporation is owned 35.7% by KT and 15.3% by KTF, respectively.
(Note 5)    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 6)    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, KT’s ownership interest in Olive Nine Co., Ltd. increased from 19.20% at December 31, 2007 to 19.48% at June 30, 2008 according to the conversion of convertible bonds and purchase of additional shares.
(Note 7)    KTF M&S is owned 100% by KTF.
(Note 8)    KTF Music Corporation (formerly, “Bluecord Technology Co., Ltd.”) is owned 35.3% by KTF.
(Note 9)    Doremi Media is owned 64.2% by KTF Music Corporation (formerly, “Bluecord Technology Co., Ltd.”).
(Note 10)    During the six months ended June 30, 2008, KT obtained 50.0% ownership interest plus one share of Nasmedia Inc. for (Won)26,055 million.
(Note 11)    During the six months ended June 30, 2008, KT obtained 60.0% ownership interest of Sofnics Inc. for (Won)600 million.
(Note 12)    During the six months ended June 30, 2008, KT obtained 54.6% ownership interest of JungBoPremiumEdu Co., Ltd. for (Won)6,000 million.
(Note 13)    During the six months ended June 30, 2008, KT and KT Capital obtained 90.9% and 9.1% ownership interests for (Won)10,000 million and (Won)1,000 million, respectively, of KT New Business Fund No. 1, respectively.
(Note 14)    KTF Indonesia is owned 99.0% by KTF.
(Note 15)    During the six months ended June 30, 2008, KT additionally invested in KTSC Investment Management B.V. cash of (Won)12,495 million and in-kind contribution of (Won)15,836 million which consists of the shares of Super iMax and East Telecom totaling (Won)1,321 million and (Won)14,515 million, respectively, together with other stockholder on a proportionate basis. As a result, KTSC Investment Management B.V. obtained 100% ownership interest of Super iMax and 85.0% ownership interest of East Telecom, respectively.

 

26


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 New Accounting Standards

In 2008, the Company newly adopted the amendment to the Korea Accounting Institute (“KAI”) Opinion 06-2 “Deferred Income Taxes on Investments in Subsidiaries, Associates and Interests in Joint Ventures”. However, in connection with the Company’s adoption of KAI Opinion 06-2, the Company did not restate the 2007 financial statements as allowed by the transition clause of the amendment, but made adjustment directly to retained earnings and minority interest amounting to (Won)1,711 million and (Won)2,141 million, respectively.

 

  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.

Changes in the allowance for doubtful accounts for accounts receivable–trade and loans for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):

 

     2007 (12 months)     2008 (6 months)  

Balance at beginning of the period

   (Won) 563,164     (Won) 487,729  

Provision

     71,502       65,447  

Write-offs

     (146,937 )     (69,050 )
                

Balance at end of the period

   (Won) 487,729     (Won) 484,126  
                

 

27


  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.

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.

 

28


  - 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 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 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 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 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 Statement of Korea Accounting Standards (“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.

 

29


  - 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 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 equity after translation into Korean won is accounted for as “increase (decrease) in equity of associates” included in the accumulated other comprehensive income (loss).

 

30


  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)1,058 million and (Won)19,111 million for the six months ended June 30, 2007 and 2008. 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 six months ended June 30, 2007 and 2008.

 

  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, 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

 

31


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 and (Won)110 billion were paid for the year ended December 31, 2007 and for the six months ended June 30, 2008, respectively. As of June 30, 2008, the unpaid license fees amounting to (Won)415,139 million (including current portion of (Won)125,748 million), net of present value discount of (Won)34,861 million (including current portion of (Won)4,252 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 June 30, 2008 is as follows (in millions of Korean won):

 

Year ending June 30,

    

2009

   (Won) 130,000

2010

     150,000

2011

     170,000
      

Total

   (Won) 450,000
      

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)3,619 million and (Won)203 million for the six months ended June 30, 2007 and 2008, respectively. There was no reversal of impairment loss for the six months ended June 30, 2007 and 2008.

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 six months ended June 30, 2007 and 2008, the amortization of goodwill of (Won)69,058 million and (Won)72,498 million, respectively, are included in operating expenses and the reversal of negative goodwill of (Won)259 million (Won)65 million, respectively, are included in non-operating revenues.

 

32


  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)926.8: USD 1 and (Won)1,043.4: USD 1 at June 30, 2008 and 2007, respectively, and (Won)938.2: USD 1 at December 31, 2007 and the resulting gain (loss) from foreign currency translation is included in non-operating revenues (expenses).

 

  m. Convertible 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.

 

  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)1,566,313 million and (Won)1,651,545 million as of December 31, 2007 and June 30, 2008, 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.

 

33


  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 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) Other share-based payments

Other 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.

 

34


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;

 

   

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.

 

35


  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 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).

 

  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 six months ended June 30, 2008, Nasmedia, Inc., Sofnics Inc., JungBoPremiumEdu Co., Ltd. and KT New Business Fund No. 1 are newly acquired in 2008 and included in 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.

 

36


  y. 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 six months ended June 30, 2008, have been translated into U.S. dollars at the rate of (Won)1,046.8 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 period ended June 30, 2008. 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.

 

  z. Reclassifications of Prior Period Financial Statements

Certain reclassifications have been made in prior period financial statements to conform to classifications used in the current period. Such reclassifications did not have an effect on the net assets of the Company as of December 31, 2007, or net income of the Company for the six months ended June 30, 2007.

 

3. RESTRICTED DEPOSITS

Details of restricted deposits as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won):

 

          December 31,
2007
   June 30,
2008
  

Description

Short-term investment assets

   Time deposits    (Won) 1,904    (Won) 26,633   

Guarantee deposits and others

Long-term financial instruments

  

Checking account deposit

     61      31   

Checking account deposit and others

                   

Total

      (Won) 1,965    (Won) 26,664   
                   

 

4. INVENTORIES

Inventory valuations as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):

 

     December 31, 2007     June 30, 2008  
     Cost    Lower of cost
or market
value
   Valuation
allowance
    Cost    Lower of cost
or market
value
   Valuation
allowance
 

Merchandise

   (Won) 284,313    (Won) 250,028    (Won) (34,285 )   (Won) 457,922    (Won) 422,099    (Won) (35,823 )

Supplies

     35,169      30,538      (4,631 )     36,528      34,548      (1,980 )

Other

     18,538      18,538      —         13,017      13,017      —    
                                            
   (Won) 338,020    (Won) 299,104    (Won) (38,916 )   (Won) 507,467    (Won) 469,664    (Won) (37,803 )
                                            

 

37


5. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):

 

     December 31, 2007     June 30, 2008  

Property and equipment, at cost

   (Won) 49,503,020     (Won) 50,532,974  

Less accumulated depreciation

     (33,998,827 )     (34,966,875 )

Less accumulated impairment loss

     (10,990 )     (9,173 )

Less contribution of construction

     (205,201 )     (214,572 )
                

Net

   (Won) 15,288,002     (Won) 15,342,354  
                

 

6. GOODWILL

Changes in goodwill and negative goodwill for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):

 

     2007 (12 months)
     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

Olive Nine

     17,755       —         (3,551 )     14,204

KTFT

     (518 )     —         518       —  

KT FDS

     —         5,772       (866 )     4,906

KTF Music

     —         11,206       —         11,206

East Telecom

     —         4,277       —         4,277
                              

Total

   (Won) 488,132     (Won) 21,255     (Won) (137,887 )   (Won) 371,500
                              
     2008 (6 months)
     January 1,
2008
    Increase     Reversal
(Amortization)
    June 30,
2008

KTF

   (Won) 325,284     (Won) —       (Won) (65,057 )   (Won) 260,227

Sidus FNH

     11,623       —         (1,935 )     9,688

Olive Nine

     14,204       —         (1,775 )     12,429

KT FDS

     4,906       —         (578 )     4,328

KTF Music

     11,206       —         (1,121 )     10,085

East Telecom

     4,277       2,851       (713 )     6,415

Nasmedia

     —         14,436       (1,183 )     13,253

Sofnics

     —         (65 )     65       —  

JungBoPremiumEdu

     —         2,182       (136 )     2,046
                              

Total

   (Won) 371,500     (Won) 19,404     (Won) (72,433 )   (Won) 318,471
                              

 

38


7. BONDS AND LONG-TERM BORROWINGS

 

  a. Bonds

Bonds as of December 31, 2007 and June 30, 2008 are summarized as follows (in thousands of U.S. dollars and millions of Japanese yen and Korean won):

 

   

December 31, 2007

Company

 

Type

  Issue date   Amount     Maturity
(Note 5)
  Interest rate
per annum
 

In foreign currency

- MTNP notes (Note 1)

  2004~2006   (Won)

USD

1,219,660

(1,300,000

 

)

  2014~2034   4.88%~6.50%

KT

 

- Other

  2007   (Won)

USD

187,640

(200,000

 

)

  2012   5.13%
 

In Korea won

  2001~2007     3,630,000     2008~2015   4.22%~7.68%

KTP

  In Korea won   2006     17,633     2008~2009   6.25%~6.32%

KTN

  In Korea won   2005~2007     15,000     2008~2010   5.29%

KTF

  In Korea won   2004~2005     1,180,000     2008~2011   4.95%~5.66%

KTR

  In Korea won   2005~2007     147,250     2008~2010   4.23%~6.85%

KT Capital

  In Korea won   2007     380,000     2008~2010   5.42%~6.44%

KTF Music (formerly, Bluecord Technology)

  Bond with warrant (Note 2)   2005     2,100     2008   7.11%

Olive Nine

  Convertible bond (Note 3)   2006     3,000     2009   10.00%

Total

  (Won) 6,782,283      

Less current portion

    (910,316 )    
               

Long-term portion

    5,871,967      

Discount on bonds

    (29,558 )    

Conversion right adjustment

    (277 )    

Repayment premium

    695      
               

Net

  (Won) 5,842,827      
               

 

39


    

June 30, 2008

Company

  

Type

   Issue date    Amount     Maturity
(Note 5)
   Interest rate
per annum

KT

  

In foreign currency

- MTNP notes (Note 1)

   2004~2006    (Won)

USD

USD

1,356,420

 (1,300,000)

(200,000)

 

 

 

  2014~2034    4.88%~6.50%
         (Won) 498,348       
  

- Other

   2007~2008    USD  (360,000)     2011~2012    1.44~5.13%
         JPY (12,500)       
  

In Korea won

   2001~2008      3,310,000     2008~2015    4.22%~7.68%

KTP

   In Korea won    2006      14,300     2008~2009    6.25%~6.66%

KTN

   In Korea won    2007      10,000     2010    5.29%

KTF

   In Korea won    2004~2008      930,000     2009~2013    4.95%~6.41%
           350,443        LIBOR(3M)
   In foreign currency    2008    USD (270,000)     2011    +1.50%~1.60%
         JPY (7,000)       

KTR

   In Korea won    2005~2008      120,833     2008~2011    4.69%~6.85%

KT

Capital

   In Korea won    2007~2008      790,000     2008~2013    5.42%~7.60%

KTF Music (formerly, Bluecord Technology)

   Bond with warrant (Note 2)    2005      2,100     2008    7.11%

Total

   (Won) 7,382,444       

Less current portion

(not including discounts on bonds of (Won)282 million and conversion right adjustment of (Won)4 million)

     (487,233 )     
                   

Long-term portion

     6,895,211       

Discount on bonds

     (34,250 )     
                   

Net

   (Won) 6,860,961       
                   
 

(Note 1)

   As of June 30, 2008, 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.

 

40


(Note 2)

 

  

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 June 30, 2008.
(Note 3)    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
   Meanwhile, the above convertible bonds were fully converted to common shares of Olive nine Co., Ltd. at a per share conversion price of (Won)1,584 for the six months ended June 30, 2008, and accordingly, the Company dose not have any convertible bonds as of June 30, 2008.

 

  b. Long-term Borrowings in Korean Won

Long-term borrowings in Korean won as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won):

 

    December 31, 2007     June 30, 2008  
    Maturity
date
  Interest rate
per annum
  Amount     Maturity
date
  Interest rate
per annum
  Amount  

Informatization Promotion Fund

  2008~2012   4.72~5.39%   (Won) 47,365     2008~2013   4.16~6.57%   (Won) 45,870  

Inter-Korean Cooperation Fund

  2026   2.00%     5,665     2026   2.00%     5,665  

Facility and working capital loans

  2008~2015   6.02~7.60%     82,356     2008~2015   6.02~7.92%     97,764  

General purpose loans

  2009~2010   5.74~6.19%     52,132     2009~2011   5.74~5.90%     41,639  

Commercial papers

  2008   6.33~6.45%     30,000     2011   6.55~6.71%     30,000  

Loans Secured by Real-estate

  —     —       —       2015   5.00%     797  
                       

Total

        217,518           221,735  

Less current portion

        (105,453 )         (84,928 )
                       

Long-term portion

        112,065           136,807  

Less present value discount

        (1,130 )         (746 )
                       

Net

      (Won) 110,935         (Won) 136,061  
                       

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.

 

41


  c. Long-term Borrowings in Foreign Currency

Long-term borrowings in foreign currency as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won, thousands of U.S. dollars and thousands of Russian rubles):

 

     December 31, 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  
                     
     June 30, 2008  
              Amount  
     Maturity date    Interest rate
per annum
  Foreign
currencies
    Korean won
equivalent
 

KTSC

   2013    LIBOR+1.70%   USD 32,000     (Won) 33,389  

KT Capital

   2010    USD LIBOR
(3M)+0.99%
  USD 21,000       21,911  

New Telephone Company, Inc.

   2009    LIBOR+3.50%   RUB 35,186       1,567  

KTF

   2010    LIBOR(3M)
+2.00%
  USD 70,000       73,038  
                     

Total

        USD 123,000    
        RUB 35,186       129,905  
                     

Less current portion

        USD (20,400 )     (21,285 )
                     

Net

        USD 102,600    
        RUB 35,186     (Won) 108,620  
                     

 

  d. Repayment Schedule

Repayment schedule of the Company’s bonds and long-term borrowings as of June 30, 2008 is as follows (in millions of Korean won):

 

      Bonds    Borrowings     

Year ending
June 30,

   In local
currency
   In foreign
currency
   Sub-total    Borrowings in
local currency
   Borrowings in
foreign currency
   Sub-total    Total

2009

   (Won) 487,233    (Won) —      (Won) 487,233    (Won) 84,928    (Won) 21,285    (Won) 106,213    (Won) 593,446

2010

     1,570,000      —        1,570,000      60,081      54,155      114,236      1,684,236

2011

     1,310,000      525,337      1,835,337      58,498      41,109      99,607      1,934,944

2012

     780,000      323,454      1,103,454      7,208      6,678      13,886      1,117,340

2013

     230,000      —        230,000      3,342      6,678      10,020      240,020

Thereafter

     800,000      1,356,420      2,156,420      7,678      —        7,678      2,164,098
                                                

Total

   (Won) 5,177,233    (Won) 2,205,211    (Won) 7,382,444    (Won) 221,735    (Won) 129,905    (Won) 351,640    (Won) 7,734,084
                                                

 

42


8. PROVISIONS

Changes in provisions for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):

 

     2007 (12 months)
     January 1,
2007
   Increase    Decrease     Other, net     December 31,
2007
           Reversal     Use      

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

Let’s 010 call bonus points (Note 5)

     24      —        —         (36 )     4,344       4,332

Sales warranty (Note 3)

     3,505      10,549      —         (8,642 )     —         5,412

Others

     778      2,902      (12 )     (621 )     26       3,073
                                            

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
                                            
     2008 (6 months)
     January 1,
2008
   Increase    Decrease     Other, net     June 30,
2008
           Reversal     Use      

Current portion:

              

Litigation (Note 1)

   (Won) 32,849    (Won) 2,017    (Won) (1 )   (Won) (17,651 )   (Won) —       (Won) 17,214

KT members points (Note 2)

     1,751      229      (1,038 )     (135 )     —         807

Call bonus points (Note 4)

     —        —        —         (2,417 )     8,011       5,594

Let’s 010 call bonus points (Note 5)

     4,332      —        —         (1,519 )     3,164       5,977

Sales warranty (Note 3)

     5,412      5,559      —         (4,539 )     —         6,432

Others

     3,073      5,698      —         (3,363 )     —         5,408
                                            

Sub total

     47,417      13,503      (1,039 )     (29,624 )     11,175       41,432
                                            

Non-current portion:

              

Call bonus points (Note 4)

     20,088      —        (3,000 )     —         (8,011 )     9,077

Let’s 010 call bonus points (Note 5)

     4,637      3,864      —         —         (3,164 )     5,337

Others

     695      114      (36 )     —         —         773
                                            

Sub total

     25,420      3,978      (3,036 )     —         (11,175 )     15,187
                                            

Total

   (Won) 72,837    (Won) 17,481    (Won) (4,075 )   (Won) (29,624 )   (Won) —       (Won) 56,619
                                            

 

(Note 1)    The amount recognized as the litigation provision is the estimate of payments required to settle the obligation.

 

43


(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.
(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.

 

44


9. TRANSACTIONS AND BALANCES WITH RELATED PARTIES

KT’s significant account balances with related parties as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):

 

Related party

  

Account

   December 31,
2007
   June 30,
2008

Subsidiary:

        

KTF

   Receivables    (Won) 47,850    (Won) 59,799
   Payables      188,701      174,160
   Key money deposits received      23,988      24,502

KTH

   Receivables      777      2,378
   Accrued expenses      12,943      10,659

KTN

   Receivables      7,351      5,391
   Payables      45,508      31,072

KTL

   Receivables      681      84
   Payables      20,408      8,618

KTFT

   Receivables      629      3,821
   Payables      13,010      11,484

KTC

   Receivables      1,844      1,845
   Payables      15,298      14,581

KTR

   Receivables      1,077      252
   Payables      58,912      56,623

Other

   Receivables      4,713      5,402
   Payables      12,252      24,087

Equity method investee:

        

Korea Digital Satellite Broadcasting Co., Ltd. (“KDB”)

   Receivables      6,944      9,108
   Payables      7,682      6,132

Korea Information Data Corp. (“KID”)

   Receivables      1,074      4,913
   Payables      15,763      12,708

Korea New Realty Development and Construction Co., Ltd. (formerly, “KT Realty Development and Management Co., Ltd.”) (“KNRDC”)

   Receivables      33      2
   Payables      11,486      2,900

Korea Information Service Corp. (“KIS”)

   Receivables      18      1,173
   Payables      12,211      9,087

Goodmorning F Co., Ltd.

   Payables      8,267      6,717

eNtoB Corp.

   Payables      17,198      10,111

Korea Seoul Contact all Co., Ltd.

   Payables      3,482      4,015

Korea Service and Communication Co., Ltd.

   Payables      2,768      3,231

Korea Call Center Co., Ltd.

   Payables      2,395      2,806

TMworld Co., Ltd.

   Payables      2,364      3,076

UMS&C

   Payables      2,582      3,120

Other

   Receivables      14      587
   Payables      1,110      3,886
                

Total

   Receivables    (Won) 73,005    (Won) 94,755
                
   Payables    (Won) 478,328    (Won) 423,575
                

 

45


Significant transactions between KT and its related parties for the six months ended June 30, 2007 and 2008 are summarized as follows (in millions of Korean won):

 

Related party

  

Transactions

  

Account

   2007
(6 months)
   2008
(6 months)

Subsidiary:

           

KTF

   Leased line charges and other    Operating revenue    (Won) 227,839    (Won) 227,289
   Purchase of PCS networks and other    Operating expense      377,058      385,183
   Interest income    Non-operating revenue      127      —  

KTH

   Leased line charges and other    Operating revenue      2,214      4,922
   Commission and other    Operating expense      17,369      20,381

KTN

   Leased line charges and other    Operating revenue      18,648      14,983
   Cost of system integration (“SI”), network integration business and other    Operating expense      62,762      67,341

KTL

   Leased line charges and other    Operating revenue      872      630
   Commissions and other    Operating expense      43,223      36,079

KTFT

   Telecommunication revenue and other    Operating revenue      1,550      975
   Cost of goods sold and other    Operating expense      56,834      35,232

KTC

   Telecommunication revenue and other    Operating revenue      601      608
   Commissions and other    Operating expense      12,789      13,570

KTR

   Telecommunication revenue and other    Operating revenue      205      922
   Commissions and other    Operating expense      19,170      22,700

Other

   Telecommunication revenue and other    Operating revenue      13,295      10,165
   Commissions and other    Operating expense      9,754      12,706

Equity method investee:

           

KDB

   SI revenue and other    Operating revenue      41,968      28,168
   Commission and other    Operating expense      2,595      1,060

KID

   Rent and other    Operating revenue      5,984      13,704
   Commission and other    Operating expense      45,068      47,472

Goodmorning F Co., Ltd.

   Telecommunication revenue and other    Operating revenue      242      262
   Commission and other    Operating expense      18,406      18,789

KNRDC

   Telecommunication revenue and other    Operating revenue      316      318
   Commission and other    Operating expense      18,220      7,040

KIS

   Telecommunication revenue and other    Operating revenue      10,026      9,900
   Commission and other    Operating expense      40,713      30,236

eNtoB Corp.

   Commission and other    Operating expense      58,796      64,369

Korea Seoul Contact all Co., Ltd.

   Commission and other    Operating expense      17,330      20,686

Korea Service and Communication Co., Ltd.

   Commission and other    Operating expense      16,297      15,890

Korea Call Center Co., Ltd.

   Commission and other    Operating expense      13,302      14,413

TMworld Co., Ltd.

   Commission and other    Operating expense      13,087      14,225

UMS&C

   Commission and other    Operating expense      12,374      11,620

Other

   Telecommunication revenue and other    Operating revenue      445      3,882
   Commission and other    Operating expense      1,352      145,436
                   

Total

      Revenues    (Won) 324,332    (Won) 316,728
                   
      Expenses    (Won) 856,499    (Won) 984,428
                   

 

46


Compensation to KT’s key management personnel for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007
(6 months)
   2008
(6 months)
  

Description

Share-based payment

   (Won) 536    (Won) 710   

Stock grants and others

Other Benefits

     9,846      9,018    Salaries, bonuses and other allowances, retirement benefits, medical benefits and other
                

Total

   (Won) 10,382    (Won) 9,728   
                

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, 2007 and June 30, 2008 are as follows (in millions of Korea won):

 

Creditor

  

Debtor

  

Account

   December 31,
2007
   June 30,
2008

KTFT

   KTF   

Accounts receivable - trade

   (Won) 92,269    (Won) 123,254

KTR

   KTP   

Long-term accounts receivable - trade and others

     31,303      30,370

KTF

   KTF M&S   

Accounts receivable - trade

     761      54,035

Other

           34,305      37,831
                   

Total

         (Won) 158,638    (Won) 245,490
                   

Significant transactions amongst subsidiaries for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korea won):

 

Seller

  

Purchaser

   2007
(6 months)
   2008
(6 months)

KTFT

   KTF    (Won) 189,835    (Won) 196,825

KTR

   KTP      7,609      1,579

KTF M&S

   KTF      1,445      149,762

Other

        99,717      239,876
                

Total

      (Won) 298,606    (Won) 588,042
                

As of June 30, 2008, the Company has provided guarantees for related parties as follows (in millions of Korean won):

 

Guarantor

 

Guarantee

 

Description

 

Amount

KTN

  KTR   Guarantee for loan   (Won)40,833

 

47


10. COMMON STOCK AND CAPITAL SURPLUS

As of June 30, 2008, the Company’s number of shares authorized are 1,000,000,000 shares with par value of (Won)5,000 per share.

As of December 31, 2007 and June 30, 2008, the number of shares issued by the Company are 275,202,400 shares, and the common stock amounted to (Won)1,560,998 million. As allowed by the Korean Securities Exchange Law, the Company retired 36,997,259 treasury stocks through December 31, 2007 and June 30, 2008 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, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):

 

     December 31, 2007     June 30, 2008  

Paid-in capital in excess of par value

   (Won) 1,440,258     (Won) 1,440,258  

Acquisition of additional equity interest in consolidated subsidiaries

     (277,236 )     (278,180 )

Others (Note)

     109,612       96,314  
                

Total

   (Won) 1,272,634     (Won) 1,258,392  
                

 

(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.

 

11. COMPREHENSIVE INCOME

Comprehensive income for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

Description

   2007
(6 months)
    2008
(6 months)
 

Net income

   (Won) 665,836     (Won) 303,858  

A change in accounting policy

     —         3,852  

Other comprehensive income:

    

Gain on translation of foreign operations
(Tax effect: nil in 2007 and (Won)(5,412) million in 2008)

     3,430       30,351  

Unrealized gain on available-for-sale securities
(Tax effect: (Won)(935) million in 2007 and (Won)2,841 million in 2008)

     (1,628 )     (8,459 )

Unrealized gain on valuation of derivatives
(Tax effect: nil in 2007 and (Won)(3,324) million in 2008)

     —         8,765  

Unrealized loss on valuation of derivatives
(Tax effect: nil in 2007 and (Won)386 million in 2008)

     —         (1,018 )

Increase(decrease) in equity of associates
(Tax effect: (Won)(420) million in 2007 and (Won)(2,230) million in 2008)

     (7,807 )     7,609  
                   

Comprehensive income

   (Won) 659,831     (Won) 344,958  
                   

Attributable to :

   Equity holders of the parent    (Won) 590,509     (Won) 347,335  
   Minority interest      69,322       (2,377 )
                   
      (Won) 659,831     (Won) 344,958  
                   

 

48


12. 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%

 

49


Of total compensation costs calculated using the fair value method, the compensation costs recognized through June 30, 2008 is 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 )     —         (531 )     —         (8,880 )
                                                

Compensation costs to be recognized

     —         —         —         —         —         —    
                                                

Details of other share-based payment (stock grants) to directors including chief executive officer from 2007 are as follows:

 

    

1st grant

    

2nd grant

Grant date

   March 29, 2007      March 27, 2008

Grantee

   Registered directors      Registered directors

Estimated number of shares granted

   23,925 shares      29,481 shares

Vesting conditions

  

Service condition: one year

Non-market performance condition: achievement of performance

    

Service condition: one year

Non-market performance condition: achievement of performance

Fair value per option (in Korean won)

   (Won)42,706      (Won)48,160

Total compensation costs (in Korean won)

   (Won)1,022 million      (Won)1,420 million

Estimated exercise date (exercise date)

   March 27, 2008      March 27, 2009

Valuation method

   Fair value method      Fair value method

Above compensation costs were calculated based on the fair value method and charged to current operations through June 30, 2008 as follows (in millions of Korean won):

 

     1st grant     2nd grant  

Total compensation costs

   (Won) 1,022     (Won) 1,420  

Compensation costs recognized in prior periods

     (1,022 )     —    

Compensation costs to be reflected in the current period

     —         1,420  

Compensation costs recognized in the current period

     —         (710 )
                

Compensation costs to be recognized after the current period

   (Won) —       (Won) 710  
                

 

50


13. TREASURY STOCK

Changes in KT’s treasury stock for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won except for share data):

 

      2007 (12 months)
     January 1, 2007    Increase    Disposal     Retirement     December 31, 2007
     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
                                                               
     2008 (6 months)
     January 1, 2008    Increase    Disposal     Retirement     June 30, 2008
     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

   70,256,407    (Won) 3,732,977    280,000    (Won) 12,566    (15,173 )   (Won) (806 )   —       (Won) —       70,521,234    (Won) 3,744,737

Indirect purchase through trust agreement and other

   1,259,170      92,711    —        —      —         —       —         —       1,259,170      92,711
                                                               
   71,515,577    (Won) 3,825,688    280,000    (Won) 12,566    (15,173 )   (Won) (806 )   —       (Won) —       71,780,404    (Won) 3,837,448
                                                               

Treasury stocks disposed of for the year ended December 31, 2007 and the six months ended June 30, 2008 and the remaining balance as of June 30, 2008 have been and is expected to be used for the stock compensation to the Company’s directors and employees and other.

 

14. OPERATING REVENUES

Operating revenues for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007 (6 months)    2008 (6 months)

Internet services

   (Won) 1,256,256    (Won) 1,315,100

Data communication services

     631,880      644,633

Telephone services

     2,805,674      2,670,470

PCS services

     2,852,593      3,098,198

PCS handsets sales

     1,205,194      1,669,511

Other

     500,792      659,958
             

Total

   (Won) 9,252,389    (Won) 10,057,870
             

 

51


15. OPERATING EXPENSES

Operating expenses for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007 (6 months)     2008 (6 months)  

Salaries and wages

   (Won) 1,075,566     (Won) 1,131,125  

Share-based payment

     739       1,236  

Provision for severance indemnities

     185,700       177,018  

Employee welfare

     259,831       266,401  

Travel

     20,083       16,808  

Communications

     35,546       29,710  

Electric and water charges

     109,879       116,938  

Taxes and dues

     98,471       101,783  

Supplies

     18,689       19,747  

Publications

     2,356       2,488  

Rent

     99,490       116,970  

Depreciation

     1,489,191       1,483,577  

Amortization

     206,574       205,432  

Repairs

     197,924       91,842  

Maintenance

     75,802       187,811  

Automobile maintenance

     14,327       17,613  

Insurance

     10,657       15,533  

Commissions

     548,507       717,669  

Facilitation

     2,971       5,872  

Advertising

     131,573       120,601  

Education and training

     20,423       17,237  

Praise and reward

     3,478       5,347  

Research

     99,202       106,698  

Development

     22,675       22,206  

Interconnection charges

     575,521       624,153  

Cost of services

     341,532       234,047  

International settlement payment

     92,247       130,608  

Cost of goods sold

     1,014,362       1,493,276  

Promotion

     316,484       584,379  

Sales commission

     1,007,503       1,237,565  

Provision for doubtful accounts

     53,883       65,447  

Other

     56,512       40,725  
                

Sub-total

     8,187,698       9,387,862  

Less : transfer to other accounts

     (21,292 )     (19,193 )
                
   (Won) 8,166,406     (Won) 9,368,669  
                

 

16. INCOME PER SHARE

The Company’s net income per share for the six months ended June 30, 2007 and 2008 are computed as follows (in millions of Korean won, except for per share data):

 

  a. Basic Income Per Share From Continuing Operations

 

     2007 (6 months)    2008 (6 months)

Net income from continuing operations

   (Won) 596,108    (Won) 314,605

Weighted average number of common stock outstanding

     207,956,184      203,689,881
             

Basic income per share from continuing operations (in Korean won)

   (Won) 2,867    (Won) 1,545
             

 

52


  b. Basic Income Per Share From Discontinuing Operations

 

     2007 (6 months)    2008 (6 months)

Net income from discontinuing operations

   (Won) 317    (Won) —  

Weighted average number of common stock outstanding

     207,956,184      203,689,881
             

Basic income per share from discontinuing operations (in Korean won)

   (Won) 1    (Won) —  
             

 

  c. Basic Net Income Per Share

 

     2007 (6 months)    2008 (6 months)

Net income

   (Won) 596,425    (Won) 314,605

Weighted average number of common stock outstanding

     207,956,184      203,689,881
             

Basic net income per share (in Korean won)

   (Won) 2,868    (Won) 1,545
             

 

  d. Diluted Income Per Share From Continuing Operations

 

     2007 (6 months)    2008 (6 months)

Net income from continuing operations

   (Won) 596,108    (Won) 314,605

Adjusted income from continuing operations

     596,108      314,605

Weighted average number of common stock outstanding

     207,956,184      203,689,881

Number of shares with dilutive effects (Note)

     —        —  
             

Diluted income per share from continuing operations (in Korean won)

   (Won) 2,867    (Won) 1,545
             

 

  e. Diluted Income Per Share From Discontinuing Operations

 

     2007 (6 months)    2008 (6 months)

Net income from discontinuing operations

   (Won) 317    (Won) —  

Adjusted income from discontinuing operations

     317      —  

Weighted average number of common stock outstanding

     207,956,184      203,689,881

Number of shares with dilutive effects (Note)

     —        —  
             

Diluted income per share from discontinuing operations (in Korean won)

   (Won) 1    (Won) —  
             

 

53


  f. Diluted Net Income Per Share

 

     2007 (6 months)    2008 (6 months)

Net income

   (Won) 596,425    (Won) 314,605

Adjusted net income

     596,425      314,605

Weighted average number of common stock outstanding

     207,956,184      203,689,881

Number of shares with dilutive effects (Note)

     —        —  
             

Diluted net income per share (in Korean won)

   (Won) 2,868    (Won) 1,545
             

For the purpose of calculating diluted income per share, 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. Stock options and other 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 and June 30, 2008 are as follows:

 

                        Common shares to be
issued
     Par value   Issue date    Maturity date   

Exercisable Period

   December 31,
2007
   June 30,
2008

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    371,632

Stock option

   (Note 2)   September 16,
2003
   September 16,
2010
   From 2 years after grant date till maturity date    3,000    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    43,153

Other share-based payment

   (Note 4)   March 29,
2007
   March 27,
2008
   On maturity date, subject to the resolution of board of directors    23,925    —  

Other share-based payment

   (Note 4)   March 27,
2008
   March 27,
2009
   On maturity date, subject to the resolution of board of directors    —      29,481
                    

Total

              441,710    447,266
                    
 
(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

 

54


17. 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 June 30, 2008, 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)58,426 million (121 cases) as of June 30, 2008. The Company accrued (Won)17,214 million as provisions related to the litigation as of June 30, 2008. However, the final result of this litigation cannot be presently determined.

 

  b. Commitments with Financial Institutions

As of June 30, 2008, 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) 1,020,900    KT, TSC, KT Capital, KTF and KTR

Commercial paper issuance

     321,000    KT, TSC and KT Capital

Collateralized loan on accounts receivable - trade

     700,000    KT

Note discount

     10,000    KTL

Working capital loans

     1,000    KTSC and Nasmedia
   USD 7,000   

Letters of credit

   USD 95,000    KT, KTP, KTSC, KTR and KT Capital

Collection for foreign currency denominated checks

   USD 1,000    KT

Foreign currency guarantee

   USD 1,075    KTSC
         

Total

   (Won) 2,052,900   
   USD  104,075   
         

As of June 30, 2008, the Company has construction performance guarantee agreements with Korea Software Financial Cooperative and other four financial institutions with guarantee limits of USD 2,885 thousand, SAR (Saudi Arabia Riyal) 735 thousand and (Won)192,880 million.

Loss on sale of accounts receivable from the transfer of those receivables amounted to (Won)341 million for the six months June 30, 2008, and accounts receivable sold but not matured as of June 30, 2008 are (Won)19,838 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.

 

55


  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.

 

  e. Payment of a Handset Subsidy to PCS or WiBro Users

According to the provisions of the Telecommunications Business Law (“TBL”), the Company has provided a one time handset subsidy to eligible mobile phone users, who have subscribed to the Company’s service or any other mobile carriers for 18 consecutive months, within the next two years from March 27, 2006 to March 26, 2008.

Above handset subsidy program was terminated effective March 27, 2008, however the Company currently provides a variety of handset subsidy programs to PCS or WiBro subscribers according to its operation policy and sets forth the programs in details in the service agreement. The handset subsidy provided by the Company is expensed as incurred.

 

18. DERIVATIVES

For the year ended December 31, 2007 and the six months ended June 30, 2008, the Company entered into various derivatives contracts with financial institutions. Details of these derivative contracts are as follows:

 

Type of transaction

  

Transaction parties

  

Description

Interest rate swap

   Merrill Lynch and others    Exchange fixed interest rate for variable interest rate for a specified period

Currency swap

   Merrill Lynch 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

Futures synthetic

   Kookmin Bank    Futures contract that is similar to currency future has the characteristics of call and put options.

Put option

   PT.Mobile-8    A contract giving the right to sell an underlying security at a specified price

 

56


The assets and liabilities recorded relating to the outstanding contracts as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won and thousands of U.S. dollars):

 

     December 31, 2007
          Fair value

Type of transaction

   Contract
amount
   Assets
(Current)
   Assets
(Non-Current)
   Liabilities
(Current)

Interest rate swap

   (Won) 486,540         
   USD  100,000    (Won) 493    (Won) —      (Won) 3,944

Currency swap (Note)

   USD 220,000      —        1,710      2,833

Combined interest rate currency swap

   USD 715,165      105      —        125,548

Currency forward

   JPY 325,000      98      —        —  

Put option

     —        —        1,971      —  
                           

Total

   (Won) 486,540         
   USD  1,035,165         
   JPY 325,000    (Won) 696    (Won) 3,681    (Won) 132,325
                           
     June 30, 2008
          Fair value

Type of transaction

   Contract
Amount
   Assets
(Current)
   Assets
(Non-current)
   Liabilities
(Current )

Interest rate swap

   (Won) 316,540         
   USD  100,000    (Won) 2,230    (Won) 295    (Won) 5,460

Currency swap (Note)

   USD 220,000      23      23,307      —  

Combined interest rate currency swap (Note)

   USD 1,215,165      1,720      55,420      66,923
   JPY 19,500,000         

Currency forward

   JPY 325,000      557      —        —  

Put Option

     —        8,160      —        —  
                           

Total

   (Won) 316,540         
   USD 1,535,165         
   JPY 19,825,000    (Won) 12,690    (Won) 79,022    (Won) 72,383
                           
 
(Note)    Details of the currency swap and combined interest rate currency swap contracts to which cash flow hedge accounting is applied as of December 31, 2007 and June 30, 2008 are as follows (in thousands of U.S. dollars and Japanese yen and millions of Korean won):

 

57


                     Fair value (Non-current)

Type of transaction

  

Contract date

  

Maturity date

   Contract
amount
   December 31,
2007
   June 30,
2008

Currency swap

   April 4, 2007    April 11, 2012    USD 200,000    (Won) 1,170    (Won) 23,307
   January 4, 2008    January 11, 2011    JPY 12,500,000      —        14,223
   March 20, 2008    March 31, 2011    USD 50,000      —        3,456
   March 20, 2008    March 31, 2012    USD 110,000      —        8,323
   February 12, 2008    February 25, 2011    USD 70,000      —        7,717
   February 13, 2008    February 25, 2011    USD 35,000      —        3,919
   February 13, 2008    February 25, 2011    USD 30,000      —        3,183

Combined interest rate currency swap

   February 14, 2008    February 25, 2011    USD 20,000      —        2,313
   February 14, 2008    February 25, 2011    USD 20,000      —        2,334
   March 3, 2008    December 13, 2010    USD 70,000      —        8,107
   April 18, 2008    April 28, 2011    JPY 4,000,000      —        458
   April 21, 2008    April 28, 2011    JPY 3,000,000      —        990
   June 11, 2008    June 20, 2011    USD 50,000      —        88
   June 11, 2008    June 20, 2011    USD 15,000      —        34
   June 13, 2008    June 20, 2011    USD 30,000      —        275
                          

Total

         USD

JPY

700,000

19,500,000

   (Won) 1,170    (Won) 78,727
                          

Above foreign currency swap contracts are to hedge the risk of variability of future cash flows from fixed (variable) rate foreign currency bonds and as of June 30, 2008, the gain and loss on valuation of the swap contract amounting to (Won)10,788 million and (Won)1,018 million, net of income tax effect, are included in accumulated other comprehensive income and minority interests and for the six months ended June 30, 2008 the gain on valuation of the swap contract totaling (Won)66,331 million is recognized in current operations as a result of foreign currency translation gain from foreign currency bonds. In applying cash flow hedge accounting, the Company hedges its exposures to cash flow fluctuation until April 11, 2012. Approximately (Won)3,946 million of net derivative gain included in accumulated other comprehensive income at June 30, 2008 is expected to be reclassified into current operations within 12 months from that date.

 

58


The valuation gains and losses on the derivative contracts for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

      2007 (6 months)
     Valuation gain    Valuation loss

Type of transaction

   For trading    For hedging    Total    For trading    For hedging    Total

Interest rate swap

   (Won) 2,316    (Won) —      (Won) 2,316    (Won) 2,717    (Won) —      (Won) 2,717

Currency swap

     —        —        —        3,848      —        3,848

Combined interest rate currency swap

     4,468      —        4,468      1,051      —        1,051

Put option

     304      —        304      —        —        —  
                                         

Total

   (Won) 7,088    (Won) —      (Won) 7,088    (Won) 7,616    (Won) —      (Won) 7,616
                                         

 

      2008 (6 months)
      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) 864    (Won) —      (Won) 864    (Won) 2,115    (Won) —      (Won) 2,115    (Won) —  

Currency swap

     2,856      21,040      23,896      —        —        —        557

Combined interest rate currency swap

     61,970      45,291      107,261      —        —        —        10,128

Currency forwards

     459      —        459      —        —        —        —  

Put option

     6,189      —        6,189            
                                                

Total

   (Won) 72,338    (Won) 66,331    (Won) 138,669    (Won) 2,115    (Won) —      (Won) 2,115    (Won) 10,685
                                                
 
(Note)   The amounts are before adjustment of deferred income tax, which shall be directly reflected to equity, are included in equity.

 

59


19. 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
     December 31,
2007
   June 30,
2008
   December 31,
2007
   June 30,
2008

Entity

           

Listed :

           

Olivenine

   19.2    19.5    (Won) 21,431    (Won) 21,680

KTSC

   36.9    36.9    (Won) 12,338    (Won) 12,391

KTF music (formerly, “Bluecord Technology”

   35.3    35.3    (Won) 19,526    (Won) 19,605

Unlisted :

           

KTP

   44.9    44.9    (Won) 28,848    (Won) 30,932

SFNH BF-(1)

   43.3    43.3    (Won) 12,978    (Won) 13,038

Doremi Media

   —      —        —        —  

The quoted market values (based on closing KOSDAQ prices) of Olivenine, KTF music and KTSC shares held by the Company is (Won)12,904 million, (Won)17,069 million and (Won)12,451 million as of June 30, 2008, respectively.

As discussed at Note 19 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.

After acquisition, KTF purchased 12,777,510 shares and retired 8,486,000 shares of treasury stock through June 30, 2008. Due to this purchase and retirement of treasury stock by KTF, the percentage of ownership of KTF is 54.2% as of June 30, 2008 and the Company recognized additional goodwill accounting to (Won)65,184 million.

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 35.7% and 15.3% by KT and KTF, respectively, was consolidated.

 

60


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, 2007 and June 30, 2008 and for the six months ended June 30, 2007 and 2008 (in millions of Korean won):

 

     December 31, 2007     June 30, 2008  

Current assets

   (Won) 169,535     (Won) 178,637  

Non-current assets

     179,439       198,862  
                

Total assets

     348,974       377,499  
                

Current liabilities

     115,068       117,531  

Non-current liabilities

     33,817       53,493  
                

Total liabilities

     148,885       171,024  
                

Net assets

   (Won) 200,089     (Won) 206,475  
                
     2007 (6 months)     2008 (6 months)  

Operating revenues

   (Won) 82,542     (Won) 135,559  

Operating income

   (Won) 4,787     (Won) 8,573  

Net earnings

   (Won) 4,902     (Won) 3,920  
     2007 (6 months)     2008 (6 months)  

Net cash provided by operating activities

   (Won) 123     (Won) 6,937  

Net cash used in investing activities

     2,155       (48,735 )

Net cash used in financing activities

     (10,217 )     16,791  
                

Net increase (decrease) in cash and cash equivalents

     (7,939 )     (25,007 )

Cash and cash equivalents at beginning of the year

     69,425       47,185  
                

Cash and cash equivalents at end of the year

   (Won) 61,486     (Won) 22,178  
                

 

  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.

 

61


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, 2007 and June 30, 2008 is as follows (in millions of Korean won):

 

     December 31, 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
                           
     June 30, 2008
     Cost or
amortized cost
   Gross
unrealized
holding gains
   Gross
unrealized
holding losses
   Fair value

Equity securities (available-for-sale)

   (Won) 25,072    (Won) 12,947    (Won) 5,102    (Won) 32,917

Debt securities (available-for-sale)

     3,152      299      —        3,451
                           
   (Won) 28,224    (Won) 13,246    (Won) 5,102    (Won) 36,368
                           

The proceeds from sales of available-for-sale securities were (Won)682,130 million and (Won)2,663 million for the six months ended June 30, 2007 and 2008, respectively. The realized gains on those sales were (Won)3,430 million and (Won)2,146 million for the six months ended June 30, 2007 and 2008, respectively. The average-cost method is used to calculate gains or losses from the sale of available-for-sale securities.

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. However, there were no subsequent recoveries of impaired available-for-sale securities for the six months ended June 30, 2007 and 2008, respectively.

 

62


  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, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):

 

Balance as of January 1, 2007

   (Won) 507,811

Goodwill acquired during the period

     18,745
      

Balance as of December 31, 2007

     526,556

Goodwill acquired during the period

     23,227
      

Balance as of June 30, 2008

   (Won) 549,783
      

 

  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.

 

63


  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, 2007 and June 30, 2008 relate to differences in accounting for frequency usage rights held by KTF.

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 year ended December 31, 2007 and the six months ended June 30, 2008.

 

64


Identifiable intangible assets determined in accordance with U.S. GAAP as of December 31, 2007 and June 30, 2008 are presented below (in millions of Korea won):

 

     December 31, 2007
     Gross carrying
amount
   Accumulated
amortization
   Net amount

Amortized intangible assets:

        

Internal-use software

   (Won) 775,845    (Won) 464,290    (Won) 311,555

Frequency usage rights

     1,465,990      460,757      1,005,233

Buildings and facility utilization rights

     126,742      73,437      53,305

Other

     307,372      196,180      111,192
                    

Total

   (Won) 2,675,949    (Won) 1,194,664    (Won) 1,481,285
                    
     June 30, 2008
     Gross carrying
amount
   Accumulated
amortization
   Net amount

Amortized intangible assets:

        

Internal-use software

   (Won) 800,351    (Won) 522,890    (Won) 277,461

Frequency usage rights

     1,465,990      527,556      938,434

Buildings and facility utilization rights

     127,416      76,718      50,698

Other

     320,181      202,167      118,014
                    

Total

   (Won) 2,713,938    (Won) 1,329,331    (Won) 1,384,607
                    

Amortization expense:

        

For the six months ended June 30, 2007

         (Won)  98,663 million

For the six months ended June 30, 2008

           150,028 million

Estimated amortization expense:

 

Year ending June 30,

    

2009

   (Won) 311,444

2010

     297,138

2011

     150,898

2012

     141,553

2013

     117,115

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.

 

65


  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.

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

 

66


  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 six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007
(6 months)
   2008
(6 months)

Total interest costs incurred

   (Won) 258,542    (Won) 214,820

Interest capitalized

     5,934      9,158
             

Amounts charged to expense

   (Won) 252,608    (Won) 205,662
             

 

  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”.

 

67


  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 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.

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.

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 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.

 

68


  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. 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 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, 2007 and June 30, 2008.

 

  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.

 

69


  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 June 30, 2008, in terms of disclosure of comprehensive income and its components.

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 six months ended June 30, 2007 and 2008 and accumulated other comprehensive income balances as of June 30, 2007 and 2008 are summarized as follows (in millions of Korean won):

 

     2007
(6 months)
    2008
(6 months)
 

Net earnings as adjusted in accordance with U.S. GAAP

   (Won) 640,668     (Won) 385,431  

Other comprehensive income, net of tax :

    

Foreign currency translation adjustments

     2,620       20,894  

Unrealized gains on investments :

    

Unrealized holding gains, net of tax of ((Won)4,264) million and (Won)2,838 million in 2007 and 2008, respectively

     (11,242 )     7,482  

Less : reclassification adjustment for gains (losses) realized in net earning due to disposal, net of tax of (Won)1,119 million and ((Won)493) million in 2007 and 2008, respectively

     2,951       (1,300 )

Unrealized gains on valuation of derivatives, net of tax of (Won)- million and (Won)2,383 million in 2007 and 2008, respectively

     —         6,283  
                

Comprehensive income as adjusted in accordance with U.S. GAAP

   (Won) 634,997     (Won) 418,790  
                

Accumulated other comprehensive income (loss) balances :

    

Foreign currency translation adjustments

   (Won) (14,255 )   (Won) 23,314  

Unrealized gains on investments

     61,838       81,657  

Unrealized gains on valuation of derivatives

     —         8,307  
                
   (Won) 47,583     (Won) 113,278  
                

 

70


  q. Statements of Cash Flows

Statements of cash flows under Korean GAAP include the cash flows of KTP, KTSC, SFNH BF-(1), Olivenine, KTF Music 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 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.

 

  (ii) 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.

 

71


  (iii) 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.

 

  (iv) 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.”

 

  (v) 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.

 

  s. U.S. GAAP Reconciliations

The effects of the significant adjustments to net earnings for the six months ended June 30, 2007 and 2008 and stockholders’ equity as of December 31, 2007 and June 30, 2008 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
   2007
(6 months)
    2008
(6 months)
 

Net income (attributable to equity holders of the parent) in accordance with Korean GAAP

      (Won) 596,425     (Won) 314,605  

Adjustments:

       

Equity in income of associates:

       

Reversal of goodwill amortization

   19.c      133,103       81,746  

Additional acquisitions of equity investees

   19.e      (7,370 )     1,848  

Intangible assets

   19.f      (3,150 )     (6,832 )

Property and equipment

   19.g      (142,992 )     (64,087 )

Interest capitalization (including related depreciation), net

   19.h      658       1,113  

Capitalized foreign exchange transactions, net

   19.h      1,835       446  

Service installation fees

   19.i      (2,295 )     (24,960 )

Deferred income tax - methodology difference

   19.j      (19,152 )     8,519  

Deferred income tax effects of U.S. GAAP adjustments

   19.j      35,749       15,212  

Miscellaneous accounts

   19.j      39,075       43,566  

Minority interest income

   19.m      8,782       14,255  
                   
        44,243       70,826  
                   

Net earnings as adjusted in accordance with U.S. GAAP

      (Won) 640,668     (Won) 385,431  
                   

 

72


The following table sets forth the computation of basic and diluted earnings per share for the six months ended June 30, 2007 and 2008:

 

    2007
(6 months)
  2008
(6 months)
    Diluted   Basic   Diluted   Basic

CONSOLIDATED

       

Earnings from continuing operations

  (Won) 640,351   (Won) 640,351   (Won) 385,431   (Won) 385,431

Earnings from discontinuing operations

    317     317     —       —  
                       

Net earnings available

    640,668     640,668     385,431     385,431
                       

AVERAGE EQUIVALENT SHARES

       

Shares of common stock outstanding

    207,956,184     207,956,184     203,689,881     203,689,881

Dilutive effect of convertible notes

    —       —       —       —  
                       

Total average equivalent shares

    207,956,184     207,956,184     203,689,881     203,689,881
                       

PER SHARE AMOUNTS

       

Earnings from continuing operations

  (Won) 3,079   (Won) 3,079   (Won) 1,892   (Won) 1,892

Earnings from discontinuing operations

    2     2     —       —  
                       

Net earnings per share

  (Won) 3,081   (Won) 3,081   (Won) 1,892   (Won) 1,892
                       

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.

 

     Note
reference
   December 31,
2007
    June 30,
2008
 

Stockholders’ equity in accordance with Korean GAAP

      (Won) 11,137,766     (Won) 10,970,237  

Adjustments:

       

Goodwill impairment

   19.c      (12,947 )     (12,947 )

Equity in earnings of equity method affiliates:

       

Reversal of goodwill amortization

   19.c      846,305       928,051  

Impairment loss relating to equity investee

   19.c      (1,462,443 )     (1,462,443 )

Additional acquisitions of equity investees

   19.e      766,291       782,305  

Different useful life of intangibles

   19.f      111,631       111,631  

Intangible assets

   19.f      53,010       46,178  

Accumulated depreciation

   19.g      (510,021 )     (574,108 )

Interest capitalization, net

   19.h      67,822       68,935  

Capitalized foreign exchange transactions, net

   19.h      (3,896 )     (3,450 )

Service installation fees

   19.i      (481,618 )     (506,578 )

Deferred tax - methodology difference

   19.j      28,518       39,818  

Deferred tax effects of U.S. GAAP adjustments

   19.j      226,605       241,817  

Miscellaneous accounts

   19.j      (44,704 )     (1,138 )

Minority interest

   19.m      (2,283,928 )     (2,188,504 )
                   
        (2,699,375 )     (2,530,433 )
                   

Stockholders’ equity as adjusted in accordance with U.S. GAAP

      (Won) 8,438,391     (Won) 8,439,804  
                   

 

73


  t. Condensed Consolidated U.S. GAAP Financial Information

Condensed consolidated balance sheets in accordance with U.S. GAAP as of December 31, 2007 and June 30, 2008 are presented as follows (in millions of Korean won):

 

     December 31,
2007
   June 30,
2008

Current assets

     

Accounts receivable–trade

   (Won) 2,510,955    (Won) 2,894,835

Other current assets

     2,974,231      3,013,219
             

Total current assets

     5,485,186      5,908,054
             

Investments

     413,012      554,413

Property and equipment, net

     14,670,821      14,641,825

Goodwill

     557,119      600,349

Other assets

     2,897,283      3,155,059
             

Total assets

   (Won) 24,023,421    (Won) 24,859,700
             

Current liabilities

     

Accounts payable–trade

   (Won) 1,009,032    (Won) 1,206,408

Other current liabilities

     4,144,455      3,875,884
             

Total current liabilities

     5,153,487      5,082,292
             

Long-term debt, excluding current portion

     5,970,098      7,076,718

Other long-term liabilities

     2,310,831      2,209,370
             

Total liabilities

     13,434,416      14,368,380
             

Minority interest in consolidated subsidiaries

     2,150,614      2,051,516
             

Stockholders’ equity

     8,438,391      8,439,804
             

Total liabilities, minority interest and stockholders’ equity

   (Won) 24,023,421    (Won) 24,859,700
             

Changes in consolidated stockholders’ equity in accordance with U.S. GAAP for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007 (6 months)     2008 (6 months)  

Beginning of the period

   (Won) 8,037,993     (Won) 8,438,391  

Net earnings

     640,668       385,431  

Foreign currency translation adjustments

     2,620       20,894  

Unrealized gains on investments, net of tax

     (8,291 )     6,182  

Sale (purchase) of treasury stock, net

     (84,120 )     (11,904 )

Dividends

     (416,191 )     (407,374 )

Adoption of FIN 48

     (58,669 )     —    

Other, net of tax

     1,436       8,184  
                

End of the period

   (Won) 8,115,446     (Won) 8,439,804  
                

 

74


Condensed consolidated statements of cash flows in accordance with U.S. GAAP for the six months ended June 30, 2007 and 2008, respectively, are set out below (in millions of Korean won):

 

     2007 (6 months)     2008 (6 months)  

CASH FLOWS FROM OPERATING ACTIVITIES :

    

Net income

   (Won) 640,668     (Won) 385,431  

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     1,741,837       1,703,981  

Provision for doubtful accounts

     53,621       64,468  

Loss on disposal of property and equipment, net

     22,073       28,172  

Equity in income of associates, net

     (101,153 )     (120,703 )

Deferred income tax benefit

     (58,723 )     (130,439 )

Gain on disposal of available-for-sale securities, net

     (3,581 )     (3,425 )

Foreign currency translation gain (loss), net

     (4,813 )     207,419  

Gain (loss) on settlement and valuation of derivatives, net

     1,881       (136,770 )

Minority interest in earnings (losses) of consolidated subsidiaries

     59,533       (26,670 )

Changes in assets and liabilities related to operating activities:

    

Notes and accounts receivable

     (40,483 )     (544,103 )

Inventories

     (76,108 )     (174,650 )

Advance payments

     (12,354 )     (15,484 )

Notes and long-term accounts receivable

     (2,669 )     (230,019 )

Accounts payable

     61,246       238,195  

Advance receipts

     66,589       8,705  

Income taxes payable

     81,111       (133,124 )

Prepaid expenses

     (51,887 )     (81,387 )

Withholdings

     14,360       19,329  

Accrued expenses

     178,125       195,844  

Refundable deposits for telephone installation

     (29,923 )     (28,005 )

Payment of severance indemnities

     126,811       83,637  

Deposits for severance indemnities

     (75,106 )     (50,626 )

Other, net

     (71,427 )     (104,562 )
                

Net Cash Provided by Used in Operating Activities

     2,519,628       1,155,214  
                

CASH FLOWS FROM INVESTING ACTIVITIES :

    

Acquisition of property and equipment

     (1,525,250 )     (1,617,596 )

Disposal of property and equipment

     49,622       28,978  

Decrease (increase) in short-term investments, net

     (14,078 )     158,075  

Disposal of available-for-sale securities

     682,130       2,663  

Decrease in equity method investment securities

     989       1,047  

Collection of held-to-maturity securities

     3       —    

Acquisition of available-for-sale securities

     (574,171 )     (23,740 )

Acquisition of equity method investment securities

     (1,000 )     (118,923 )

Acquisition of held-to-maturity securities

     (6 )     (8,000 )

Acquisition of assets and liabilities of consolidated subsidiaries

     (7,552 )     (6,394 )

Other, net

     (268,787 )     (78,751 )
                

Net Cash Provided by Used in Investing Activities

     (1,658,100 )     (1,662,641 )
                

CASH FLOWS FROM FINANCING ACTIVITIES :

    

Payment of dividends

     (472,774 )     (408,242 )

Increase (Repayment) of short-term borrowings, net

     (4,021 )     84,201  

Repayment of long-term borrowings and current portion of bond and long-term borrowings

     (622,852 )     (873,351 )

Increase in long-term borrowings

     545,201       1,365,985  

Acquisition of treasury stock

     (84,001 )     (12,566 )

Capital transactions in consolidated entities including disposal (acquisition) of treasury stock and dividend

     (9 )     (106,480 )

Other, net

     (74,295 )     20,036  
                

Net Cash Provided by (Used in) Financing Activities

     (712,751 )     69,583  
                

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     148,777       (437,844 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD

     1,759,144       1,337,852  
                

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

   (Won) 1,907,921     (Won) 900,008  
                

Supplemental schedule:

    

Cash paid for interest (net of amounts capitalized)

   (Won) 215,668     (Won) 207,597  

Cash paid for income taxes

   (Won) 190,942     (Won) 283,240  

 

75


20. ADDITIONAL U.S. GAAP DISCLOSURES

 

  a. Income Tax Expense

The components of income tax expense for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):

 

     2007
(6 months)
    2008
(6 months)
 

Current income tax expense

   (Won) 270,681     (Won) 166,066  

Deferred income tax expense

     (58,723 )     (130,439 )
                

Income tax expense

   (Won) 211,958     (Won) 35,627  
                

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 six months ended June 30, 2007 and 2008 for the following reasons (in millions of Korean won):

 

     2007
(6 months)
    2008
(6 months)
 

Provision for income taxes at statutory tax rates

   (Won) 250,724     (Won) 114,670  

Investment tax credits

     (75,859 )     (90,587 )

Additional income tax payment (refund) related to prior year

     (9,388 )     (5,027 )

Non-temporary difference

     16,553       16,436  

Changes in deferred income tax unrecognized

     14,992       31,980  

Others

     14,936       (31,845 )
                

Actual provision for income taxes

   (Won) 211,958     (Won) 35,627  
                

The effective tax rates after adjustments of certain differences between amounts reported for financial accounting and income tax purpose, were approximately 23.2% and 8.5% for the six months ended June 30, 2007 and 2008, respectively.

 

76


As of June 30, 2008, the Company recorded a total valuation allowance of (Won)43,587 million related to its deferred income tax assets. This amount includes a valuation allowance of (Won)27,878 million for the total tax benefits related to loss carryforwards. Certain subsidiaries including TSC did not recognize deferred income tax assets which resulted from the tax effects of tax loss carryforwards of (Won)101,375 million in excess of taxable differences and future taxable income.

In assessing the recoverability 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.

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 and June 30, 2008 the amount of unrecognized tax benefits that would favorably affect the effective income tax rate in future periods was (Won)441 million and (Won)516 million, respectively. 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):

 

      2007
(12 months)
    2008
(6 months)
 

Beginning balance

   (Won) 67,142     (Won) 6,450  

Additions to tax positions recorded during the current period

     3,303       901  

Additions to tax positions recorded during prior periods

     —         71  

Reductions to tax positions recorded during prior periods

     —         —    

Reductions to tax positions due to a lapse of statutory limitations

     —         —    

Reductions for settlement

     (63,995 )     (3,303 )
                

Ending balance

   (Won) 6,450     (Won) 4,119  
                

The Company’s practice is to classify interest on uncertain tax positions in non-operating expense. The Company recognized (Won)311 million and (Won)101 million in penalties for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively. The Company had (Won)477 million and (Won)387 million accrued for the payment of penalties as of December 31, 2007 and June 30, 2008, respectively.

The Company has open tax years ranging from 2003 to 2008, 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.

 

77


  b. Fair Value of Financial Instruments

On January 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair Value Measurements, for all financial and nonfinancial assets and liabilities recognized at fair value in the consolidated financial statements on a recurring basis. The adoption of this statement did not change our previous accounting for financial assets and liabilities. The provisions of SFAS No. 157 will be applied to nonfinancial assets and liabilities that are recognized at fair value in the consolidated financial statements on a nonrecurring basis beginning January 1, 2009. Upon application of the remaining provisions of SFAS No. 157 on January 1, 2009, the Company will provide additional disclosures regarding our nonrecurring fair value measurements, including our annual impairment review of goodwill and intangible assets.

SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No.157 also establishes a three-tier fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following fair value hierarchy table presents information regarding our assets and liabilities measured at fair value on a recurring basis as of June 30, 2008 (in millions of Korean won):

 

     Level 1    Level 2    Level 3    Total

ASSETS

           

Cash and cash equivalents

   (Won) —      (Won) 900,008    (Won) —      (Won) 900,008

Short-term financial instruments

     —        87,060      —        87,060

Trading securities

     38,321      —        —        38,321

Available-for-sale securities :

     36,368      —        —        36,368

Held-to-maturity securities

     —        9,070      —        9,070

Derivative instruments assets :

           

•    Interest rate swap

     —        734      —        734

•    Currency swap

     —        23,330      —        23,330

•    Combined interest rate

    currency swap

     —        57,079      —        57,079

•    Currency forwards

     —        556      —        556

•    Put option

     —        —        8,161      8,161
                           

Total

   (Won) 74,689    (Won) 1,077,837    (Won) 8,161    (Won) 1,160,687
                           

LIABILITIES

           

Derivative instruments liabilities :

           

•    Interest rate swap

     —        5,460      —        5,460

•    Combined interest rate

    currency swap

     —        66,922      —        66,922
                           

Total

   (Won) —      (Won) 72,382    (Won) —      (Won) 72,382
                           

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash equivalents: The carrying amount of cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2. The cash equivalents are primarily comprised of trust deposit, RP, money market deposit account and money market funds.

 

78


Short-term financial instruments: The carrying amount of short-term financial instruments approximates fair value due to the short-term maturity. Fair values of short-term financial instruments are measured at the quoted price obtained from brokers for identical or comparable assets or liabilities. The short-term financial instruments are comprised of installment saving-type fund and others.

Trading securities: Trading securities are primarily comprised of beneficiary certificates. The beneficiary certificates are measured at fair value using the quoted price obtained from brokers, which is classified as Level 2.

Marketable equity securities: The fair value of marketable equity securities are measured using quoted market prices and accordingly, they are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available.

Derivative instruments assets: The derivative instruments assets consist of cross currency interest rate swap and put option contracts. The fair value of cross currency interest rate swap derivatives is primarily based on the quoted price obtained from brokers. The Company generally classifies this instrument within Level 2 of the valuation hierarchy, however, the Company also classifies put option contracts that are valued based upon models with significant unobservable inputs as Level 3 of the valuation hierarchy. The fair value of the put option is measured using Black-Sholes option pricing model that utilizes unobservable inputs such as expectation about dividend and future volatility.

The following table provides a reconciliation of the beginning and ending balances for the six months ended June 30, 2008 of the Company’s put option, as the option is measured at fair value using significant unobservable inputs (in millions of Korean won):

 

Balances at beginning of period (January 1, 2008)

   (Won) 1,971

Unrealized gain included in earnings

     6,190

Unrealized gain (loss) included in other comprehensive income

     —  

Purchases, sales, issuances and settlements, net

     —  

Transfer in and/or (out) of Level 3

     —  
      

Balances as of June 30, 2008

   (Won) 8,161
      

 

  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 June 30,

    

2009

   (Won) 5,288

2010

     10,026

2011

     16,336

2012

     22,222

2013

     42,861

2014 ~ 2018

     491,838

 

79


SIGNATURES

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

Dated: January 9, 2009

 

KT Corporation
By:  

/s/    Thomas Bum Joon Kim

Name:   Thomas Bum Joon Kim
Title:  

Managing Director

By:  

/s/    Youngwoo Kim

Name:   Youngwoo Kim
Title:   Director
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